Albert J. Carroll

Albert Carroll is a partner in the firm's Corporate and Commercial Litigation Group and focuses his practice on litigation involving corporations and alternative entities formed under Delaware law. As a litigator, he represents and guides clients through 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 business litigation in Delaware federal court. 

Another component of Albert's practice includes advising directors or committees of directors serving on the boards of Delaware corporations. As an advisor, he counsels directors on governance, fiduciary, and investigatory matters under Delaware law. 

Albert also has experience providing formal opinions in non-litigated matters and assisting in expert engagements in litigated matters regarding Delaware law. These engagements have included the fiduciary duties of directors and officers under Delaware law, the interpretation and application of the Delaware business statutes, and the ethical obligations of Delaware attorneys. 

Litigation Experience

• Fiduciary duty actions arising out of alleged mismanagement or self-dealing
• Challenges to M&A transactions involving price, process and disclosures claims
• Actions seeking or contesting the removal of directors, general partners or managing members
• Breach of contract actions involving preferred stock
• Books and records inspection demands
• Advancement proceedings
• Commercial disputes in arbitration (AAA, JAMS)

Advisory Experience

• 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 in response to a stockholder derivative demand
• Advising a special committee formed to conduct an investigation into alleged SEC violations by the company’s employees
• Advising directors in responding to books and records and derivative demands made by dissident directors

Professional Affiliations

Delaware State Bar Association
American Bar Association 
Richard S. Rodney Inn of Court 

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Declines to Dismiss Narrow Claims Relating to Entity’s Dissolution In Favor of Pending Related Action
• Chancery Addresses Viability of Contractual Fraud Claims Allegedly Barred by Agreement’s Terms
• Chancery Explains Standards of Review for Receiver Determinations and Shifts Fees and Expenses in Dissolution
• Chancery Addresses Common Interest and Privilege Log Issues in Matter Involving Special Discovery Master
• Chancery Finds LLC Managers Liable for Self-Dealing Scheme Depleting Nearly All Investment Capital
• Chancery Dismisses Claims Relating to Proposed Financing of Italian Soccer Club
• Chancery Addresses Whether LLC Agreement Modified or Eliminated Fiduciary Duties
• Chancery Upholds Well-Pled Claims Relating to Former Fiduciaries’ Retention of Derivative Arbitration Award
• View More

Honors

Best Lawyers, 2021 - Present
JD Supra's Readers' Choice Award for Mergers & Acquisitions, 2018
Boston University School of Law Public Interest Law Journal, Note Editor