Last month, the Law & Business Program welcomed Vice Chancellor Bonnie David of the Delaware Court of Chancery for a lunchtime conversation on the court’s distinctive role in American corporate law and the opportunities that chancery practice and clerkships can offer students. Speaking candidly about her own background and experience, Vice Chancellor David reflected on a trajectory that took her to the Court of Chancery, first as a magistrate and then as Vice Chancellor in 2025.
A Nonlinear Path to the Bench
Vice Chancellor David emphasized throughout her remarks that a legal career does not have to begin with certainty to end with purpose. Describing herself as not “the kind of kid who grew up thinking I would be a lawyer,” she entered law school largely because it “seem(ed) like a path to financial freedom.” Even after arriving at Penn, she said she “didn’t really belong,” especially when surrounded by classmates who already seemed familiar with the professional culture of elite law firms and legal recruiting. Her journey to the Court of Chancery was partly informed by mentors, who “saw something in me before I saw it in myself.”
The Delaware Court of Chancery: More Than a “Business Court”
Vice Chancellor David traced the court’s roots trace back to the English courts of chancery, which historically handled trusts, estate matters, guardianships, and other fiduciary relationships. Those equitable foundations, she suggested, help explain why the court became so central to modern corporate disputes.
Directors and officers that manage corporate property for stockholders owe duties of care and loyalty. The court’s historical focus on equitable duties makes it especially well-suited to adjudicating those disputes.
At the same time, she resisted reducing Chancery to a “business court.” Although the court is widely known for corporate cases, she stressed “that is not all that we do.” Trust disputes, estate administration, real property matters, and guardianships over adults with disabilities” all remain part of the court’s jurisdiction.
In Chancery, the fact finder is not a jury of peers but rather judges with deep expertise in corporate and equitable law. Vice Chancellor David described this specialization is crucial, as it allows litigants to argue complicated cases without first translating the fundamentals of corporate law for lay jurors.
The Role of Magistrates in Chancery
She explained that magistrates in Chancery, formerly called Masters in Chancery, continue a long common-law tradition of assisting the chancellor by hearing cases and making recommendations. The differences between magistrates and Chancellors are matters of scope and procedure.
The Chancellor and Vice Chancellors “preside almost exclusively over complex commercial or corporate matters,” she explained, while magistrates primarily handle “traditional equity” disputes, including real property, trusts, estate administration, and guardianships. Moreover, decisions by the Chancellor and Vice Chancellors are appealable directly to the Delaware Supreme Court, whereas magistrates’ rulings go through “essentially an internal appeal” before the Chancellor or a Vice Chancellor.
Equity’s unpredictability and the human side of the docket
Vice Chancellor David noted that the Court of Chancery’s equitable jurisdiction can lead to cases that are both deeply human and unexpectedly quirky. She mentioned a case involving an unmarried couple who adopted a golden doodle together and later broke up. Because family court only has jurisdiction to divide property when couples are married, the dispute ended up in Chancery.
As she put it, “you cannot cut a doodle in half.” Her solution was a sealed-bid private auction between the parties, with the dog going to the highest bidder and the other party receiving compensation. The anecdote underscored the chancery’s role in crafting practical remedies for unusual disputes that do not fit neatly into other courts’ jurisdiction.
Clerkships as Career-Shaping Opportunities
Vice Chancellor David described her chancery clerkship as the experience that “changed the trajectory of my career completely.” Her account made clear that chancery clerks are not peripheral assistants but central participants in the work of judging. Clerks spend their days reading briefs “written by some of the very best lawyers in the country,” attending oral arguments, discussing issues with judges, and producing substantial written work. The court, she said, depends “so heavily” on its law clerks because of the “tremendous volume of work” that must be processed.
She emphasized that chancery clerkships are valuable even for students interested in transactional rather than litigation work. Firms across New York, California, D.C., and elsewhere recruit heavily from the court, and corporate groups often give credit for the clerkship. Vice Chancellor David argues that a chancery clerkship can be one of the most powerful launching pads available for students interested in corporate law.
