In his litigation practice, Jason C. Jowers focuses on corporate, alternative entity, and commercial litigation. He primarily represents companies, officers and directors of corporations, and members and managers of LLCs in high-stakes litigation in the Delaware Court of Chancery and the Delaware Superior Court. Additionally, Jason handles arbitrations governed by the AAA Commercial Arbitration Rules, including cases governed by the Procedures for Large, Complex Commercial Disputes. Jason has led litigation teams in disputes arising out of mergers and acquisitions, corporate and LLC control issues, and complex commercial arrangements. He has handled matters involving a variety of substantive issues, including:
· Fiduciary duties of officers and directors of corporations and alternative entities
· Inspection of books and records of Delaware companies
· Disputes involving managers and members of Delaware limited liability companies
· Material adverse effect and material adverse change clauses
· Complex contract disputes
· Director and officer liability insurance coverage claims
· Trade secret misappropriation
· Covenants not to compete
In addition to his business litigation practice, Jason also regularly handles pro bono cases before the U.S. District Court for the District of Delaware as a member of the Federal Civil Panel.
Honors and Awards
· Association of Trial Lawyers of America's Student Trial Advocacy Competition, Regional Champion and National Quarterfinalist, 2003.
Activities and Affiliations
· ABA Partnerships and Alternative Business Entities Sub-Committee of the Business and Litigation Committee, Co-Vice Chair
· ABA's Business Law Today, Rotating Author for Delaware Insider Section
· Delaware High School Mock Trial Competition, Chairman
· Delaware Law Related Education Center, Board Member
· Elementary Workshop Montessori School, Board Member
· Board of Bar Examiners, Delaware, Associate Member, 2008-2009
· Federal Civil Panel, U.S. District Court, District of Delaware
· Delaware State Bar Association, Member
Experience
Material Adverse Effect Case
Defended an oil and gas field service company and its owners in a breach of contract and fraud case brought in the Delaware Court of Chancery. The plaintiff purchaser acquired all of the sellers' assets pursuant to an Asset Purchase Agreement. Eighteen months after the closing, the purchaser brought an action alleging breach of the Material Adverse Effect clause in the Asset Purchase Agreement as well as fraud, in part based on one of the sellers' key customers significantly reducing its business and shifting that business to one of sellers' competitors shortly after the purchaser acquired the sellers' assets. The Defendants denied these allegations, arguing that they did not have knowledge that the customer intended to switch to a competitor and that the pre-closing facts did not indicate that a Material Adverse Effect had occurred. Following more than a year of discovery, the case settled shortly before trial.
Green v. LocatePlus Holdings, Corp
2009 WL 1478553 (Del. Ch. May 15, 2009)
Represented directors of LocatePlus Holdings, Corp. in breach of fiduciary duty action in which a shareholder claimed that his shares were wrongfully diluted. Also represented the company in books and records action brought simultaneously by the same shareholder. In this opinion, the court granted the defendants' motion to dismiss. The court found that a fiduciary duty claim for dilution of shares is normally a derivative rather than direct claim, and that the plaintiff shareholder did not comply with Rule 23.1's requirements to bring a derivative claim. The court also dismissed the books and records action against the company for failure to comply with the requirements of section 220 of the Delaware General Corporation Law.
Collins v. Chandler
C.A. No. 05-739-SLR (D. Del. 2009)
Represented pro bono an indigent prisoner who accused guard of using excessive force in violation of prisoner's Eighth Amendment right to be free from cruel and unusual punishment. Following a three day trial, the jury found that guard used excessive force and awarded both compensatory and punitive damages.
Elsmere Park Club, L.P. v. Town of Elsmere
542 F.3d 412 (3d Cir. 2008)
Represented municipality in defense of action brought by plaintiff for violation of its constitutional rights. Affirming the district court's order granting the defendant's motion for summary judgment, the court found that the municipality had not violated the plaintiff's due process rights by condemning apartment complex. In an issue of first impression in the Third Circuit, the court found that a governmental body does not have to offer a pre-deprivation hearing if the governmental body reasonably believes an emergency exists.
Trade Secret Misappropriation
Advised Fortune 100 Company in dealing with possible trade secret misappropriation claims against former employees.
Limited Liability Company Dispute
Assisted with representation of limited liability company and members in expedited litigation with former member involving claims of breach of fiduciary duty, breach of contract, and misappropriation of trade secrets.
Inspection of Books and Records of Non-Stock Corporation
Represented Delaware corporation in action to enforce its right as a member in a Delaware non-stock corporation to inspect the company's books and records.
Inspection of Books and Records of Stock Corporation
Assisted in representing shareholder of Delaware corporation in inspection of books and records action, which resulted in an order permitting the inspection of the corporation's books and records.
Publications
3.2.2012
Fiduciary Duties of Managers of LLC's: The Status of the Debate in Delaware
This article was originally published in Business Law Today | February 28, 2012
11.1.2011
The Implied Covenant of Good Faith and Fair Dealing: Does It Protect Members of Delaware LLCs?
This article was originally published in Business Law Today | November 2011
05.04.2011
Material Adverse Change Clauses Protect Against Loss of Customers and Suppliers
This article was originally published in the Westlaw Journal Delaware-Corporate, Volume 25, Issue 21 / May 2, 2011
01.04.2011
Business Torts: A Fifty-State Guide 2011 Edition
Jason C. Jowers and James W. Semple author the Delaware chapter of "Business Torts: A Fifty State Guide, 2011 Edition" published by Aspen Publishers.
5.20.2008
Keeping Current: LLC Governance
Business Law Today, Volume 17, Number 5, May/June 2008.
2008 to Present
Delaware Business Litigation Report
A Morris James blog including summaries and analysis of recent Delaware court decisions concerning business-related litigation.