Lewis H. Lazarus: Lawyer with Morris James LLP

Lewis H. Lazarus

Partner
Wilmington,  DE  U.S.A.
Phone302.888.6970

Peer Rating
 5.0/5.0
AV® Preeminent

Client Rating

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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
 
Memberships 

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
Connecting Generations - Creative Mentoring, Inc., Mentor
Read Aloud Delaware, Co-Chair, Champions for Literacy and Past Chair

 
LanguagesSpanish
 
BornPhiladelphia, Pennsylvania, July 21, 1956
 
Biography

Lewis H. Lazarus, Chair of the Corporate and Commercial Litigation Group at Morris James, 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 USA 2006-2013

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.

Experience
•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

Blog(s)
Delaware Business Litigation Report

Honors

Best Lawyers , 2006-2015

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

News & Events

News & Media Mentions
Lewis Lazarus and Peter Ladig Participate in ABA Podcast
August 19, 2014
Morris James Receives Top Legal Rankings in Chambers USA 2014
May 23, 2014
Lewis Lazarus Organizes and Moderates DSBA's Corporations Law Council's Annual Corporate Law Seminar
May 22, 2014
Morris James to Sponsor the Wilmington and Southern Delaware Heart Balls
February 26, 2014
Delaware Super Lawyers 2014 Recognizes 12 Morris James' Attorneys
January 23, 2014
Delaware Super Lawyers
Nine Morris James Attorneys Named as 2013 Top Lawyers by their Peers and Readers of Delaware Today Magazine
October 28, 2013
Delaware Today Magazine
United Way of Delaware Recognizes Lewis H. Lazarus at DSBA Pro Bono Breakfast
October 25, 2013
20 Attorneys in 23 Practices Recognized by Best Lawyers 2014
August 15, 2013
Best Lawyers 2014
Benchmark Litigation Names 7 Partners Among Top Litigators in Delaware
July 11, 2013
Chambers USA Names 13 Morris James Attorneys in Their 2013 Guide to Leading Business Lawyers
May 29, 2013
Chambers USA
Delaware Super Lawyers 2013 Recognizes 12 Morris James' Attorneys
January 9, 2013
Delaware Super Lawyers
Delaware Super Lawyers Magazine Has Recognized 7 Morris James' Attorneys As Top Legal Counsel In Delaware
December 11, 2012
Lewis H. Lazarus to Chair Directors and Officers Liability Committee of Business Law Section of the American Bar Association
October 19, 2012
20 Morris James Attorneys in 23 Practices Selected for Inclusion in Best Lawyers 2013
August 30, 2012
Benchmark Litigation 2013 Names 7 Morris James Partners Among Top Delaware Litigators
July 13, 2012
Chambers USA Names 14 Morris James Attorneys in Their 2012 Guide to Leading Business Lawyers
June 4, 2012
Delaware Super Lawyers Recognizes 11 Morris James Attorneys as Top Legal Counsel in Delaware
May 18, 2012
Morris James Launches Delaware Courts Online - A Guide to Litigation in Delaware's Business Courts
September 22, 2011
17 Morris James Attorneys Named in Best Lawyers 2012 in 20 Practice Areas
August 31, 2011
Lewis Lazarus Appointed Vice-Chair of Business Law Section of ABA's Directors and Officers Liability Committee
August 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 Stars
June 16, 2011
Delaware Super Lawyers Names 8 Morris James Partners As Top Legal Counsel in Delaware
May 31, 2011
17 Morris James Attorneys Selected by Best Lawyers 2011
August 4, 2010
Benchmark Litigation 2011 Names 5 Morris James Partners Among Top Local Litigation Stars
August 3, 2010
Delaware Super Lawyers Names 7 Morris James Partners as Top Legal Counsel in Delaware
June 27, 2010
Chambers USA Names 10 Morris James Partners In Their 2010 Guide to Leading Business Lawyers
June 16, 2010
Lewis Lazarus Recognized For Five Years of Pro Bono Service By The Office Of The Child Advocate
November 2, 2009
Best Lawyers Names 15 Morris James Attorneys and Ranks the Firm #1 in Delaware for Education Law and Elder Law
October 12, 2009
Benchmark Litigation 2010 Names Morris James Partners Among Top Litigation Practitioners
August 17, 2009
Delaware Super Lawyers Magazine Has Named 7 Morris James Partners As Top Legal Counsel In Delaware
June 17, 2009
Chambers USA 2009 Recognizes 8 Morris James Attorneys and 4 Practice Groups
June 10, 2009
13 Morris James Partners Named in Best Lawyers 2009
October 23, 2008
Lewis H. Lazarus Appointed as Vice-Chair of the Board on Professional Responsibility
April 22, 2008
Morris James Partners Recognized in Delaware Super Lawyers Corporate Counsel Edition
January 14, 2008
Eleven Morris James Partners Nominated in Best Lawyers 2008
December 4, 2007
Morris James Attorneys Appointed to Board on Professional Responsibility
August 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

Events
Preferred Stockholders, and Common Stockholders - How Much Can Preferred Be Preferred?
August 4, 2012
Chicago
Garrett Corporate and Securities Law Institute
May 4, 2012
Irreconcilable Differences: Director, Manager and Shareholder Conflicts in Takeover Litigation
April 6, 2011
Fiduciary Duties of Officers and Directors of Insolvent Companies
July 31, 2010

Articles & Publications
Court of Chancery Rejects Limits on Advancement Rights
October 1, 2014
Delaware Business Court Insider
Chancery Court Dismisses Revlon and Quasi-Appraisal Claim
July 23, 2014
Delaware Business Court Insider
Avoiding the Entire-Fairness Standard of Review
June 18, 2014
Delaware Business Court Insider
Guidance on Use of Deposition Testimony in Motions to Dismiss
April 9, 2014
Delaware Business Court Insider
Advancement Denied to Board Chair Following LLC's Conversion
January 29, 2014
Delaware Business Court Insider
Chancery Awards Advancement to Officer Accused of Self-Dealing
December 25, 2013
Delaware Business Court Insider
The Delaware General Corporate Law
December 23, 2013
Lawyer Monthly
Section 225 Order Stayed Pending Expedited Appeal
November 27, 2013
Delaware Business Court Insider
Supreme Court Applies 'Reasonable Conceivability' Test
October 23, 2013
Delaware Business Court Insider
Supreme Court Reaffirms Fraud Exception's Narrow Scope
September 25, 2013
Delaware Business Court Insider
Chancery Court Reaffirms Entire-Fairness Application
August 28, 2013
Delaware Business Court Insider
Court Upholds Facial Validity of Board-Approved Bylaws
July 10, 2013
Delaware Business Court Insider
Expedition Doesn't Extend to Non-Colorable Claims
June 5, 2013
Delaware Business Court Insider
Court of Chancery Explains Why Not All Sale Processes Require Entire Fairness or Revlon Review
September 5, 2012
Delaware Business Court Insider
Court of Chancery Enforces Contractual Fee-Shifting Provision
August 8, 2012
Delaware Business Court Insider
Court Leaves it to Stockholders to Decide on El Paso Merger Transaction
March 14, 2012
Delaware Business Court Insider
Fiduciary Duties of Managers of LLC's: The Status of the Debate in Delaware
February 28, 2012
Business Law Today
Chancery Court Allows Evidence in Appraisal Trial of Mandatory Redemption
February 15, 2012
Delaware Business Court Insider
Preferred Shareholder Must Look to Certificate of Incorporation to Prove Redemption Right, Supreme Court Reaffirms
December 7, 2011
Delaware Business Court Insider
The Implied Covenant of Good Faith and Fair Dealing: Does It Protect Members of Delaware LLCs?
November 2011
Business Law Today
Delaware's Court of Chancery Prevents Parties from Escaping Their Chosen Forum by Artful Pleading
October 26, 2011
Delaware Business Court Insider
Court of Chancery Arbitration Likely to Become More Prevalent
September 28, 2011
Delaware Business Court Insider
Two Vice Chancellors, Two Preferences for Interim Fee Applications
August 31, 2011
Delaware Business Court Insider
Court of Chancery Denies Expedited Process in Merger of Limited Partnership Even Though Plaintiff Stated Colorable Claim
July 13, 2011
Delaware Business Court Insider
To Avoid Dismissal in the Court of Chancery, Plaintiffs Must Plead Facts Showing Unfairness
June 15, 2011
Delaware Business Court Insider
Chancery Decisions Highlight Importance of Independent and Disinterested Directors in Company Sale Transactions
May 25, 2011
Ignoring Chancery Court's Guidance on How to Act in Merger Transactions Could Jeopardize Deals
May 4, 2011
Delaware Business Court Insider
Material Adverse Change Clauses Protect Against Loss of Customers and Suppliers
May 2, 2011
Westlaw Journal Delaware-Corporate, Volume 25, Issue 21
Directors Designated by Investors Owe Fiduciary Duties to the Company as a Whole, Not the Designating Investor
March 23, 2011
Delaware Business Court Insider
The Risks of a Conflicted CEO
November 24, 2008
Directorship Magazine
Keeping Current: LLC Governance
May 20, 2008
Business Law Today, Volume 17, Number 5, May/June 2008
Lack of Director Independence Under Delaware Law: What You Need to Know
October 3, 2007
The Corporate Counselor
Emerging Trends in Fiduciary Duty Litigation: Lessons Learned from Emerging Communications and Disney
April 3, 2006
BNA 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 Records
December 23, 2004
Delaware Supreme Court Holds That Directors Can Still Be Friends
April 1, 2004

 
ISLN905579915
 

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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