This past weekend The Lemur sat down with J. Travis Laster, Vice Chancellor on the Delaware Court of Chancery, the nation’s most important court of equity. The Court of Chancery is the nation’s premier court for corporate governance issues—if you every wondered why there are more companies registered in Delaware than human citizens living there, the reason is the Court of Chancery, which hears high-stakes, complex cases related to corporate governance, fiduciary responsibilities, and securities issues for 65% of the Fortune 500 and many more companies. Vice Chancellor Laster was in town to give a talk at Duke Law School, and to take in a certain bucket-list sporting event. Fortunately, he wasn’t en banc on Saturday night, because benches, it goes without saying, were burned. 

I spoke with Vice Chancellor Laster about the importance of big ideas and intellectualism in his work, his pursuit of lifelong learning, and how he has used his legal career to bridge interests in science and the humanities, among other topics. I asked him to advise Duke undergraduates, whether already considering law school or not, on why going to law school might be a great way to keep their intellectual interests alive while pursuing a high-powered career. The Lemur has written previously about the perils of pre-professionalism at Duke and criticized the consulting and finance recruiting culture—Vice Chancellor Laster weighed in on this question and offered his view on how the law can offer more fulfilling, engaging, demanding (and potentially more lucrative) alternatives to those career paths.

Lemur: So, at The Lemur, we’re encouraging students to prioritize their intellectual interests, particularly in a career context, and there are a lot of undergrads now who don’t even consider law school or being a lawyer or anything in that realm because of this immediate pressure towards finance and consulting. So I’m first just curious about how you landed on law school when you were in college as a way to both pursue a good career and be true to your interests.

Laster: Look, well I’m a good example of what not to do.

Lemur: (laughing) Okay.

Laster: I would trot myself out as precisely that. So I had an uncle who was a lawyer and then a judge out in Ohio and he argued two cases in front of the Supreme Court on Miranda issues when he was a prosecutor and for one of them we went in and saw him argue. I was probably nine years old, something like that, and that was really cool. And my mom would continually say things like “oh, you would make a good lawyer, you’re a lot like Uncle Allan,” et cetera, et cetera. 

And so I come to my senior year in college and at that point I hadn’t done much introspection or career thinking and so I started thinking, ‘oh, I’ve got to get a job somehow and start to think about what happens after college.’ And, for better or for worse, I had been conditioned to think about law school because of my mom and this comparison to my uncle. So I applied, and taking tests has always been something I’m good at, so I did well on the LSAT, had a decent resume, applied, got in a bunch of places, and went to UVA. It was pretty stunning to me when I got there that the people who had worked for a few years in the real world, or by being a paralegal for a couple years, were just playing a different game. They already knew a bunch of stuff about how the law worked and they already had habits that were beneficial in terms of regularity of study—they basically just treated law school as a 9-to-5 job. And I had an academic advantage—my test-taking skills now are at their nadir, but coming out of college my test-taking skills were at their peak. So I could crush a law school exam, but I was succeeding not because I had some long-term plan but because it just seemed like a good thing to do. It was in law school that I finally did some career counseling tests and fortunately lawyer would usually turn up for me, so I had blundered into something I would be good at. 

But in law school I wrestled with the idea of nonprofit and government agency practice. And then I got involved in the clerkship idea, and I ended up clerking in Delaware and that took me over to Richards Layton [Richards, Layton & Finger, the largest law firm in Delaware]. I wasn’t even sure the first couple of years if I was going to do it long term, but the intensity of the Delaware practice fit with my skill set—I’m good at cramming, I’m good at staying up late. I’m good at writing under pressure and this expedited case environment in Delaware was another environment where I had a set of traits that enabled me to succeed. So I basically focused on the job, got more involved, and one thing led to another after that.

But looking back, I think people should go to law school when they have a plan about how to use their law degree. It doesn’t have to be one plan, but it should ideally be a definite plan. And the reason I say that is because if you are ending up at a T14 law school, just as you say in undergrad there is pressure to go finance/consulting, in law school there is pressure to go big firm. All of your friends will have high-paying jobs lined up and you’ll be going into your second semester of third year and you won’t even have a job because most of these nonprofits and agencies don’t hire that far in advance. And if you don’t have a plan about what you’re going to do with your degree, you will get sucked into the vortex of the big firm world. The other reason to have a plan is to cluster the courses you take: I took mainly things about government and government practice, which is where I thought I was going to end up (I thought I was going to do the revolving door in Washington, but it didn’t end up that way). If you could get a cluster of courses that align with your purpose, you’ll be better off.

Lemur:  So even though it worked out for you not to do so, you would advocate for people to take time off between college and law school?

Laster: Absolutely. I think it worked out for me by dumb luck. My mother, for better or worse, accurately assessed my skill set as being a good one for law, but in terms of a well-considered path, it was dumb luck.

Lemur: Well, I’m sure you’re being a little hard on yourself, but point taken. In retrospect, what kind of “well-considered path” would you have wished to have been focusing on? And more importantly, how would you have thought about your intellectual interests in connection with that? 

Laster: Well, look, it’s worked out for me now because my current job has a big intellectual component to it. But if I dial it way back, I think I probably should have, or could have, been a scientist. That would have been my career alternative. I would say I should have majored in physics–

Lemur: What was your major?

Laster: I was a classics major. So basically I was very interested in the history of ancient Rome and Ancient Greece, and I took a lot of Latin. It was good, it was like a cultural immersion in this different milieu. So I enjoyed it, I was good at it, et cetera. But as I see the world of science as it is now, there is just amazing stuff happening, so I feel a little remiss that I didn’t pursue that. I remember making a conscious decision not to do genetics (the other thing I was thinking about doing) because I thought that during my lifetime we wouldn’t get to the point where we could meaningfully manipulate the genome. Well, that was totally wrong!

Lemur: If only you’d been more optimistic…

Laster: Yes, exactly! And so I’m happy with where I came out, but if I had had a more well-considered plan to go into a government practice, like if I had started at an agency and done 3 or 4 years there, that would have been a good option. And later on I got semi-swept up in the high-paying job thing which is why I can point it out as a risk to you. And at UVA, if you got a firm job your first summer, you had to have connections, so I worked for a professor my first summer, But my second year, everything was landing these amazing gigs, and so during the summer you could literally pocket money you could live off for the rest of the year. So I ended up taking a summer associate job with Morgan, Lewis, and Bockius in Philly and that shifted me on to that different track. And if I had gone in with a better plan of which government agency I wanted to work for—the office of the general counsel for State Department or HHS, things like that—I might have resisted the siren song of the big firm money.

Lemur: Back to your interests in both classics and science—by the way, I’m currently taking Ancient Athenian Law here at Duke, which is really fun.

Laster: Wow. I bet that’s really fun. That’s incredible.

Lemur: Yeah, it’s such a weird system because there are no professional judges, no professional lawyers.

Laster: It’s a lottery, isn’t it, don’t they do things by lot?

Lemur: Almost everything is by lot and then you have juries of hundreds of people who don’t deliberate at all, and unless there’s a fixed penalty they choose between what the prosecution suggests and what the defense suggests.

Laster: Yeah, it’s a different system.

Lemur: And look, obviously even that subject doesn’t necessarily have a lot to do with American law, but I’m wondering, for someone who majored in classics but was also interested in math and physics and genetics—I see this a lot at Duke, and, unfortunately, I think this is a major phenomenon for undergraduates around the country right now, that students who do have a wide variety of interests across the sciences and humanities too often suppress them in the interest of this immediate pursuit of secure jobs and money. How would you advertise law school and any sort of legal profession as a way for people to keep those wide and varied interests alive but also achieve immediate financial stability? 

Laster: Well, at some point I’m going to stop being a judge, so I do think about this [lifelong learning]. The initial thought would be to structure your law school career and work the connections you have or that your professor can provide so that you end up either in-house at a company or government agency that does what you’re interested in doing or you end up at a firm where you can say to them ‘partner X does exactly what I want to do’ and once you get in there, if you get assigned someplace else, you work to a place where you can work on that person’s cases.

So for me, I’m a member of the Planetary Society, and I love listening to their podcasts, and if I think about what would have been a great alternative track, can you imagine being in the general counsel’s office for NASA? Now, as I understand it, some of that is a lot of dry contract negotiation and dealing with federal procurement law, so it’s not sexy stuff, but it’s an opportunity where you’re both doing law and keeping one of your external interests alive. So I think there are plenty of ways you can mesh your legal acumen and the skills you get in law school with some other interest by either getting to a practice niche in a firm or a company or agency that scratches that other itch. 

Lemur: And, obviously on the Court of Chancery you get to hear really interesting cases related to a wide variety of subjects, so do you think more generally that a legal career, even if you’re working on these hyper-specific questions within one area, is a good way to still explore big ideas? How do you see “big ideas” or intellectual concepts from elsewhere influencing how you look at law?

Laster: So I try not to get tunnel vision. I try to read law review articles and books that enlarge the ways I’m thinking. For instance, even though what the U.S. Supreme Court does doesn’t affect me much because I’m a state law person, every once in a while it does (such as the Federal Arbitration Act), so I’m interested in following Supreme Court stuff. They deal with the same issues of legitimacy, appropriate exercise of power, judicial restraint, all these types of relationships between lower courts and appellate courts, and I find often that I get ideas from these other areas that I then find myself thinking about when I’m considering a legal question [in Delaware].

And most of my reading is public intellectual non-fiction, and ideas from that seep in. Yuval Noah Harari, I think he’s awesome and I’ll try to read anything he puts out. And another way to do it is by going to multidisciplinary conferences—there’s this professor, Claire Hill, up at Minnesota [Law School], who’s great at putting on multidisciplinary conferences. So there will be a legal question she’s interested in, but she’ll bring in people from the business school, the psychology department, or the computer science department where they’re building the large language model, so all these different people will be there and that’s really cool and I come back from that with a bunch of different ideas about “big ideas.”

Lemur: That is Duke’s favorite way to advertise itself—“interdisciplinary.” The place here “engineers are also poets,” et cetera. Or at least that’s the ideal, if not always the reality. It’s there, but not as much as they pretend. 

Laster: Is econ your biggest major?

Lemur: Yeah, that and computer science, which I think is pretty standard for most places now.

Laster: So, on that note, the other thing that should affect your planning for law school is the disruption of A.I. I just don’t know what’s going to happen, but what judges and lawyers are, first and foremost, is writers. We’re writers. And there is now something out there that can write 80-90% of the way a person can—the machine overlords took over the sports pages first because you can automatically write an article about scores, and eventually they’re coming for the lawyers. So I do not know what’s going to happen to the model because when you get into a big firm there’s this leverage concept where you hire a bunch of associates every year and the idea is you get them for 2-3 years and then some number falls away, et cetera, but a lot of what those young folks are doing is research and writing. If we get to the point with A.I. where that can replace a lot of stuff, what you’re going to have is a much more vertical structure. So if I were going into law school now I would want to have a plan for how to deal with A.I. I mean I’ll play around with ChatGPT and we have this A.I. enhanced research service called CoCounsel but beyond that I don’t know a lot about A.I., so I would think that at this point, and I haven’t really talked about this with anyone before, I would have a plan for how to make myself unique in a way that A.I. couldn’t easily replace.

Lemur: Well, that certainly makes a lot of sense. And I will say that the LLMs are even better at data analysis and spreadsheets than reading and writing so a lot of the spreadsheet and data analytics-heavy jobs in consulting and investment banking are already being slashed by major firms.

Laster: 100%. And they’re great programmers. 

Lemur: Exactly.

Laster: So A.I. is going to be hugely disruptive. If we get good enough robots, labor doesn’t have anything to offer. They don’t have a countervailing source of power. Because you don’t have to find strikebreakers— it’s like, ‘thanks for resigning, we’re sending in the robots.’ Maybe I should worry more about drones, given how they’re being used in Ukraine, but I worry much less about the Terminator-style robot apocalypse and much more about the idea that in the next 10 years, there just aren’t going to be the same types of jobs for people who aren’t highly educated and aren’t somehow protected from this.

Lemur: Would a robot board of directors have a fiduciary responsibility to human shareholders?

Laster: (laughing) So I will tell you one of the interesting things about the corporation is that what the board currently has a legal obligation to is this hypothetical owner of capital, because all you’re really trying to do is grow the value of the corporation from a financial perspective. Now that requires taking into account other perspectives, because if you don’t take care of your employees well, you’re not going to have a company. And if you pollute a river, eventually it’s going to catch up with you. So there’s all these reasons to think about stakeholders, but ultimately what the board of directors is trying to do is increase this pool of capital they’ve been charged with. But I don’t see any reason under Delaware law and particularly now that we have this new statute that we passed last year why you couldn’t enter into a contract that would say, ‘the company will do what counterparty X says’ and then have A.I. run counterparty X. So our statute does say that the directors have to be humans.

Lemur: Oh, OK.

Laster: But we also said that directors can cause their company to enter into a contract where the corporation will be compelled or restricted from doing what’s in the contract. So what you really could end up having is a marionette corporation that’s controlled under this contract by a counterparty and in the counterparty, A.I. is making the decisions.

Lemur: Yeah, that’s arguably more frightening than Terminator.

Laster: Yeah… and it’s one of those things that I don’t know how fast it will happen, and it seems more likely to me that we’ll just see A.I.-assisted decision-making in the near term, but it’s all uncapped. 

Lemur: As a side question, for your own purposes, do you see LLMs as useful tools for text analysis of presumably the huge volume of information in your cases?

Laster: Yeah, one of the first-use case for A.I. in the corporate world is for auditing, so finding fraud is tough and it takes fraud investigators with training. But with A.I. you could ingest massive amounts of data and potentially find instances of fraud—I think that’s a good use case.

Lemur: Well, optimistically trying to bring us back to a place where we assume reading and writing do matter, and where human beings matter, what kind of books or “big ideas” have influenced you intellectually? I’m sure you had more time to read when you were my age than now!

Laster: Well, when I was younger I read a lot of Robert Heinlein, and he is an early libertarian but at the same time mixing libertarianism with types of government that seem like they could function. It’s not Dostoevsky, but I read a lot of that stuff. Some of it has not aged well. I went back and re-read Stranger in a Strange Land and it’s so sexist. When I first read it I was oblivious to that. And Moon is a Harsh Mistress. So books like that really influenced my early thinking and tendencies. But then books that I remember best… I mean I’ve read Guns, Germs, and Steel a couple times. I don’t know to what degree it’s affected my thinking as a judge, but it’s a great book and it explains a lot. I tend to come at legal questions wanting to know the historical explanation, and that’s what Diamond was doing, saying ‘we’ve got this setup. Why? Why did it happen this way?’ So when I have a case involving a rule people are applying, it’s not enough for me to just take the rule from whatever the Delaware Supreme Court case is. I want to understand where it came from, what it was trying to do, et cetera. I might have had that proclivity anyway but I’m sure reading that type of book reinforced it. I’ll tell you another guy—Christopher Hitchens, his stuff was brilliant. What he was willing to do in terms of taking on an establishment position he thought was wrong—for example, as a confirmed man of the left, he nevertheless supported the Iraq War. So I got a lot in terms of thinking and argument from him, and he has also just got a great turn of phrase. He just really captures the bon mot very well, and I’d put him on the list.

Lemur: It’s a good list! What about anything from the classics?

Laster: Less from the classics. I have read some things on the Stoics. I took a class on “Stoicism and Epicureanism in the Hellenistic World” in college, but I came back to this stuff later. There’s been this revival of Stoicism in the past few years, and that has reminded me of some of the things I learned in college. I think there’s good stuff there. But what I never really read was Cicero’s stuff, and I probably should have, but I did read both Machiavelli’s Prince as well as the Discourses, and I was fascinated by those. And I was also fascinated by Leo Strauss, who had the idea about “esoteric writing.” He talked about how, particularly in authoritarian states, beneath the superficial message, there is also an underlying secret message. The job of the reader and the critic is to perceive that underlying message even though it’s basically traveling on a signal that is a superficial message. So that really interested me and I was thinking about that when I was reading the Machiavellian stuff, because he’s got a lot of internal contradictions. Particularly in the Discourses, he would get some aspects of Roman history wrong and then you have to ask yourself from a Straussian perspective, is this guy making a mistake or is he intentionally telling the story in a way to signal something? And the problem is that you can’t tell the difference, so you can conceivably find meaning where meaning doesn’t exist!

Lemur: Yeah, I find that interesting because those are the discourses on Livy, who was himself selectively making up his own history of early Rome that no one knew anything about, and which served his own interests–

Laster: Yeah, double meta.

Lemur: Discourses on discourses. Well, I think I can safely take that as a plug for studying history and for lifelong learning. Thanks so much for your time, and one more question: The Lemur is also a civil discourse magazine, and you mentioned in your talk earlier [at Duke Law School] that ideally one of the best features of the Delaware Court of Chancery is its civility. So why is civility important to you as a judge?

Laster: I mean, it’s long been stressed on the wider stage that civility is important because it’s what allows us to talk to each other. It enables us, ideally, to resolve disputes short of violence. Unfortunately, violence is always the ultimate decider, so even when you’re going to court, you follow judgments by custom, which exists because if you disobey the judgment the power of the state comes down on you. So it’s always ultimately backed by force but what you want is a system where there’s a lot of levels before you get to that force. Civil discourse is what lets us do that and, particularly in litigation, where it’s very easy to demonize the other side because you’re engaged in a quasi-combat over your positions that seems like a zero-sum game, the very common reaction is that ‘if they say X, I’m going to say not-X because if they’re saying X it must be good for them so I’m going to say not-X because I don’t want it to be good for them.’ And those types of things can escalate, and things can start to break down, disputes come to judges much more often and you’re less likely to get settlements, so we stress it for that reason. But, more broadly, it’s just critical if you’re going to actually talk to people. Otherwise people will move to violence that much more quickly or turn around and walk away and not engage. That’s the driving factor and it’s helped by just having face-to-face conversations. I’ve ordered people to meet in person and confer over dinner or over coffee to get people out of their offices, where they’re talking over the phone or, worse yet, over emails and get them in the same room where ideally just being present makes people more well-behaved.

Lemur: So you can order people to do that? They have to?

Laster: Well, it’s one of these things where technically I can back it up with the power of contempt and I can sanction them. But am I going to go nuts? Basically I do this when the parties need a reminder, and the usual reaction is ‘yeah, we got a little out of control, let’s reset.’ But in theory I could impose a coercive fine until they went out to get a drink together. Civil contempt is designed to coerce behavior or remedy the harm that the bad behavior has caused, so damages. Criminal contempt is ‘throw you in jail,’ but jail can be a form of civil contempt if it’s used to coerce behavior, so theoretically I could tell people, ‘you’re going to sit in the holding cell all day until you agree to go out to lunch with this guy,’ but that’s too heavy-handed.

Lemur: Well, if only you could order Americans to talk together or else hold them in contempt.

Laster: Exactly.

Lemur: Thank you so much for your time, Vice Chancellor.