Lewis H Lazarus

October 21, 2020 | Delaware Business Court Insider

A claim for aiding and abetting a breach of fiduciary duty fails if a plaintiff cannot allege an underlying breach. In that circumstance there is no breach to aid and abet.

By Lewis H. Lazarus

4 minute read

July 15, 2020 | Delaware Business Court Insider

The case is significant for articulating the standard applicable to evaluating director disclosure to fellow directors and what facts are necessary to plead that the business judgment rule does not apply when the plaintiff attacks the interest of only one officer and director.

By Lewis H. Lazarus 

5 minute read

May 29, 2020 | Delaware Business Court Insider

Trials involving books-and-records requests have become more common since the Delaware Supreme Court encouraged stockholder plaintiffs to use the "tools at hand" to discover information necessary to establish demand futility prior to pursuing derivative litigation.

By Lewis H. Lazarus

5 minute read

March 11, 2020 | Delaware Business Court Insider

This top 10 list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware.

By Lewis H. Lazarus, Albert H. Manwaring IV and Albert J. Carroll

21 minute read

February 19, 2020 | Delaware Business Court Insider

The standard of review and who has the burden of proof are important issues in any trial of stockholder litigation. One instance where entire fairness is the standard of review is a merger where a controlling stockholder is on both sides of the transaction.

By Lewis H. Lazarus

5 minute read

December 18, 2019 | Delaware Business Court Insider

Although the Delaware Court of Chancery may order the production of certain electronically stored information, the scope of a books-and-records request is more limited than discovery that may be obtained in a plenary action.

By Lewis H. Lazarus

5 minute read

October 30, 2019 | Delaware Business Court Insider

Under Delaware law, the members of a limited liability company may eliminate or modify the common law fiduciary duties of loyalty and care in their operating agreement. When they do so, Delaware courts will analyze any alleged management misconduct under the standard of conduct to which the parties agreed.

By Lewis H. Lazarus

4 minute read

September 05, 2019 | Delaware Business Court Insider

It is well-settled in Delaware that a stockholder seeking to pursue derivative claims must own shares at the time of the wrong and continuously through the life of any litigation. Similarly, direct claims based on injury to the shares generally pass to a b

By Lewis H. Lazarus

5 minute read

July 03, 2019 | Delaware Business Court Insider

Since the Delaware Supreme Court's 2015 Corwin decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be subject to business judgment review if the transaction is approved by a majority of fully informed, noncoerced shareholders.

By Lewis H. Lazarus

5 minute read

March 06, 2019 | Delaware Business Court Insider

Stockholders who seek to inspect the books and records of a Delaware corporation to investigate mismanagement merely have to demonstrate a “credible suspicion” that officers or directors have breached their fiduciary duties.

By Lewis H. Lazarus

5 minute read