Lewis H. Lazarus
Firm:
Morris James LLP
Phone:302.888.6970
Address: 500 Delaware Avenue, Suite 1500
Wilmington, DE 19801

Membership:
University: Swarthmore College, B.A., High Honors, 1978, Stanford Law School, J.D., 1982
Admitted: 1982, California; 1985, Delaware; 1989, District of Columbia; United States District Court, District of Delaware
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 mergers and acquisitions, 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 several 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 "communicate complex legal language in a businessmen'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 2006-2015 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 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 (2004-present) Federal Bar Association Community Affiliations The Boys and Girls Clubs of Delaware, Inc., Director and Executive Committee Member Swarthmore College, Board of Managers (2011-2014) World Affairs Council of Delaware, Inc., Officer and Director Connecting Generations - Creative Mentoring, Inc., Mentor Read Aloud Delaware, Co-Chair, Champions for Literacy and Past Chair 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 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 violated Unocal standard 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 News & Media Mentions 2015 Super Lawyers® Business Edition Recognizes Four Morris James Litigation Partners November 24, 2015Benchmark Litigation Again Recognizes 7 Morris James Partners October 20, 2015 Benchmark Litigation 2016 Three Morris James Partners Selected as Fellows of the American Bar Foundation August 24, 2015 Best Lawyers® 2016 Recognizes 21 Morris James Attorneys August 18, 2015 Morris James Partners to Partake in Delaware Corporate Law CLE May 27, 2015 Fourteen Morris James Attorneys Recognized in Chambers USA 2015 May 19, 2015 Delaware Super Lawyers® 2015 Recognizes 8 Morris James Attorneys May 15, 2015 Morris James Launches Data Privacy and Information Governance Group March 31, 2015 Morris James Partners to Speak at 2015 ABA Business Law Section Spring Meeting March 27, 2015 The Office Of The Child Advocate Recognizes Lewis H. Lazarus for Ten Years of Pro Bono Service March 3, 2015 Delaware Super Lawyers® 2014 Business Edition Names Six Morris James Partners December 30, 2014 Benchmark Litigation Recognizes Seven Morris James Attorneys as Top Litigators in Delaware December 18, 2014 Morris James Leads Delaware Today "Top Lawyers" Edition with 25 Recognitions October 21, 2014 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 Lewis H. Lazarus To Moderate Panel At Annual Meeting of The American Bar Association August 4, 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 Lewis H. Lazarus To Serve As Panelist At The Ray Garrett Jr. Corporate and Securities Law Institute May 4, 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 Publications Articles & Publications Preservation of Option to Pursue Claim Not Threatened Action December 23, 2015 Delaware Business Court InsiderMerger Price Is Best Evidence of Fair Value in Appraisal Action November 4, 2015 Delaware Business Court Insider Chancery Dismisses Complaint for Failure to Allege Noncompliance September 17, 2015 Delaware Business Court Insider Court of Chancery Dismisses Derivative Claims Even Though Entire Fairness Arguably Applied July 31, 2015 'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock Principles June 10, 2015 Delaware Business Court Insider Chancery Applies Contract Principles in Preferred-Shares Dispute April 23, 2015 Delaware Business Court Insider Derivative Action Stayed Pending $228.9M Appeal March 4, 2015 Delaware Business Court Insider Del. Justices Reverse Injunction Halting Sale of Control Transaction January 7, 2015 Delaware Business Court Insider Derivative Claims Dismissed for Failure to Plead Sufficient Facts December 10, 2014 Delaware Business Court Insider 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 Latest Blog Posts Delaware Business Litigation Report New Jersey District Court Rejects Shareholder Derivative Action Based on Cybersecurity Breach Kyle Evans Gay, Lewis H. Lazarus Avoiding the Entire-Fairness Standard of Review Guidance on Use of Deposition Testimony in Motions to Dismiss Advancement Denied to Board Chair Following LLC's Conversion Chancery Awards Advancement to Officer Accused of Self-Dealing Section 225 Order Stayed Pending Expedited Appeal Supreme Court Applies 'Reasonable Conceivability' Test Supreme Court Reaffirms Fraud Exception's Narrow Scope Blog(s) Delaware Business Litigation Report Honors Delaware Today® "Top Lawyers," 2014 Best Lawyers®, 2006-2016 Chambers USA - Recognized for work in the Delaware Court of Chancery, 2005-2015 Delaware Super Lawyers®, 2007-2015 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 Ten Years of Pro Bono Service, 2015