Lewis H Lazarus

March 03, 2015 | Delaware Business Court Insider

When a company receives an adverse judgment holding it responsible for hundreds of millions in damages, shareholder derivative suits often follow.

By Lewis H. Lazarus

6 minute read

January 07, 2015 | Delaware Business Court Insider

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long as the board acts reasonably even if its process is not perfect.

By Lewis H. Lazarus

8 minute read

January 07, 2015 | Delaware Business Court Insider

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as duties, may be fulfilled as long as the board acts reasonably even if its process is not perfect.

By Lewis H. Lazarus

8 minute read

December 10, 2014 | Delaware Business Court Insider

Claims for breach of fiduciary duty against directors for injury to a Delaware corporation caused by director misconduct are assets of the corporation. In deference to the director-centric model of corporate decision-making embodied in Delaware law, a stockholder may not obtain control over that corporate asset without first making a demand on the board to bring an action or pleading that demand is excused.

By Lewis H. Lazarus

7 minute read

October 01, 2014 | Delaware Business Court Insider

By statute and case law, Delaware has long protected the rights of officers and directors to advancement of fees and expenses incurred defending claims arising out of the officers and directors' service. The public-policy rationale is that in the absence of such protection, qualified individuals would be reluctant to serve in management positions.

By Lewis H. Lazarus

7 minute read

July 23, 2014 | Delaware Business Court Insider

The Delaware courts apply a high standard of review in sale transactions where a plaintiff pleads a conflict of interest. Where a board sells to a third party and the plaintiff pleads no conflict of interest, however, the Delaware Supreme Court has noted that "an extreme set of facts" is "required to sustain a disloyalty claim premised on the notion that disinterested directors were intentionally disregarding their duties."

By Lewis H. Lazarus

7 minute read

June 18, 2014 | Delaware Business Court Insider

The Delaware Supreme Court's recent affirmance in Kahn v. M&F Worldwide, No. 334, 2013 (Del. Mar. 14, 2014), referred to as MFW, allows controlling stockholders to avoid the entire fairness standard of review if at the outset of a self-dealing transaction the controlling stockholder effectively relinquishes control over the outcome to an independent committee of disinterested directors and a nonwaivable, fully informed vote of a majority of the minority stockholders.

By Lewis H. Lazarus

8 minute read

April 09, 2014 | Delaware Business Court Insider

The record upon which a court evaluates a motion to dismiss is often outcome-determinative. If based upon the well-pleaded allegations of a plaintiff's complaint, the court cannot determine that it is reasonably conceivable that the plaintiff may obtain a recovery, the court must dismiss the complaint. As a general matter, the plaintiff controls the record by virtue of how and what the plaintiff pleads. The Delaware Supreme Court has held, however, that the record fairly before the court on a motion to dismiss may include documents "integral to and incorporated into the complaint."

By Lewis H. Lazarus

6 minute read

January 29, 2014 | Delaware Business Court Insider

Advancement rights assure directors and officers that if they are sued for conduct arising out of their company service, the company will pay their attorney fees and costs as they are incurred.

By Lewis H. Lazarus

4 minute read

December 25, 2013 | Delaware Business Court Insider

Delaware entities generally provide broad advancement and indemnification rights to encourage directors and officers to serve. Absent such protection, managers bear the costs of defense for claims against them arising out of acts they perform in carrying out their company duties.

By Lewis H. Lazarus

9 minute read