Albert J. Carroll

Albert Carroll 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 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 stock preferences, restrictive covenants, transfer restrictions, etc.
• Books and records inspection demands
• Advancement proceedings
• 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 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
• 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 Stays Case So That Committee of Company May Decide Whether It Has Power to Interpret Alternate Dispute Resolution Provision of Agreement
• Chancery Dismisses All Claims in Stockholder Challenge to Cash-Out Merger Transaction
• Chancery Finds Lack of Personal Jurisdiction Over Delaware Corporate Officers Based on Due Process Considerations
• Chancery Defers Substantive Arbitrability Question to Arbitrator
• Chancery Finds General Partner Breached Partnership Agreement in Exercising Call Right, and Awards Limited Partners Nearly $700 Million in Damages
• Chancery Dismisses Breach of Fiduciary Duty Claims Involving Bio-Tech Company Developing a COVID-19 Vaccine
• Chancery Denies Books and Records Inspection Brought to Advance the Stockholder’s Interests as a Creditor
• Chancery Dismisses Derivative Suit Involving Wayfair and Challenging Debt Issuance to Private Equity Shareholders for Failure to Make Demand
• 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