Lewis H Lazarus
USA Guide 2024
Band 2 : Chancery
Band 2
About
Provided by Lewis H Lazarus
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
Career
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.
Professional Memberships
Delaware Supreme Court Access to Justice Commission, Co-Chair (2017- ); Member and Chair, Subcommittee on Judicial Branch Coordination in Helping Pro Se Litigants (2014 - 2017)
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, Past-Chair (Chair, 2012-2015)
Richard S. Rodney Inn of Court
The Office of the Child Advocate, Delaware, Guardian ad litem on behalf of dependent and neglected children (2004-present)
Federal Bar Association
Chambers Review
USA
Lewis Lazarus typically advises on complex disputes involving M&A deals and alleged breaches of fiduciary duty.
Articles, highlights and press releases
5 items provided by Morris James LLP
Court Upholds Stockholder's Share Ownership and Books-and-Records Request
Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose.
Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction
Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing.
Court Gives Great Weight to Pre-Merger Negotiations
Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements governing alternative entities such as limited liability companies or limited p
Court Dismisses Derivative Action in Stockholder's Litigation Demand
Delaware courts have been critical of litigants who bring derivative claims without first seeking books and records. The absence of such records often makes it difficult to overcome the business judgment rule.
Delaware Corporate and Commercial Case Law Year In Review – 2016
Lewis Lazarus, Albert Manwaring & Albert Carroll authored "Delaware Corporate and Commercial Case Law Year in Review – 2016" summarizing 10 significant decisions of the Delaware Supreme Court and the Delaware Court and the Delaware Court of Chancery over the past year
Court Upholds Stockholder's Share Ownership and Books-and-Records Request
Companies often defend against stockholder requests to inspect books and records by contending that the plaintiff stockholder lacks a proper purpose or that his or her stated purpose is not the real purpose.
Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction
Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages post-closing.
Court Gives Great Weight to Pre-Merger Negotiations
Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements governing alternative entities such as limited liability companies or limited p
Court Dismisses Derivative Action in Stockholder's Litigation Demand
Delaware courts have been critical of litigants who bring derivative claims without first seeking books and records. The absence of such records often makes it difficult to overcome the business judgment rule.
Delaware Corporate and Commercial Case Law Year In Review – 2016
Lewis Lazarus, Albert Manwaring & Albert Carroll authored "Delaware Corporate and Commercial Case Law Year in Review – 2016" summarizing 10 significant decisions of the Delaware Supreme Court and the Delaware Court and the Delaware Court of Chancery over the past year
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