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Albert H. Manwaring, IV

Partner T: 302.888.6868 F: 302.571.1750
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Albert H. Manwaring, IV is a partner of Morris James LLP and a member of the Firm’s Corporate and Fiduciary Litigation Group. Mr. Manwaring concentrates his practice in corporate governance, fiduciary, and business litigation. His experience includes appellate arguments before the Supreme Court of Delaware and federal courts of appeal, trials in complex corporate litigation, preliminary injunction actions, AAA arbitrations, class actions, and military court martials. A former partner of Pepper Hamilton LLP, Mr. Manwaring managed Pepper’s Delaware litigation practice in its Wilmington office. Representative cases that he has litigated are noted in the Recent Matters section above. 

After law school, Mr. Manwaring was a member of the City of Boston’s Law Department, where he defended the city and its employees in civil rights and tort actions in federal and state courts of Massachusetts. Subsequently, he served as a judicial law clerk to the Honorable Franklin S. Van Antwerpen in the U.S. District Court for the Eastern District of Pennsylvania.

Mr. Manwaring served on active duty as a field artillery officer in the U.S. Army’s 82nd Airborne Division, and then served as a judge advocate general (JAG or Army Lawyer) officer in the U.S. Army Reserves. He retired as a Lieutenant Colonel in 2013 after 28 years of service. In 2010, Mr. Manwaring served in the Iraq War, where he received the Meritorious Honor Award from the State Department for coordinating the U.S. national rule of law program through Provincial Reconstruction Teams located throughout Iraq. 

Excerpt of an Oral Argument: November 2014

Photo of Manwaring Oral Argument Excerpt Click to Play



Professional Affiliations

American Bar Association

  • Co-Chair, M&A/Proxy Litigation Subcommittee of the Securities Litigation Committee of the Section of Litigation 
  • Co-Chair, Corporate Governance Subcommittee of the Corporate Counsel Committee of the Section of Litigation
  • Business and Corporate Litigation Committee of the Section of Business Law

Delaware State Bar Association

  • Committee to consider amendments to DGCL in 2014, 2015, 2016 Delaware Corporate Law Council
  • Executive Committee, Former Member
  • Litigation Section, Former Chair

Richard S. Rodney Inn of Court

Community Affiliations

Board Member, Sojourners' Place (residential program for homeless, many of whom are veterans)
Guardian ad litem for abused and neglected children, Office of the Child Advocate
Trinity Church, Swarthmore, PA
St. Andrew’s Society 

Recent Matters

Delaware Court of Chancery Litigation

In the Delaware Court of Chancery, Mr. Manwaring has represented clients in trials and motions involving a wide range of corporate law issues, including:

Stockholders Actions

  • Energy company and its inside directors in unitholder challenge to fairness of sale under Operating Agreement
  • Independent directors of nitrogen company in proposed transaction by controller to buy out limited partners under Master Limited Partnership Agreement
  • Directors and Special Committees in various stockholder challenges to corporate sales or mergers alleging that Revlon duties were violated, the sales process was unfair, and proxy disclosures were inadequate
  • Officers of an energy company in a stockholder challenge to an amendment to an employee incentive compensation plan under new Section 205 of the Delaware General Corporation Law (proceedings regarding validity of defective corporate acts and stock)
  • Directors of a biomedical company in a stockholder challenge to the fairness of second-round venture capital financing
  • Constituency directors appointed by a private equity fund in a stockholder challenge to the fairness of the company’s buy-out of the fund’s equity interest
  • Beverage company and its inside directors in private equity litigation concerning stockholder right to sell the company and place it into receivership

Summary Actions

  • Mining company and directors in a 225 dispute over the validity of the board and its subsequent actions on behalf of the company
  • Child clothing company in a 225 dispute over the election and removal of directors from the board
  • Companies and stockholders in 220 demands to inspect corporate books and records 
  • International private equity fund in stockholder appraisal action after a cash-out merger
  • Directors and officers in various actions for advancement and indemnity of attorney's fees under the companies' organizational documents

Dissolution Actions

  • Trust in judicial dissolution of family company
  • Defendant in a creditor action for breach of fiduciary duties arising from a corporate dissolution       

Securities Litigation

  • Defended directors of an insolvent company in securities fraud litigation 
  • Defended a Chinese company, board chair, and CEO in securities fraud litigation

Business Litigation

  • Represented an Indian pharmaceutical company in contract dispute under Article 2 Sales of the Uniform Commercial Code
  • Defended brokers and mutual fund trusts against fraudulent transfer claims in Multi-District Litigation in the USDC, S.D.N.Y.
  • Defended a Fortune 500 telecommunications company against contract and business tort claims for service charges on customer phone bills in 13 states
  • Defended a Fortune 500 commercial lighting manufacturer in a consumer fraud/unfair trade practices class action
  • Defended an automobile financial company in a class action seeking income from excess insurance under Article 9 of the Uniform Commercial Code
  • Defended a Fortune 500 chemical company in VCM, benzene and toxic tort litigation appeals to the Delaware Supreme Court

Bankruptcy Litigation

  • Defended a Fortune 500 chemical company through a contested hearing in connection with General Chemical’s Section 363 motion to close its chemical plant
  • Defended a national recording label trade association in a contested hearing to defeat a Section 363 sale of assets of the Napster file-sharing service

Articles & Publications

Mr. Manwaring is a corporate governance and fiduciary litigator with more than 23 years of experience trying cases.

Practice areas


Delaware Super Lawyer

Homeless Advocacy Project Volunteer Service Commendation

Military Outstanding Volunteer (Public) Service Award

Meritorious Honor Award for Service during Iraq War, U.S. State Department


Law Clerk to The Honorable Franklin S. Van Antwerpen, United States District Court, Eastern District of Pennsylvania, 1992-93


Delaware, 2003

Pennsylvania, 1992

New Jersey, 1992 

Massachusetts, 1992

U.S. Supreme Court, 2006

U.S. Court of Appeals, Third Circuit, 1993

United States District Court, District of Delaware, 2003

United States District Court, E.D. Pennsylvania, 1993

United States District Court, District of New Jersey, 1993


New England School of Law, J.D., 1992, cum laude, New England Law Review

Lehigh University, B.S., Finance, 1984