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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Experience & Credentials Ratings & Reviews

Practice Areas

  • Alternative Entities
  • Business Litigation
  • Special Committee Representation
  • 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

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, Guardianad litemon behalf of dependent and neglected children

Federal Bar Association

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 has substantial trial experience both as lead and co-counsel in the Delaware courts in matters relating to individual, class, and derivative actions alleging breach of fiduciary duties arising out of merger, sale of assets and other transactions. 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 $4 billion in the last four 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, for the ability to always deliver the most practical advice, and for his intricate knowledge of the issues and procedures in the Court of Chancery. He has also been commended as a completely clear thinker who knows how to make a real case, and who understands beyond the case and sees the bigger picture. -Chambers USA2006-2013

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

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

Connecting Generations - Creative Mentoring, Inc., Mentor

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


Delaware Business Litigation Report


Best Lawyers, 2006-2014

Chambers USA- Recognized for work in the Delaware Court of Chancery, 2005-2014

Delaware Super Lawyers, 2007-2014

Benchmark Litigation, Litigation Star, 2008-2014

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

Recent Representations

Recent Representations

Special Litigation Committee

Represented special litigation committee formed to investigate claims of breach of fiduciary duty arising out of a merger of affiliated companies based on an allegedly unfair exchange ratio

Special Negotiating Committees

Represented special negotiating committee of disinterested and independent directors in billion dollar sale and restructuring process of American manufacturing company

Represented special negotiating committee in $120 million debt to equity conversion

Breach of Fiduciary Duty Claims in Merger and other Transactions

Represented inside directors and oil and gas exploration company in defense of class action in Court of Chancery attacking $2.3 billion dollar conflict of interest merger transaction

Represented as Delaware counsel majority stockholders and directors and surviving entity in Court of Chancery in defense of unfair dealing and appraisal action alleging unfairness in merger transaction

Represented CEO and other officer and director of publicly-traded biotech company in Court of Chancery in defense of class action alleging breach of fiduciary duty in third-party merger transaction

Represented CEO and general counsel of major manufacturing company in District Court of Delaware in defense of derivative action alleging breach of fiduciary duty in connection with alleged failure to monitor patent infringement litigation claims

Stock Purchase Agreement Disputes

Represented as Delaware counsel in Court of Chancery buyer in $145 million stock purchase transaction alleging claims of fraudulent concealment of material information

Represented as Delaware counsel in Court of Chancery seller in stock purchase transaction in dispute over allocation of transaction-related expenses

Recent Representations

Other Representations

In Re Audiovox Corporation Derivative Litigation

Defended inside directors and acted as lead counsel in defense of derivative claim in Court of Chancery in which plaintiffs alleged excessive remuneration to the chair of the board of parent and president of subsidiary in a sale of assets transaction

Emerald Partners v. Berlin
Represented defendant directors where the Delaware Supreme Court upheld Court of Chancery's post-trial determination that defendants proved price was fair and disclosures complete in transaction with controlling stockholder

The Union Illinois 1995 Investment Limited Partnership v. Union Financial Group, Ltd.
Lead counsel in defending respondent company in an appraisal action where Court of Chancery post-trial determined fair value to be merger price minus synergies, where merger price determined by third-party auction in transaction negotiated at arms-length

Arkema, Inc. v. Dow Chemical Company, et al.
Delaware counsel for plaintiff which obtained mandatory temporary restraining order from Court of Chancery requiring defendant to comply with capacity reservation agreement

Healey v. Campbell
Represented CEO and board chair of a publicly-traded technology company in defense of claims of breach of fiduciary duty

Appraisal Action
Represented dissenting shareholders challenging fair value of merger consideration

Feldman v. Cutaia
Defended corporation in derivative action where Court of Chancery found that exceptions did not apply to general rule that derivative claims are extinguished by a merger

Limited Liability Company Dispute
Represented limited liability company and members in expedited litigation in the Court of Chancery with former member, involving claims of breach of fiduciary duties, breach of contract and misappropriation of trade secrets

In Re Siliconix Inc. Shareholders Litigation
Defended an injunction claim in Court of Chancery against tender offer by majority stockholder

In Re Gaylord Container Corporation Shareholders Litigation
Defended corporation as Delaware counsel where Court of Chancery entered summary judgment for defendants against claim that series of defensive measures violatedUnocalstandard

Zimmerman v. Tepas
Represented class and derivative plaintiffs in Court of Chancery action challenging insider transactions including self-dealing in dividend allocation

Court of Chancery Appointments

Special Master to resolve reasonableness of attorneys fees in appraisal action

Trustee pursuant to Sections 273 and 279 of the Delaware General Corporation Law to sell pharmacy jointly owned by two 50% stockholders and resolve competing stockholder claims

Discovery Master to resolve disputed assertions of attorney-client privilege on privilege log

Business Mediations and Arbitrations
Numerous case outcomes achieved in alternative dispute resolution forums, both as a litigator and mediator

News & Events


Preferred Stockholders, and Common Stockholders - How Much Can Preferred Be Preferred?August 4, 2012Chicago

Garrett Corporate and Securities Law InstituteMay 4, 2012

Irreconcilable Differences: Director, Manager and Shareholder Conflicts in Takeover LitigationApril 6, 2011

Fiduciary Duties of Officers and Directors of Insolvent CompaniesJuly 31, 2010

News & Events

News & Media Mentions

Morris James Receives Top Legal Rankings in Chambers USA 2014May 23, 2014

Lewis Lazarus Organizes and Moderates DSBA's Corporations Law Council's Annual Corporate Law SeminarMay 22, 2014

Morris James to Sponsor the Wilmington and Southern Delaware Heart BallsFebruary 26, 2014

Delaware Super Lawyers 2014 Recognizes 12 Morris James' AttorneysJanuary 23, 2014Delaware Super Lawyers

Nine Morris James Attorneys Named as 2013 Top Lawyers by their Peers and Readers of Delaware Today MagazineOctober 28, 2013Delaware Today Magazine

United Way of Delaware Recognizes Lewis H. Lazarus at DSBA Pro Bono BreakfastOctober 25, 2013

20 Attorneys in 23 Practices Recognized by Best Lawyers 2014August 15, 2013Best Lawyers 2014

Benchmark Litigation Names 7 Partners Among Top Litigators in DelawareJuly 11, 2013

Chambers USA Names 13 Morris James Attorneys in Their 2013 Guide to Leading Business LawyersMay 29, 2013Chambers USA

Delaware Super Lawyers 2013 Recognizes 12 Morris James' AttorneysJanuary 9, 2013Delaware Super Lawyers

Delaware Super Lawyers Magazine Has Recognized 7 Morris James' Attorneys As Top Legal Counsel In DelawareDecember 11, 2012

Lewis H. Lazarus to Chair Directors and Officers Liability Committee of Business Law Section of the American Bar AssociationOctober 19, 2012

20 Morris James Attorneys in 23 Practices Selected for Inclusion in Best Lawyers 2013August 30, 2012

Benchmark Litigation 2013 Names 7 Morris James Partners Among Top Delaware LitigatorsJuly 13, 2012

Chambers USA Names 14 Morris James Attorneys in Their 2012 Guide to Leading Business LawyersJune 4, 2012

Delaware Super Lawyers Recognizes 11 Morris James Attorneys as Top Legal Counsel in DelawareMay 18, 2012

Morris James Launches Delaware Courts Online - A Guide to Litigation in Delaware's Business CourtsSeptember 22, 2011

17 Morris James Attorneys Named in Best Lawyers 2012 in 20 Practice AreasAugust 31, 2011

Lewis Lazarus Appointed Vice-Chair of Business Law Section of ABA's Directors and Officers Liability CommitteeAugust 10, 2011

Lewis Lazarus to Serve on State Board of The Boys and Girls Clubs of Delaware, Inc.August 4, 2011

Benchmark Litigation 2012 Names 5 Morris James Partners Among Top Local Litigation StarsJune 16, 2011

Delaware Super Lawyers Names 8 Morris James Partners As Top Legal Counsel in DelawareMay 31, 2011

17 Morris James Attorneys Selected by Best Lawyers 2011August 4, 2010

Benchmark Litigation 2011 Names 5 Morris James Partners Among Top Local Litigation StarsAugust 3, 2010

Delaware Super Lawyers Names 7 Morris James Partners as Top Legal Counsel in DelawareJune 27, 2010

Chambers USA Names 10 Morris James Partners In Their 2010 Guide to Leading Business LawyersJune 16, 2010

Lewis Lazarus Recognized For Five Years of Pro Bono Service By The Office Of The Child AdvocateNovember 2, 2009

Best Lawyers Names 15 Morris James Attorneys and Ranks the Firm #1 in Delaware for Education Law and Elder LawOctober 12, 2009

Benchmark Litigation 2010 Names Morris James Partners Among Top Litigation PractitionersAugust 17, 2009

Delaware Super Lawyers Magazine Has Named 7 Morris James Partners As Top Legal Counsel In DelawareJune 17, 2009

Chambers USA 2009 Recognizes 8 Morris James Attorneys and 4 Practice GroupsJune 10, 2009

13 Morris James Partners Named in Best Lawyers 2009October 23, 2008

Lewis H. Lazarus Appointed as Vice-Chair of the Board on Professional ResponsibilityApril 22, 2008

Morris James Partners Recognized in Delaware Super Lawyers Corporate Counsel EditionJanuary 14, 2008

Eleven Morris James Partners Nominated in Best Lawyers 2008December 4, 2007

Morris James Attorneys Appointed to Board on Professional ResponsibilityAugust 1, 2007

Six Morris James Attorneys Nominated to Delaware Super Lawyers June 1, 2007

Six Morris James Attorneys Recognized in Best Lawyers October 21, 2005


Articles & Publications

Avoiding the Entire-Fairness Standard of ReviewJune 18, 2014Delaware Business Court Insider

Guidance on Use of Deposition Testimony in Motions to DismissApril 9, 2014Delaware Business Court Insider

Advancement Denied to Board Chair Following LLC's ConversionJanuary 29, 2014Delaware Business Court Insider

Chancery Awards Advancement to Officer Accused of Self-DealingDecember 25, 2013Delaware Business Court Insider

The Delaware General Corporate LawDecember 23, 2013Lawyer Monthly

Section 225 Order Stayed Pending Expedited AppealNovember 27, 2013Delaware Business Court Insider

Supreme Court Applies 'Reasonable Conceivability' TestOctober 23, 2013Delaware Business Court Insider

Supreme Court Reaffirms Fraud Exception's Narrow ScopeSeptember 25, 2013Delaware Business Court Insider

Chancery Court Reaffirms Entire-Fairness ApplicationAugust 28, 2013Delaware Business Court Insider

Court Upholds Facial Validity of Board-Approved BylawsJuly 10, 2013Delaware Business Court Insider

Expedition Doesn't Extend to Non-Colorable ClaimsJune 5, 2013Delaware Business Court Insider

Court of Chancery Explains Why Not All Sale Processes Require Entire Fairness or Revlon ReviewSeptember 5, 2012Delaware Business Court Insider

Court of Chancery Enforces Contractual Fee-Shifting ProvisionAugust 8, 2012Delaware Business Court Insider

Court Leaves it to Stockholders to Decide on El Paso Merger TransactionMarch 14, 2012Delaware Business Court Insider

Fiduciary Duties of Managers of LLC's: The Status of the Debate in DelawareFebruary 28, 2012Business Law Today

Chancery Court Allows Evidence in Appraisal Trial of Mandatory RedemptionFebruary 15, 2012Delaware Business Court Insider

Preferred Shareholder Must Look to Certificate of Incorporation to Prove Redemption Right, Supreme Court ReaffirmsDecember 7, 2011Delaware Business Court Insider

The Implied Covenant of Good Faith and Fair Dealing: Does It Protect Members of Delaware LLCs?November 2011Business Law Today

Delaware's Court of Chancery Prevents Parties from Escaping Their Chosen Forum by Artful PleadingOctober 26, 2011Delaware Business Court Insider

Court of Chancery Arbitration Likely to Become More PrevalentSeptember 28, 2011Delaware Business Court Insider

Two Vice Chancellors, Two Preferences for Interim Fee ApplicationsAugust 31, 2011Delaware Business Court Insider

Court of Chancery Denies Expedited Process in Merger of Limited Partnership Even Though Plaintiff Stated Colorable ClaimJuly 13, 2011Delaware Business Court Insider

To Avoid Dismissal in the Court of Chancery, Plaintiffs Must Plead Facts Showing UnfairnessJune 15, 2011Delaware Business Court Insider

Chancery Decisions Highlight Importance of Independent and Disinterested Directors in Company Sale TransactionsMay 25, 2011

Ignoring Chancery Court's Guidance on How to Act in Merger Transactions Could Jeopardize DealsMay 4, 2011Delaware Business Court Insider

Material Adverse Change Clauses Protect Against Loss of Customers and SuppliersMay 2, 2011Westlaw Journal Delaware-Corporate, Volume 25, Issue 21

Directors Designated by Investors Owe Fiduciary Duties to the Company as a Whole, Not the Designating InvestorMarch 23, 2011Delaware Business Court Insider

The Risks of a Conflicted CEONovember 24, 2008Directorship Magazine

Keeping Current: LLC GovernanceMay 20, 2008Business Law Today, Volume 17, Number 5, May/June 2008

Lack of Director Independence Under Delaware Law: What You Need to KnowOctober 3, 2007The Corporate Counselor

Emerging Trends in Fiduciary Duty Litigation: Lessons Learned from Emerging Communications and DisneyApril 3, 2006BNA Inc.'s Corporate Accountability Report, Vol. 4, No. 13

A Stay in a Federal Class Action Does Not Necessarily Bar a Plaintiff's State Law Claim for Books and RecordsDecember 23, 2004

Delaware Supreme Court Holds That Directors Can Still Be FriendsApril 1, 2004


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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