In his litigation practice, Lewis H. Lazarus serves as both lead and co-counsel in complex corporate, commercial and fiduciary matters. His trial experience includes individual, class and derivative actions alleging breach of fiduciary duties. That experience informs his judgment in advising special committees and boards in conflict of interest transactions.
His practice is primarily in the Delaware Court of Chancery and frequently involves expedited proceedings, including actions for temporary restraining orders and preliminary injunctions.
In addition, Lewis has served as lead counsel in matters involving:
· 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
Lewis has been praised for his ability to "always deliver the most practical advice" and intricate knowledge of the issues and procedures in the Court of Chancery (Chambers 2011) and commended for his "insightful approach" (Chambers 2009), as a "completely clear thinker" (Chambers 2006) and as someone who "knows how to make a real case" (Chambers 2007).
Delaware Court Appointments
A respected member of Delaware's legal community, Lewis was appointed in 2008 by the Delaware Supreme Court to serve as vice chair of the court's Board on Professional Responsibility.
Lewis has received several appointments from the Delaware Court of Chancery, one to serve as a special discovery master, and another to serve as a trustee of a Delaware corporation. As a trustee, he was responsible for selling assets and resolving disputed claims involving the company, which was owned by two 50-percent stockholders.
Beyond the Courthouse
Lewis participates in numerous civic and professional activities. He has lectured to attorneys on standards of review in conflict-of-interest transactions and on intracorporate dispute resolution. Lewis has also traveled to Mexico, Europe, Canada, South America and the Middle East to discuss the advantages of Delaware law with business representatives.
Honors and Awards
· Benchmark: Litigation, Identified as a litigation star, 2008-2012
· The Best Lawyers in America®, Woodward/White, Inc., 2006-2011
· Chambers USA - America's Leading Lawyers for Business, Recognized for work in the Delaware Court of Chancery, 2005-2011
· Delaware Super Lawyers®, 2007-2012
· 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
Activities and Affiliations
· The Boys and Girls Clubs of Delaware, Inc., State Board Member
· American Bar Association, Business Law Section, Directors and Officers Liability Committee, Vice-Chair
· Delaware State Bar Association, Council of the Corporation Law Section of the Delaware State, Member
· Delaware Supreme Court, Board on Professional Responsibility, Member, 2007; Vice-Chair, 2008
· Richard S. Rodney Inn of Court, Member
· The Office of the Child Advocate, Delaware, Guardian ad litem on behalf of abused and neglected children
· American Bar Association, Business Law Section and Litigation Section's Class and Derivative Suits Committee, Member
· Federal Bar Association, Member
· Swarthmore College, Board of Managers, Member
· World Affairs Council of Wilmington, Inc., Officer and Director
· Delaware Technical and Community College, Member. Advisory Board for Paralegal Program
· Connecting Generations - Creative Mentoring, Inc., Mentor
· Read Aloud Delaware, Past Chair
Experience
Arkema, Inc. v. Dow Chemical Company, et al.
2010 WL 2334386 (Del.Ch., May 14, 2010) (V.C. Parsons)
Delaware counsel for plaintiff which obtained mandatory temporary restraining order requiring defendant to comply with capacity reservation agreement.
Healey v. Campbell
C.A. No. 5211-VCP (Del. Ch. 2010) (V.C. Parsons)
Represented CEO and board chair of a publicly-traded technology company in defense of claims of breach of fiduciary duty.
Special Negotiating Committee
Represented special negotiating committee of disinterested and independent directors in billion dollar sale and restructuring process of American manufacturing company (2009).
Harrington v. Curcio
C. A. No. 4235-VCS (Del. Ch. May 18, 2009) (V.C. Strine)
Represented inside directors and company CEO and Vice-President in proceeding challenging corporate dissolution.
Great Atlantic News LLC v. Prologix Distribution Services (East), LLC
C. A. No. 09-85 GMS (D.Del. February 10, 2009)
Represented plaintiff with co-counsel in expedited proceeding to obtain emergency relief ordering defendant to continue distributing client's magazines pending a final hearing.
Appraisal Action
Represented dissenting shareholders challenging fair value of merger consideration (January, 2009).
Feldman v. Cutaia
2007 WL 2215956 (Del. Ch., August 1, 2007) (V.C. Lamb)
Defended corporation in derivative action where Court found that exceptions did not apply to general rule that derivative claims are extinguished by a merger.
In Re Audiovox Corporation Derivative Litigation
Cons. C. A. No. 787-N (Del. Ch., May 11, 2007) (V.C. Lamb) (Order and Final Judgment)
Defended inside directors and acted as lead counsel in defense of derivative claim in which plaintiffs alleged excessive remuneration to the chair of the board of parent and president of subsidiary in a sale of assets transaction.
Limited Liability Company Dispute
Represented limited liability company and members in expedited litigation with former member involving claims of breach of fiduciary duties, breach of contract and misappropriation of trade secrets (2007).
Emerald Partners v. Berlin
840 A.2d. 641 (Del. 2003), affirming, 2003 WL 21003437, (Del. Ch. Apr 28, 2003)
In this Order, the Court affirms judgment in favor of defendant director clients, and upholds Court of Chancery's 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.
847 A.2d 340 (Del. Ch. 2003) (V.C. Strine)
Defended a respondent company in an appraisal action where Court determined fair value to be merger price minus synergies, where merger price determined by third party auction in transaction negotiated at arms-length.
In Re Siliconix Inc. Shareholders Litigation
2001 WL 716787 (Del. Ch., June 19, 2001, revised June 21, 2001) (V.C. Noble)
Defended an injunction claim against tender offer by majority stockholder.
In Re Gaylord Container Corporation Shareholders Litigation
753 A.2d 462 (Del. Ch. 2000) (V.C. Strine)
Defended corporation against claim that series of defensive measures violated Unocal standard. Case illustrates application of Unocal standards to defensive measures of unwanted takeover.
Business Mediations and Arbitrations
Numerous case outcomes achieved in alternative dispute resolution forums.
Publications
5.18.2012
Standards of Review in Conflict Transactions on Motions to Dismiss: Lessons Learned in the Past Decade
This article was originally published in The Delaware Journal of Corporate Law, Volume 36, 2011, Number 3
04.11.2012
Failure to Plead Demand Futility Risks Losing Attorney Fees
This article was originally published in the Delaware Business Court Insider | April 11, 2012
03.14.2012
Court Leaves it to Stockholders to Decide on El Paso Merger Transaction
This article was originally published in the Delaware Business Court Insider | March 14, 2012
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
02.15.2012
Chancery Court Allows Evidence in Appraisal Trial of Mandatory Redemption
This article was originally published in the Delaware Business Court Insider | February 15, 2012
12.07.211
Preferred Shareholder Must Look to Certificate of Incorporation to Prove Redemption Right, Supreme Court Reaffirms
This article was originally published in the Delaware Business Court Insider | December 7, 2011
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
10.26.2011
Delaware's Court of Chancery Prevents Parties From Escaping Their Chosen Forum by Artful Pleading
This article was originally published in the Delaware Business Court Insider | October 26, 2011
09.28.2011
Court of Chancery Arbitration Likely to Become More Prevalent
This article was originally published in the Delaware Business Court Insider | September 28, 2011
08.31.2011
Two Vice Chancellors, Two Preferences for Interim Fee Applications
Originally published in the Delaware Business Court Insider | August 31, 2011
07.13.2011
Court of Chancery Denies Expedited Process in Merger of Limited Partnership Even Though Plaintiff Stated Colorable Claim
This article was originally published in the Delaware Business Court Insider | July 13, 2011
06.15.2011
To Avoid Dismissal in the Court of Chancery, Plaintiffs Must Plead Facts Showing Unfairness
This article was originally published in the
Delaware Business Court Insider | June 15, 2011
05.25.2011
Chancery Decisions Highlight Importance of Independent and Disinterested Directors in Company Sale Transactions
This article was originally published in the
Delaware Business Court Insider | May 25, 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
05.04.2011
Ignoring Chancery Court's Guidance on How to Act in Merger Transactions Could Jeopardize Deals
This article was originally published in the
Delaware Business Court Insider | May 04, 2011
03.23.2011
Directors Designated by Investors Owe Fiduciary Duties to the Company as a Whole, Not the Designating Investor
This article was published in the
Delaware Business Court Insider | 2011-03-23
11.24.2008
The Risks of a Conflicted CEO
Originally published in
Directorship Magazine, 2008
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.
10.03.2007
Lack of Director Independence Under Delaware Law: What You Need to Know
Partner Lewis H. Lazarus and Associate Katherine J. Neikirk of Morris James' Corporate and Fiduciary Litigation Group were recently featured in the October issue of The Corporate Counselor.
04.03.2006
Emerging Trends in Fiduciary Duty Litigation: Lessons Learned from Emerging Communications and Disney
Lewis H. Lazarus, a partner in Morris James' Corporate and Fiduciary Litigation Group, co-authored an article in BNA Inc.'s Corporate Accountability Report.
12.23.2004
A Stay in a Federal Class Action Does Not Necessarily Bar a Plaintiff's State Law Claim for Books and Records
With the passage of federal legislation regulating public companies such as Sarbanes-Oxley, the Securities Litigation Uniform Standards Act ("SLUSA") and the Private Securities Litigation Reform Act of 1995 ("PSLRA"), courts are increasingly being called upon to examine the effects of those statutes on matters that were traditionally the domain of state law.
04.01.2004
Delaware Supreme Court Holds That Directors Can Still Be Friends
While Martha Stewart's criminal trial has garnered its share of headlines, a derivative claim brought by a stockholder of her company has generated an opinion by the Delaware Supreme Court that clarifies the standards by which Delaware will measure the independence of a director for purposes of assessing demand futility.