Lewis Lazarus
Mergers and other transactions where controlling shareholders or directors or officers are alleged to have conflicts of interest
Lewis Lazarus focuses his practice on corporate governance and commercial matters in the Delaware Court of Chancery. He has been lead counsel in trials arising out of mergers and acquisitions, including cases 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. 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 $7 billion in the last several years.
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 "communicate complex legal language in a businessman's language," 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 - Present)
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.
Practice areas:
• Corporate and Fiduciary Litigation
• Corporate Governance Counseling
• Special Committee Representation
• Alternative Dispute Resolution
• Contract Litigation
• Corporate Advice
• Business Torts
• Non-Compete and Trade Secret Protection
• Legal Opinions
• Distressed Entity, Insolvency Counseling
• LLC, LP, Partnership Litigation
llazarus@morrisjames.com
302.888.6970
- Business Law
- Business Contracts, Business Dissolution, Business Finance, Business Formation, Business Litigation, Franchising, Mergers & Acquisitions, Partnership & Shareholder Disputes
- Delaware
- Delaware Supreme Court
- ID Number: 002374
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- English: Spoken, Written
- Mergers and other transactions where controlling shareholders or directors or officers are alleged to have conflicts of interest
- Current
- Inspection of books and records
- Current
- Appraisal actions
- Current
- Determination of a corporations officers and directors pursuant to Section 225 of the Delaware General Corporation Law
- Current
- Disputes involving managers and members of Delaware limited liability companies
- Current
- Claims arising out of Delaware statutory trusts and Delaware limited partnerships
- Current
- Breach of contract actions in various settings including the enforceability of covenants not to compete
- Current
- Stanford Law School
- J.D. (1982)
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- Top Lawyers - Alternative Dispute Resolution
- Delaware Today
- Commercial Litigation; Corporate Governance Law; Corporate Law; Litigation - Mergers and Acquisitions
- Best Lawyers
- Recognized Chancery Lawyers
- Chambers USA
- State Bar of Delaware # 002374
- Council of the Corporation Law Section
- Current
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- Delaware Supreme Court Access to Justice Commission
- Co-Chair
- Current
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- Delaware Supreme Court
- Board on Professional Responsibility
- Current
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- American Bar Association
- Directors and Officers Liability Committee
- Current
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- Richard S. Rodney Inn of Court
- Member
- Current
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- The Office of the Child Advocate Delaware
- Guardian ad litem on behalf of dependent and neglected children
- Current
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- Federal Bar Association
- Member
- Current
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- Federal Bar Association
- Member
- Current
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- Chancery Denies Motion to Vacate Advancement Orders Based on Belated Assertion of Arbitration Provision
- Delaware Business Court Insider
- Court of Chancery Re-Affirms that Director-Designating Investor is Entitled to Privileged Communications from Company Counsel in Appraisal Litigation
- Delaware Business Court Insider
- Court of Chancery Sustains Derivative Complaint Based on Allegations That the Board Acted in Bad Faith
- Delaware Business Court Insider
- Chancery Requires Bond in Connection With Status Quo Order
- Chancery Breaks With Two Earlier Decisions, Finds That an Integration Clause Does Not Bar Fraud Claims Based on Expressions of Future Intent
- Court of Chancery Invalidates Election of Directors Where Board Improperly Set the Record Date
- Chancery Grants Motion to Dismiss Breach of Fiduciary Duty Claims Against Officers in Controlling Stockholder Transaction Subject to Entire Fairness Review
- Lewis Lazarus and Eric Hacker to Speak at Upcoming DSBA Seminar: Delaware Corporate Law Council 2023, Delaware Corporate Law Council 2023
- Litigation Partners Lewis H. Lazarus and R. Eric Hacker will participate in the 2023 DSBA Corporation Law Council annual seminar on September 12, 2023. The program will consist of two separate panel sessions in which practitioners provide insight on recent developments in Delaware corporate law.
