Lewis 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.

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

llazarus@morrisjames.com
302.888.6970

Delaware

Delaware Supreme Court

ID Number: 002374

Mergers and other transactions where controlling shareholders or directors or officers are alleged to have conflicts of interest

Current

Inspection of books and records

Current

Appraisal actions

Current

Determination of a corporations officers and directors pursuant to Section 225 of the Delaware General Corporation Law

Current

Disputes involving managers and members of Delaware limited liability companies

Current

Claims arising out of Delaware statutory trusts and Delaware limited partnerships

Current

Breach of contract actions in various settings including the enforceability of covenants not to compete

Current

Stanford Law School

J.D. (1982)

1982

Top Lawyers - Alternative Dispute Resolution

Delaware Today

Commercial Litigation; Corporate Governance Law; Corporate Law; Litigation - Mergers and Acquisitions

Best Lawyers

Recognized Chancery Lawyers

Chambers USA

State Bar of Delaware  # 002374

Council of the Corporation Law Section

Current

Delaware Supreme Court Access to Justice Commission

Co-Chair

Current

Delaware Supreme Court

Board on Professional Responsibility

Current

American Bar Association

Directors and Officers Liability Committee

Current

Richard S. Rodney Inn of Court

Member

Current

2023 Delaware Corporate and Commercial Case Law Year in Review

Wolter Kluwer

Chancery Denies Motion to Vacate Advancement Orders Based on Belated Assertion of Arbitration Provision

Delaware Business Court Insider

Court of Chancery Re-Affirms that Director-Designating Investor is Entitled to Privileged Communications from Company Counsel in Appraisal Litigation

Delaware Business Court Insider

Court of Chancery Sustains Derivative Complaint Based on Allegations That the Board Acted in Bad Faith

Delaware Business Court Insider

• Chancery Invalidates Elon Musk’s $55.8 Billion Pay Package
• Chancery Decides Scope of Expert’s Authority in Valuation Dispute Resolution Mechanism
• Chancery Dismisses Double-Derivative Claims for Failure To Plead Demand Futility
• Chancery Holds that LLC Agreement Did Not Confer Jurisdiction Over Contract and Tort Claims

Lewis Lazarus and Eric Hacker to Speak at Upcoming DSBA Seminar: Delaware Corporate Law Council 2023, Delaware Corporate Law Council 2023

Litigation Partners Lewis H. Lazarus and R. Eric Hacker will participate in the 2023 DSBA Corporation Law Council annual seminar on September 12, 2023. The program will consist of two separate panel sessions in which practitioners provide insight on recent developments in Delaware corporate law.