Albert J Carroll

Albert Carroll is a partner of Morris James LLP and serves as Vice Chair of the Firm's Corporate and Commercial Litigation group. Albert focuses his practice on litigation involving corporations and alternative entities formed under Delaware law. He litigates fiduciary duty claims, contract disputes, M&A challenges, and summary proceedings under Delaware's business statutes in the Delaware Court of Chancery and the Delaware Supreme Court. Albert also represents clients in contract or business tort litigation in Delaware federal court, the Delaware Superior Court, and arbitrations under Delaware law. Another component of Albert's practice includes advising boards of directors, special committees, managers, or general partners of Delaware corporations or alternative entities on governance, fiduciary, and investigatory matters under Delaware law involving active litigation or litigation risk.

Litigation Experience:

• Fiduciary duty actions arising out of alleged mismanagement, self-dealing, usurped corporate opportunities, failure of oversight, bad faith, or aiding and abetting
• Challenges to M&A transactions involving price, process, and disclosures claims
• Actions disputing the appointment or removal of directors, officers, general partners, or managers
• Breach of contract actions involving LLC agreements, partnership agreements, stock preferences, asset purchase agreements, restrictive covenants, transfer restrictions, etc.
• Books and records inspection demands
• Advancement proceedings
• Actions to compel arbitration or to confirm, vacate, or modify arbitration awards
• Commercial disputes in arbitration (AAA, JAMS)

Advisory Experience:

• Advising special committees formed to investigate and consider pre-suit derivative litigation demands and ongoing derivative litigation
• Advising directors in responding to books and records and derivative demands made by dissident directors
• Advising directors in a merger sales process regarding potential conflicts of interests involving board advisors
• Advising independent directors regarding a potential going-private transaction and contractual duties in the master limited partnership context
• Advising a special committee formed to conduct an investigation into alleged SEC violations by the company’s employees

Practice areas:

• Corporate and Fiduciary Litigation
• Contract Litigation
• Corporate Advice
• Corporate Governance Counseling
• Legal Opinions
• LLC, LP, Partnership Litigation
• Special Committee Representation