Lewis H Lazarus

December 23, 2015 | Delaware Business Court Insider

Buyers and sellers and their counsel allocate risk in stock purchase or merger agreements.

By Lewis H. Lazarus

5 minute read

December 23, 2015 | Delaware Business Court Insider

Buyers and sellers and their counsel allocate risk in stock purchase or merger agreements.

By Lewis H. Lazarus

5 minute read

November 04, 2015 | Delaware Business Court Insider

The practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy.

By Lewis H. Lazarus

5 minute read

November 04, 2015 | Delaware Business Court Insider

The practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy.

By Lewis H. Lazarus

5 minute read

September 16, 2015 | Delaware Business Court Insider

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties.

By Lewis H. Lazarus

6 minute read

September 16, 2015 | Delaware Business Court Insider

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties.

By Lewis H. Lazarus

6 minute read

June 10, 2015 | Delaware Business Court Insider

Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject directors who are independent of interested parties and who themselves receive no benefit in a transaction not otherwise shared with public stockholders would discourage quality individuals from serving on boards or committees of Delaware corporations and likely also reduce appropriate risk-taking.

By Lewis H. Lazarus

6 minute read

June 10, 2015 | Delaware Business Court Insider

Delaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject directors who are independent of interested parties and who themselves receive no benefit in a transaction not otherwise shared with public stockholders would discourage quality individuals from serving on boards or committees of Delaware corporations and likely also reduce appropriate risk-taking.

By Lewis H. Lazarus

6 minute read

April 21, 2015 | Delaware Business Court Insider

In Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising options, verified interrogatory responses and pleadings that he knew contained falsehoods, and testified falsely in deposition and at trial.

By Lewis H. Lazarus

5 minute read

April 21, 2015 | Delaware Business Court Insider

In , C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising options, verified interrogatory responses and pleadings that he knew contained falsehoods, and testified falsely in deposition and at trial.

By Lewis H. Lazarus

5 minute read