Lewis H. Lazarus, Chair of the Corporate and Commercial Litigation Group, 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 $4 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 (2006-2017)
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.
- 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