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 Inside & Out

• Chancery Upholds Austrian Forum Selection Clause

Delaware Business Litigation Report

• Chancery Finds Plaintiffs Lost Direct and Derivative Standing After Sale of Shares
• Chancery Explains When Deal Price is a Persuasive Indicator of Fair Value in an Appraisal Proceeding
• Chancery Denies Director Access to Privileged Materials Involving Counsel to Preferred-Appointed Directors
• Chancery Addresses Ripeness for Indemnification Claims Concerning Tax Liabilities
• Delaware Superior Court Addresses Choice of Law Issues in the D&O Insurance Context and Requires Carriers to Cover Pfizer’s Litigation Costs
• Chancery Offers Guidance on When the Limitations Periods Begin to Run For Claims Concerning Breaches of Representations and Warranties and Related Indemnification
• Chancery Dismisses Oversight Claims Against J.C. Penney Board
• Chancery Decides Questions of First Impression Regarding Statutory Claims for Unlawful Dividends and Fraudulent Transfers
• 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