Albert J. Carroll

Albert Carroll is a partner of Morris James LLP, Vice Chair of the Firm's Corporate and Commercial Litigation group, and serves as the Firm’s Recruiting Partner.  Albert focuses his practice on litigation involving corporations and alternative entities formed under Delaware law. He litigates 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 and the Delaware Superior Court.

Another component of Albert's practice includes advising boards of directors, special committees, managers, or general partners of Delaware corporations or alternative entities on governance, fiduciary, and investigatory matters under Delaware law involving active litigation or litigation risk.

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 disputing the appointment or removal of directors, general partners, or managing members
• Breach of contract actions involving stock preferences, post-closing purchase price adjustments, restrictive covenants, transfer restrictions, etc.
• Books and records inspection demands
• Advancement proceedings
• Actions to compel arbitration or to confirm, vacate, or modify arbitration awards
• Commercial disputes in arbitration (AAA, JAMS)

Advisory Experience

• Advising special committees formed to investigate and consider pre-suit derivative litigation demands and ongoing derivative litigation
• Advising directors in responding to books and records and derivative demands made by dissident directors
• 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 into alleged SEC violations by the company’s employees

Professional Affiliations

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

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Dismisses Oversight Claim Based on Board’s Response to Red Flags
• Chancery Examines Director’s Personal Ties and Dismisses Duty of Loyalty Claim
• Delaware Supreme Court Affirms Delaware Choice-of-Law Ruling In Dismissal of D&O Liability Insurance Coverage Dispute
• Chancery Rules That Moving Situs of Trust to Delaware Supports Personal Jurisdiction Under the State’s Long-Arm Statute
• Chancery Finds Personal Jurisdiction Under Conspiracy Theory of Jurisdiction Based on Trust Domestication
• Chancery Denies Motion to Dismiss Finding Primedia Argument Inapplicable
• Chancery Concludes Section 18-110 of the LLC Act Does Not Permit Standalone Books and Records Claims When Company Management Is Undisputed
• Supreme Court Interprets an Alleged Irrevocable Proxy and Finds It Does Not Run with Shares and Bind Subsequent Owner
• View More

Community

• Delaware Valley Classical School, Board Member

Honors

Best Lawyers, 2021 - Present
JD Supra's Readers' Choice Award for Mergers & Acquisitions, 2018, 2022
Boston University School of Law Public Interest Law Journal, Note Editor
Delaware Today Top Lawyers, Corporate Law, 2021