Lewis H. Lazarus: Lawyer with Morris James LLP

Lewis H. Lazarus

Wilmington,  DE  U.S.A.

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AV® Preeminent

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Practice Areas

  • Alternative Entities
  • Business Litigation
  • Corporate and Fiduciary Litigation
  • Corporate Governance Counseling
Mailing AddressP.O. Box 2306, Wilmington, DE, 19899-2306
University Swarthmore College, B.A., High Honors, 1978
Law SchoolStanford Law School, J.D., 1982
Admitted1982, California; 1985, Delaware; 1989, District of Columbia; United States District Court, District of Delaware
BornPhiladelphia, Pennsylvania, July 21, 1956

Lewis H. Lazarus has more than 25 years of experience applying Delaware law in Delaware's State and Federal Courts. His practice focuses primarily on corporate governance and commercial matters in the Delaware Court of Chancery and frequently involves expedited proceedings, including actions for temporary restraining orders and preliminary injunctions. He has been lead counsel in trials involving the entire fairness standard of review, appraisal, books and records actions, actions to compel annual meetings, and actions to determine who rightfully are the managers of a Delaware entity.

Lewis serves both as lead and co-counsel in the Delaware courts in complex corporate, commercial, and fiduciary matters. He has substantial trial experience in matters relating to individual, class, and derivative actions alleging breach of fiduciary duties. As a result of his knowledge and familiarity with these and related cases, Lewis often advises special committees and boards in conflict-of-interest transactions. He has counseled boards, companies, or special committees in conflict-of-interest transactions totaling over $2 billion in the last three years. He also has published articles in law reviews and spoken on panels sponsored by the American and Delaware State Bar Associations on topics including standards of review in conflict-of-interest transactions, officer and director liability, and the rights and duties of preferred stockholders.

Lewis has been praised for doing "an excellent job advising on Delaware law as it applies to special committees, conflicts of interests, and duties of directors " Chambers USA 2012 - America's Leading Lawyers for Business, and for the ability to "always deliver the most practical advice" and his "intricate knowledge of the issues and procedures in the Court of Chancery" Chambers USA 2011. He has also been commended for his "insightful approach" Chambers USA 2009, as a "completely clear thinker" Chambers USA 2006, and as someone who "knows how to make a real case" Chambers USA 2007.

In addition, Lewis, who speaks fluent Spanish, maintains a particular interest in matters involving Spanish, Mexican, and South American clients, and has traveled to Mexico, Europe, Canada, South America, and the Middle East to discuss the advantages of Delaware law with business representatives.


Mergers and other transactions where some directors are alleged to have conflicts of interest

Inspection of books and records

Appraisal actions

Determination of a corporation's officers and directors pursuant to Section 225 of the Delaware General Corporation Law

Disputes involving managers and members of Delaware limited liability companies

Claims arising out of Delaware statutory trusts and Delaware limited partnerships

Breach of contract actions in various settings including the enforceability of covenants not to compete

Professional Affiliations

Delaware Supreme Court

· Board on Professional Responsibility, 2007; Vice-Chair, 2008-2013

Delaware State Bar Association

· Council of the Corporation Law Section

American Bar Association

· Business Law Section, Directors and Officers Liability Committee, Chair, 2012-Present

· Litigation Section's Class and Derivative Suits Committee

Richard S. Rodney Inn of Court

The Office of the Child Advocate, Delaware, Guardian ad litem on behalf of dependent and neglected children

Federal Bar Association

Community Affiliations

The Boys and Girls Clubs of Delaware, Inc., State Board Member

Swarthmore College, Board of Managers

World Affairs Council of Wilmington, Inc., Officer and Director

Delaware Technical and Community College, Advisory Board for Paralegal Program

Connecting Generations - Creative Mentoring, Inc., Mentor

Read Aloud Delaware, Co-Chair, Champions for Literacy and Past Chair


Benchmark Litigation, Litigation Star, 2008-2012

Best Lawyers®, 2006-2014

Chambers USA - Recognized for work in the Delaware Court of Chancery, 2005-2013

Delaware Super Lawyers®, 2007-2013

Martindale-Hubbell, AV rating

Phi Beta Kappa Society

Delaware Volunteer Legal Services Pro Bono Honor Roll, 2009

Office of the Child Advocate, Recognized for Five Years of Pro Bono Service, 2009


Documents by this lawyer on Martindale.com

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Chancery Awards Advancement to Officer Accused of Self-Dealing
Lewis H. Lazarus, January 6, 2014
Delaware entities generally provide broad advancement and indemnification rights to encourage directors and officers to serve. Absent such protection, managers bear the costs of defense for claims against them arising out of acts they perform in carrying out their company duties. Qualified officers...

Section 225 Order Stayed Pending Expedited Appeal
Lewis H. Lazarus, December 11, 2013
If there is a dispute over the identity of the directors of a Delaware corporation, the corporation, its stakeholders and those with whom it does business require prompt certainty as to who is in charge. For that reason, Section 225 of the Delaware General Corporation Law provides for a summary...

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Office Information

Lewis H. Lazarus

500 Delaware Avenue, Suite 1500
WilmingtonDE 19801-1494


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