Lewis Lazarus

Lewis Lazarus

Morris James LLP

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Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure...

Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...more

4/17/2025  /  Acquisitions , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Disclosure Requirements , Mergers , Motion to Dismiss , Shareholder Litigation , Summary Judgment

Chancery Breaks With Two Earlier Decisions, Finds That an Integration Clause Does Not Bar Fraud Claims Based on Expressions of...

Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) - Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one...more

10/31/2024  /  Breach of Contract , Fraud , Implied Covenants , Misrepresentation , Motion to Dismiss

Chancery Determines That Former Executives Are Not Entitled to Equity Awards Under Separation Agreement

SeaWorld Entm't, Inc. v. Andrews, C.A. No. 2020-0955-NAC (Del. Ch. May 19, 2023) - SeaWorld Entertainment, Inc. granted unvested equity awards to employees. Pursuant to equity agreements, the awards would vest if the...more

9/12/2023  /  Breach of Contract , Motion to Dismiss , Separation Agreement

Delaware Corporate and Commercial Case Law Year in Review - February 2023

This top ten 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...more

2/13/2023  /  Board of Directors , Breach of Contract , Breach of Duty , Corporate Counsel , Derivative Suit , Fiduciary Duty , Motion to Dismiss , Shareholders

Chancery Permits Service By Email Upon Singaporean Defendants

Skye Mineral Investors, LLC v. DXS Capital (U.S.) Ltd., C.A. No. 2018-0059-JRS (Del. Ch. Jul. 15, 2021). Delaware’s long-arm statute permits service of process on a foreign defendant by personal service, by mail with...more

9/29/2021  /  Due Process , Lack of Jurisdiction , Long Arm Statute , Motion to Dismiss , Personal Jurisdiction

Chancery Finds Subject Matter Jurisdiction for Case Seeking Specific Performance of a Non-Disclosure Agreement

Endowment Research Grp., LLC v. Wildcat Venture Partners, LLC, C.A. No. 2019-0627-KSJM (Del. Ch. Mar. 5, 2021) - The Court of Chancery may have subject matter jurisdiction if one or more of plaintiff’s claims are equitable...more

5/13/2021  /  Equitable Relief , FRCP 12(b)(2) , Motion to Dismiss , Non-Disclosure Agreement , Personal Jurisdiction , Subject Matter Jurisdiction

Enforcing a “Draconian” Bargain, Chancery Grants Motion to Dismiss Claims Arising from Right to Repurchase Interest Upon...

Moscowitz v. Theory Entertainment LLC, C.A. No. 2019-0780-MTZ (Del. Ch. Oct. 28, 2020) - This case illustrates that the Court will enforce parties’ agreements even if they reflect a bad bargain for one party. Plaintiff...more

12/15/2020  /  Breach of Contract , Contract Terms , Covenant of Good Faith and Fair Dealing , Implied Covenants , Motion to Dismiss , Repurchases , Termination for Cause

Chancery Rejects Conspiracy Jurisdiction Over Foreign Defendant

Lacey v. Mota-Velasco, C.A. No. 2019-312-SG (Del. Ch. Oct. 6, 2020) - Under Istituto Bancario, a foreign defendant alleged to be part of a conspiracy may be subject to personal jurisdiction in Delaware, but only if the...more

11/25/2020  /  Breach of Contract , Breach of Duty , Fiduciary Duty , Foreign Defendants , Long Arm Statute , Motion to Dismiss , Personal Jurisdiction

Chancery Finds Employment Agreement’s Forum Selection Clause Did Not Reach Fiduciary Duty Claims, But Stays Case Pending...

EnVen Energy Corp. v. Dunwoody, C.A. No. 2019-0579-KSJM (Del. Ch. May 28, 2020) - This case illustrates Delaware’s approach in interpreting contractual forum selection provisions and in considering whether to stay a...more

7/7/2020  /  Breach of Duty , Fiduciary Duty , Forum Selection , Motion to Dismiss

LLC May Not Reverse Decision to Enter into Contractual Call Option Buyout Process with Members

Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM (Del. Ch. Mar. 25, 2020). Parties to LLC agreements often provide for buyout provisions upon specified events, such as when a member ceases to be an...more

4/29/2020  /  Breach of Contract , LLC Agreements , Motion to Dismiss , Price-Fixing

Delaware Superior Court Finds Civil Investigation Demand Triggers Insurer’s Duty to Defend Insured

Conduent State Healthcare v. AIG Specialty, C. A. No. N18C-12-074 MMJ (Del. Super. June 24, 2019). Addressing an issue for which there is a split in authority, the Delaware Superior Court held that a Civil Investigative...more

7/2/2019  /  Breach of Contract , Civil Investigation Demand , Duty to Defend , Federal Rule 12(b)(6) , Insurance Industry , Motion to Dismiss

Chancery Finds Adequately Pled Breach of Fiduciary Duty Based on Course of Disruptive Conduct

Klein v. Wasserman, C. A. No. 2017-0643-KSJM (Del. Ch. May 29, 2019). The typical claim for breach of fiduciary duty arises out of a single transaction or event, or several closely-related transactions or events. ...more

6/19/2019  /  Breach of Duty , Covenant of Good Faith and Fair Dealing , Fiduciary Duty , Implied Covenants , Motion to Dismiss

Chancery Finds Inadequate Disclosure in Connection With a Tender Offer Prevents Dismissal of a Class Action Complaint

The Corwin doctrine provides substantial protection to directors of companies engaged in a sale process. Once a transaction closes, if a stockholder cannot allege that a majority stockholder vote approving a transaction was...more

12/17/2018  /  Class Action , Corwin Doctrine , Directors , Motion to Dismiss , Shareholders

Court Upholds but Limits Claims Arising From Merger Agreement

The Delaware courts regularly address contract claims arising out of merger agreements. Among other recurring issues are whether and how the parties limited claims based on alleged misrepresentations or omissions, whether a...more

4/8/2016  /  Anti-Reliance Clauses , Corporate Counsel , GameStop , Good Faith , Integration , Merger Agreements , Misrepresentation , Motion to Dismiss , Young Lawyers
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