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 $6 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 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 (2006-2021)

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, Chair Emeritus (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 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

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

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

• Custodian to sell Delaware corporation to resolve director and stockholder deadlock

• Special Master to resolve competing claims of overdesignation of highly confidential documents under protective order

• 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
• Special Master to resolve reasonableness of attorneys fees in appraisal action
• 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 as an arbitrator and mediator

Latest Blog Posts

Delaware Business Litigation Report

• Delaware Supreme Court Concludes Out-of-Pocket Damages Are the Default Remedy for Fraudulent Misrepresentation Absent an Enforceable Agreement
• Delaware Corporate and Commercial Case Law Year in Review: 2020
• Chancery Modifies Confidentiality Order to Permit Assertion of Plenary Claims in Appraisal Action
• 7 Takeaways From Recent Del. Statutory Appraisal Litigation
• Superior Court Dismisses Tortious Interference with Contract Claim against Corporate Officer
• Chancery Grants Books and Records Mismanagement Inspection Related to Rejected Financing Proposal Despite Potential Lack of Actionable Claim
• Chancery Upholds Claim that CEO Breached Her Duty of Care Relating to a Misleading Proxy Statement
• Chancery Sustains Complaint for Breach of Fiduciary Duty against Viacom Controllers
• 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 - Recognized for work in the Delaware Court of Chancery, 2005-2020

Best Lawyers®, 2006-2021

Best Lawyers®, 2017 “Lawyer of the Year” for Corporate Law Governance 

Delaware Super Lawyers®, 2007-2020

Benchmark Litigation, Litigation Star, 2008-2018

Delaware Today® Top Lawyer, Corporate Law, 2014, 2018 (top vote-getter), 2019 (top vote-getter), 2020

Martindale-Hubbell®, AV rating

American Bar Foundation, Fellow

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