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 Sustains Claims Against Target’s CEO, Target’s Financial Advisor, and Acquirer for Allegedly Covertly Steering Merger Bidding Process
• Delaware Supreme Court Concludes Out-of-Pocket Damages Are the Default Remedy for Fraudulent Misrepresentation Absent an Enforceable Agreement
• Chancery Construes Notice Provisions Associated With Escrowed Funds Under an Asset Purchase Agreement
• Superior Court Applies Affiliate Privilege Doctrine To Dismiss Tortious Interference Claim Against Controller, While Sustaining Fraud Claims Against LLC Managers
• Delaware Corporate and Commercial Case Law Year in Review: 2020
• Chancery Modifies Confidentiality Order to Permit Assertion of Plenary Claims in Appraisal Action
• Plaintiff’s Failure to Plead Demand Futility Leads to Dismissal of Caremark Claims Against MoneyGram Directors
• Chancery Finds That Delaware’s Trade Secrets Statute Preempts Unjust Enrichment Claim for Same Alleged Misconduct
• View More

Honors

Best Lawyers, 2021

Delaware Super Lawyers, Business Litigation Rising Star, 2017-2019

JD Supra's Readers' Choice Award for Mergers & Acquisitions, 2018

Boston University School of Law Public Interest Law Journal, Note Editor