Delaware Top Court Nominee Offers Relief From ‘Tempestuous Era’

Elon Musk’s billions are no longer Delaware’s problem. Last year’s contentious statutory overhaul is settled law. And the state’s top court has a consensus nominee.

Maybe, after years of false starts, America’s corporate capital finally has a new normal.

Gov. Matt Meyer (D) last week tapped Vice Chancellor Morgan T. Zurn to fill a vacancy on Delaware’s Supreme Court, which is set to lose Justice Karen L. Valihura in July. Zurn, who got her current job in 2018, has the second-longest tenure of any Delaware Chancery Court judge, counting her prior term as a magistrate.

Meyer’s selection is getting high marks all around. Zurn is “down the middle, no nonsense, and she has a history of not putting up with gamesmanship,” said Latham & Watkins LLP M&A partner Colleen Smith.

Zurn’s decade on the business court has seen an elite tribunal celebrated for technocractic gentility transformed into a battleground by a crackdown on self-dealing, a Silicon Valley outcry, and a legislative backlash, with Musk casting a shadow over all of it.

But as some of her judicial colleagues found themselves dodging slings and arrows and sorting themselves into ideological camps, Zurn steered clear of the legal controversies roiling Delaware.

“She’s managed, in what I would call a tempestuous era, to maintain a stable profile,” said Widener University law professor Lawrence Hamermesh. “Her appointment will be viewed as an affirmation of Delaware’s traditional approach.”

As the high court’s only former vice chancellor, Zurn would bring a wealth of corporate expertise. Meyer’s office praised her in a statement that also cited her past as a patent litigator.

Zurn was “the logical choice,” said retired University of Delaware professor Charles Elson.

Corporate Cold War

Delaware’s corporate cold war began boiling over in 2024, after a series of decisions reining in novel control mechanisms wielded by founders and financiers. Lawmakers intervened that year to overturn a ruling that had stunned the venture capital ecosystem, showcasing their solicitude toward powerful stakeholders.

The legislation landed like a game of whack-a-mole, with shareholder attorneys and academics declaring it an attack on the courts in testy exchanges featuring current and former judges.

When Meyer took office in January 2025, discontent continued to linger among tech executives troubled by rulings in favor of minority investors, including a landmark decision rejecting Musk’s $56 billion pay plan. Those grievances were amplified by calls from the world’s richest person for a mass corporate exodus.

After several firms announced or threatened “DExits,” the governor commissioned Senate Bill 21, a collection of changes aimed at shoring up the pro-business reputation of a state that funds a third of its budget with billions in franchise fees. The bill, lowering the guardrails around corporate insiders, swiftly passed a legislature rattled by Musk’s provocations.

But rather than quiet the DExit noise, it renewed hostilities within Delaware while fueling a narrative that the state’s lead role in the corporate world was vulnerable.

The residue of those battles “is sort of like nuclear waste,” Elson said. “It takes a long time for it become inert.”

Beyond ‘Annus Horribilis’

Delaware’s Supreme Court responded with a trilogy of rulings—upholding the legislative overhaul and overturning the decisions that had sparked it—calibrated to usher in a return to normalcy. A list of “attorney civility” guidelines followed.

It all might have worked to calm the waters—until Musk popped back up to pick the scab. The billionaire escalated his years of insults with fresh judicial bias allegations that forced the judge who’d voided his compensation to step away from his remaining Delaware cases.

Zurn didn’t author the rulings decried by the defense bar, but the belligerence wasn’t lost on her. During a hearing last fall, she urged lawyers on both sides to “grab a coffee with one of your friends across the aisle,” according to a transcript. “I am hopeful that our annus horribilis is over,” she said.

Her nomination for the state high court puts her at the center of those détente efforts.

It also invites buy-in from each branch of government after all three failed to reset Delaware’s discourse: The governor made a popular choice, lawmakers can cosign it by confirming her this month, and her future career will let the judiciary vindicate it.

The optimism isn’t wide-eyed. Although Zurn’s success so far hasn’t necessarily hinged on the consensus-building skills that are central to appellate judging, “she has a sharp intellect, cordial temperament, and incredible work ethic,” according to University of Pennsylvania law professor Elizabeth Pollman.

Pollman praised Zurn’s “expert handling of a heavy docket"—perhaps a reference to a chaotic case challenging a recapitalization by AMC Entertainment Holdings Inc. that forced her to keep a check on the company’s boisterous base of retail investors, who sent in thousands of letters.

The litigation—which required Zurn to reject an initial settlement, then approve a revised version—was “a good example of her not being afraid to make tough decisions,” said Michele Johnson, also a Latham partner.

‘One Step’

Like any member of Delaware’s business court, Zurn has heard her share of high-pressure legal matters, including litigation over President Donald Trump’s Truth Social platform, an expedited merger dispute involving blockbuster obesity drugs, a challenge to Carlyle Group Inc.'s corporate restructuring, and a lawsuit alleging safety failures at Boeing Co.

But she’s avoided drawing excessive attention to the bench, positive or negative, according to Hamermesh.

“I don’t think of that as a problem,” he said. “A little less shine and a little more polish would be a good thing.”

If confirmed, Zurn will become one of just two former trial judges on a tribunal that’s weathered criticism for a lack of deference to lower courts. That perspective “is a plus,” Hamermesh said.

Adding Zurn would be “a step in the right direction,” Elson said. “But one step doesn’t make a road race. It’s going to take a lot to restore confidence.”

Next up for Meyer: Picking her replacement.