Lewis H. Lazarus

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

December 12, 2018 | Delaware Business Court Insider

Once a transaction closes, if a stockholder cannot allege that a majority stockholder vote approving a transaction was uninformed or coerced, then the court will dismiss a complaint attacking the fairness of the transaction under the business judgment standard of review.

By Lewis H. Lazarus

5 minute read

October 17, 2018 | Delaware Business Court Insider

In 2014, the Delaware Supreme Court in 'Kahn v. MFW' held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals).

By Lewis H. Lazarus

6 minute read

August 22, 2018 | Delaware Business Court Insider

Delaware statutes enabling formation of unincorporated entities like LLCs and limited partnerships afford freedom for owners to structure business relationships as they see fit. This freedom carries with it the responsibility accurately and completely to describe the parties' rights and duties.

By Lewis H. Lazarus

5 minute read

June 27, 2018 | Delaware Business Court Insider

When friends go into business, their ties may fray if the business experiences difficulty and the parties have different views of how to proceed and who is responsible.

By Lewis H. Lazarus

1 minute read

May 02, 2018 | Delaware Business Court Insider

Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner tailored to the enterprise they are establishing.

By Lewis H. Lazarus

1 minute read

March 07, 2018 | Delaware Business Court Insider

The Delaware Court of Chancery is often called upon to assess whether a plaintiff challenging an interested transaction who fails to make demand on the board to pursue claims based on alleged self-dealing or director interest can overcome the procedural hurdle of a motion to dismiss under Rules 23.1 and 12(b)(6).

By Lewis H. Lazarus

7 minute read

November 22, 2017 | Delaware Business Court Insider

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may have injured the company.

By Lewis H. Lazarus

16 minute read

September 27, 2017 | Delaware Business Court Insider

Delaware jurisprudence encourages decision-making by boards of independent and disinterested directors.

By Lewis H. Lazarus

6 minute read