Jason C. Jowers
Morris James LLP
Address: 500 Delaware Avenue, Suite 1500
Wilmington, DE 19801

University: Rhodes College, B.A., cum laude, with Honors, 2000, The George Washington University Law School, J.D., 2003
Admitted: 2005, Delaware; 2005, Pennsylvania; 2005, Tennessee; United States District Court, District of Delaware; U.S. Court of Appeals, Third Circuit
Biography: Jason C. Jowers' practice focuses on corporate, alternative entity, and commercial litigation. He primarily represents members and managers of LLCs, officers and directors of corporations, and companies in high-stakes litigation in the Delaware Court of Chancery, Delaware Superior Court, Delaware Supreme Court, and United States District Court for the District of Delaware. Additionally, Jason handles arbitrations governed by the AAA Commercial Arbitration Rules, including cases governed by the Procedures for Large, Complex Commercial Disputes. He has led litigation teams in disputes involving mergers and acquisitions, corporate and LLC control issues, judicial dissolution, and complex commercial arrangements. Jason is active in the Business Law Section of the American Bar Association. He currently serves as the Chair of the Partnerships and Alternative Entities Sub-Committee of the Business and Corporate Litigation Committee. Jason also regularly authors articles relating to alternative entity litigation and corporate litigation issues, including for the "Delaware Insider" section of Business Law Today. In addition to his business litigation practice, Jason also regularly handles pro bono cases before the United States District Court for the District of Delaware as a member of the Federal Civil Panel. Experience • Disputes between managers and members of Delaware limited liability companies • Fiduciary duties of officers and directors of corporations and members and managers of alternative entities • Inspection of books and records of Delaware companies • Judicial dissolution of LLCs • Material adverse effect and material adverse change clauses • Complex contract disputes • Director and officer liability insurance coverage claims • Trade secret misappropriation • Covenants not to compete • Anti-suit injunctions Professional Affiliations ABA Partnerships and Alternative Entities Sub-Committee of the Business and Corporate Litigation Committee, Chair ABA's Business Law Today, Rotating Author for Delaware Insider Section Delaware Access to Justice Commission, Member of Subcommittee on Judicial Branch Coordination in Helping Pro Se Litigants Richard S. Rodney Inn of Court, Barrister Richard K. Herrmann Technology American Inn of Court, Barrister Board of Bar Examiners, Delaware, Associate Member, 2008-2009 Delaware State Bar Association Federal Civil Panel, U.S. District Court, District of Delaware Community Affiliations Delaware High School Mock Trial Competition, Chairman Delaware Law Related Education Center, Board Member Food Bank of Delaware, Member of Advancement Committee Recent Matters BE&K Engineering Company, LLC v. RockTenn CP, LLC Represented BE&K in action brought in Court of Chancery seeking anti-suit injunction. RockTenn filed action in Georgia for breach of an engineering contract and other claims arising out of or related to the engineering contract. The engineering contract contained a forum selection clause requiring claims arising out or related to the contract to be litigated in Delaware. Following expedited briefing, BE&K obtained a preliminary injunction, which enjoined RockTenn's prosecution of the claims against BE&K in Georgia. Subsequently, following BE&K's motion for summary judgment, the Court of Chancery permanently enjoined RockTenn from prosecuting the claims it brought in Georgia against BE&K that arise out of or relate to the engineering contract in any forum other than Delaware. The Delaware Supreme Court affirmed the Court of Chancery's decision. Newell Rubbermaid, Inc. v. Sandy Storm Represented Newell Rubbermaid in action brought in the Court of Chancery seeking a temporary restraining order barring Gracco's former National Account Manager for Target from soliciting Target or using Newell's confidential information pursuant to restricted stock unit agreements. The case presented two novel issues under Delaware law. First, the RSU agreements were electronic "click-wrap" agreements, which are agreements one consents to online by clicking an "accept" button. The employee claimed not to have read the agreements. No court had ever decided whether click-wrap agreements are enforceable under Delaware law. Second, the employee was an at-will employee and the RSUs vested in one third increments on the first, second, and third anniversaries of the RSU award. Some cases from other jurisdictions found consideration illusory because the employee could be terminated before the RSUs ever vested leaving the employee with nothing. Adopting Newell's arguments, the Court determined that click-wrap agreements are enforceable under Delaware law, and that failing to read the terms of such an electronic agreement is no defense if the person clicks "accept." The Court also found that RSU agreements with an at-will employee that contain a vesting period are enforceable. Behm v. AIG Represented a former executive of an AIG entity in AAA Commercial Arbitration governed by the Large, Complex Commercial Case Rules. Former executive claimed the company breached a series of LLC and LP agreements with the executive that provided incentive compensation to him in the form of carried interest. Following expedited electronic discovery, Mr. Jowers and the trial team handled a two-week arbitration in New York, NY before a three member panel. As reported on AIG's 10-K, the arbitration panel awarded the former executive approximately $10.5 million in damages and retained rights to certain future profit interest from the entities. Terra Soil Farming LLC v. BIE Industries LLC Defended an oil and gas field service company and its owners in a breach of contract and fraud case brought in the Delaware Court of Chancery alleging a breach of a Material Adverse Effect clause. The plaintiff purchaser acquired all of the sellers' assets pursuant to an Asset Purchase Agreement. Eighteen months after the closing, the purchaser brought an action alleging breach of the MAE clause in the Asset Purchase Agreement, as well as fraud, in part based on one of the sellers' key customers significantly reducing its business and shifting that business to one of sellers' competitors shortly after the purchaser acquired the sellers' assets. The defendants denied these allegations, arguing that they did not have knowledge that the customer intended to switch to a competitor and that the pre-closing facts did not indicate that a Material Adverse Effect had occurred. Following more than a year of electronic discovery, many depositions, and a successful motion in limine limiting the scope of potential damages, the case settled shortly before trial. ABR Frontier Inc. v. M&B Aviation Holdings, LLC Represented M&B Aviation Holdings, LLC in an action in the Court of Chancery brought by ABR Frontier. ABR sought the dissolution of Challenger 5445 LLC, in which both ABR and M&B were 50% holders. ABR also claimed breach of fiduciary duty by M&B. M&B counterclaimed that ABR had breached its fiduciary duties. Following several weeks of intense negotiations, the case settled before discovery began. Simplexity, LLC v. Zeinfeld Represented Simplexity in litigation in the Court of Chancery to enforce the terms of Simplexity's former CEO's non-compete agreement. After expedited briefing and preliminary injunction hearing, the Court found the non-compete was enforceable and enjoined the former CEO from taking on certain jobs with competitor. Green v. LocatePlus Holdings, Corp. Obtained dismissal of breach of fiduciary duty claims brought in the Delaware Court of Chancery against LocatePlus directors for alleged wrongful dilution of shareholder's shares. Also obtained dismissal of books and records action brought simultaneously against the company by the same shareholder. Collins v. Chandler Represented pro bono an indigent prisoner who accused guard of using excessive force in violation of prisoner's Eighth Amendment right to be free from cruel and unusual punishment. Following a three day trial, the jury found that guard used excessive force and awarded both compensatory and punitive damages. Elsmere Park Club, L.P. v. Town of Elsmere Represented municipality in defense of action brought by plaintiff for violation of its constitutional rights. In an issue of first impression in the Third Circuit, the court found that a governmental body does not have to offer a pre-deprivation hearing if the governmental body reasonably believes an emergency exists. Trade Secret Misappropriation Advised Fortune 100 Company in dealing with possible trade secret misappropriation claims against former employees, including employees who allegedly sold secrets to Chinese entities. Inspection of Books and Records of Non-Stock Corporation Represented Delaware corporation in action to enforce its right as a member in a Delaware non-stock corporation to inspect the company's books and records. News & Events News & Media Mentions Delaware Super Lawyers® 2015 Recognizes 8 Morris James Attorneys May 15, 2015 Morris James Partners to Speak at 2015 ABA Business Law Section Spring Meeting March 27, 2015 Delaware Super Lawyers® 2014 Recognizes 12 Morris James' Attorneys January 23, 2014 Delaware Super Lawyers® Delaware Super Lawyers® 2013 Recognizes 12 Morris James' Attorneys January 9, 2013 Delaware Super Lawyers® Morris James LLP Announces Jason C. Jowers and James H. McMackin, III Have Become Partners December 22, 2011 Publications Articles & Publications When Deciding Whether to Judicially Dissolve an LLC, the Court May Find the "Purpose" of the LLC to Be Different Than What Is Stated in the LLC Agreement December 2015 Business Law Today The Increasing Role of Equity in Delaware LLC Litigation October 2015 Business Law Today Recent Developments in Business and Corporate Litigation, 2012-2015 Editions Chapter: General Partnerships, Joint Ventures, Limited Partnerships, and Limited Liability Companies American Bar Association Business Torts: A Fifty State Guide, 2007-2015 Editions Chapter: Delaware Failure to Make Capital Contribution Does Not Necessarily Result in Reduction of Interest in LLC or LP December 2014 Business Law Today Inadvertently Waiving Right to Seek Judicial Dissolution of LLC: It is Easier to do than You Think January 1, 2014 Business Law Today The Resurrection of the Implied Covenant of Good Faith and Fair Dealing in the Alternative Entity Context? Fall 2013 ABA Business and Corporate Litigation Newsletter The Debate on How to Remedy the Problem of Fast-Filing Plaintiffs in Derivative Actions Continues May 2013 Business Law Today Collateral Estoppel Doesn't Bar Second Derivative Case After First is Dismissed July 1, 2012 Business Law Today Fiduciary Duties of Managers of LLC's: The Status of the Debate in Delaware February 28, 2012 Business Law Today The Implied Covenant of Good Faith and Fair Dealing: Does It Protect Members of Delaware LLCs? November 2011 Business Law Today Material Adverse Change Clauses Protect Against Loss of Customers and Suppliers May 2, 2011 Westlaw Journal Delaware-Corporate, Volume 25, Issue 21 Keeping Current: LLC Governance May 20, 2008 Business Law Today, Volume 17, Number 5, May/June 2008 Latest Blog Posts Delaware Business Litigation Report The Debate on How to Remedy the Problem of Fast-Filing Plaintiffs in Derivative Actions Continues Superior Court Grants AT&T Corp. Leave to Appeal Interlocutory Order Granting Summary Judgment Superior Court Denies Plaintiff's Motion for Reargument of Dismissal of Case for Failure to Substitute Counsel Superior Court Finds that Plaintiffs' Medical and Scientific Evidence that Exposure to Automotive Friction Products Increases the Risk of Contracting an Asbestos-related Disease is Sufficiently Reliable Under the Daubert Test Superior Court Finds that Settlement Agreement Did Not Require Insurance Companies to Reimburse Insureds for Money Paid to Cover Shortfalls in Payments to The Center for Claims Resolution by Defaulting Members Superior Court Grants Summary Judgment to Insurers, Finding that Certain of AT & T's D & O Policies Do Not Cover Claims in Underlying Litigation Superior Court Denies Defendant's Motion to Dismiss and Motion for a More Definite Statement in Breach of Contract Case Delaware Supreme Court Reverses the Superior Court's Certification of Class in Suit Against Securities Dealers Blog(s) Delaware Business Litigation Report Honors Martindale-Hubbell, AV rating Delaware Super Lawyers®, Business Litigation Rising Star, 2013-2015 Top 40 Under 40 Corporate Lawyers in Delaware, American Society of Legal Advocates, 2013-2015 Association of Trial Lawyers of America's Student Trial Advocacy Competition, Regional Champion and National Quarterfinalist, 2003