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

• CCLD Finds Insurer’s Advancement Obligation Triggered Prior to Final Non-Appealable Damages Judgment
• Chancery Addresses Statutes of Limitations Issues Arising Out Employment-Related Claims
• Chancery Dismisses Caremark Claims Against Metlife Board
• Delaware Supreme Court Affirms Decision Declining to Order Stockholder Meeting Under Section 211 of the DGCL
• Chancery Determines Validity of LLC Ownership Following Fraud and Deceit in Cross-Border Control Dispute
• Chancery Addresses Burdens for Valuation-Related Books-and-Records Inspections, While Finding Defendant’s Asserted Lack of Records Supported Mismanagement-Related Inspection
• Chancery Values Non-Public Company with No Reliable Market-Based Data Using Discounted Cash Flow Analysis
• Delaware Superior Court Allows Statutory Tort Claims for Computer Crimes to Proceed Alongside Breach of Contract Claims
• 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