Albert J. Carroll

Albert Carroll is a member of 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
• Breach of contract actions under the AAA Commercial Arbitration Rules

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 

The Office of the Child Advocate, Delaware, Attorney on behalf of abused and neglected children

Richard S. Rodney Inn of Court 

Latest Blog Posts

Delaware Business Litigation Report

• Superior Court Affirms Jury Verdict of Breach of Implied Covenant of Good Faith and Fair Dealing Concerning a Patent Dispute Settlement Agreement
• Chancery Denies Section 220 Bid for Executive Compensation Records Involving Facebook
• Chancery Enters Sanctions in TransPerfect Litigation for Violating Exclusive Jurisdiction Provision in Court Order
• Chancery Finds Safe Harbor Conflicts Committee Not Validly Constituted in Master Limited Partnership Dispute
• Chancery Finds “Constellation” of Personal and Professional Relations Between Directors and Controlling Stockholder Excuses Demand
• Delaware Superior Court Finds Purchase Agreement Language Limits the Scope of Possible Claims Concerning Earn-Out Dispute
• Chancery Construes LLC Agreement as Imposing Only the Managerial Duty to Act in Good Faith and Dismisses Claims for Failure to Plead Bad Faith
• Chancery Upholds Caremark Claim Based on Alleged Failure to Adequately Monitor Biopharmaceutical Company’s Clinical Trials
• View More

Honors

Boston University School of Law Public Interest Law Journal, Note Editor
Delaware Super Lawyers®, Business Litigation Rising Star, 2017-2018
JD Supra's Readers' Choice Award for Mergers & Acquisitions, 2018