Lewis H. Lazarus

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.

Experience

• Mergers and other transactions where controlling shareholders or directors or officers 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 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

Special Negotiating Committees

• Represented a special transactions committee in negotiating a $2 billion asset exchange.
• Represented a special committee of a public company board formed to negotiate a transaction with a controlling stockholder seeking to acquire the minority shares
• Represented special transaction committee in negotiation of cash-out merger consideration for minority public stockholders.
• Represented special negotiating committee of disinterested and independent directors in a $1 billion sale and restructuring process of American manufacturing company
• Represented special negotiating committee in $120 million debt to equity conversion

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
• Represents a special litigation committee formed to investigate transactions allegedly consummated at an unfair price for entrenchment

Demand Review Committee

• Represented Demand Review Committee of a public company formed to investigate a demand that the company pursue claims of breach of fiduciary duty

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 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

Control Disputes

• Represented directors and CEO in expedited 225 litigation favorably resolved based on interpretation of a stockholders' agreement
• Represented majority of directors in expedited Section 225 litigation in Court of Chancery to validate Board action removing CEO

Stock Purchase Agreement Disputes

• Represented seller as Delaware counsel in Court of Chancery in dispute relating to allocation of transaction tax deductions
• Represented founding stockholders in dispute over sale transaction where buyer claimed founders aided and abetted alleged fraud
• Represented buyer as Delaware counsel in Court of Chancery in $145 million stock purchase transaction alleging fraudulent concealment of material information

Other Representations

• 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
• 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
• 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
• Delaware counsel for plaintiff which obtained mandatory temporary restraining order from Court of Chancery requiring defendant to comply with capacity reservation agreement
• Represented CEO and board chair of a publicly-traded technology company in defense of claims of breach of fiduciary duty
• Represented dissenting shareholders challenging fair value of merger consideration
• 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
• 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
• Defended an injunction claim in Court of Chancery against tender offer by majority stockholder
• Defended corporation as Delaware counsel where Court of Chancery entered summary judgment for defendants against claim that series of defensive measures violated Unocal standard
• Represented class and derivative plaintiffs in Court of Chancery action challenging insider transactions including self-dealing in dividend allocation

Court of Chancery Appointments

• Custodian to sell Delaware corporation to resolve director and stockholder deadlock
• Special Master to recommend discovery plan in Court of Chancery litigation 

• Special Master to resolve competing claims of over-designation of highly confidential documents under a protective order

• Special Master to resolve reasonableness of attorneys' fees in appraisal action
• Discovery Master to resolve disputed assertions of attorney-client privilege on privilege log
• Trustee pursuant to Sections 273 and 279 of the Delaware General Corporation Law to sell pharmacy jointly owned by two 50% stockholders and to resolve competing stockholder claims

Business Mediations and Arbitrations

• Numerous case outcomes achieved in alternative dispute resolution forums, both as a litigator and as an arbitrator and mediator
• Distinguished Neutral for arbitrations and mediations,  International Institute for Conflict Prevention and Resolution (2021- present)

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Sides With Board in Dispute Over Stockholder’s Compliance With Advanced Notice Bylaws to Nominate Directors
• Chancery Trims Contract Claims in Post-Merger Dispute
• Equitable Fraud Claim Sufficient to Support Court of Chancery Jurisdiction
• Chancery Finds Personal Jurisdiction Over Individual Who Formed Delaware Entities in Connection with a Challenged Merger Transaction
• Board Lacks Standing to Bring Motion to Dismiss Because It Delegated That Authority to Special Litigation Committee
• Chancery Concludes That Transaction Meets MFW Standard
• Implied Covenant of Good Faith Covers Contractual Conditions “Too Obvious” to State Expressly in Indemnification Dispute
• Chancery Denies Bid to Dismiss Derivative Claims Amid Alleged “Gamesmanship” Regarding Composition of LLC’s Board of Managers
• View More

Community

• 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

Honors

Chambers USA , 2005 - Present

Best Lawyers, 2006 - Present

• 2023 "Lawyer of the Year" Litigation Mergers and Aquisitions
• 2017 “Lawyer of the Year” for Corporate Law Governance 

Delaware Today Top Lawyers, Corporate Law, 2014, 2018 -  Present

• Top vote-getter: 2018, 2019, 2020

American Bar Foundation, Fellow

Phi Beta Kappa

Office of the Child Advocate, Recognized for Fifteen Years of Pro Bono Service, 2020