Albert H. Manwaring, IV

Albert H. Manwaring, IV is a partner of Morris James LLP and a member of the Firm’s Corporate and Fiduciary Litigation Group. Albert concentrates his practice in corporate governance, fiduciary, and commercial litigation, representing directors, special committees, officers, employees, and stockholders in Delaware state and federal courts.  His experience includes appellate arguments before the Supreme Court of Delaware and Third Circuit Court of Appeals, trials, TRO’s, preliminary injunctions, and summary actions before the Court of Chancery, securities class actions before the U.S. District Court for the District of Delaware, and AAA arbitrations. Albert was a commercial-litigation partner of Pepper Hamilton LLP, where he managed Pepper’s litigation practice in Delaware. Representative cases that he has litigated are noted in the Recent Matters section above.

After law school, Albert was a member of the City of Boston’s Law Department, where he defended the City and its employees in civil rights and tort actions in federal and state courts of Massachusetts. Subsequently, he served as a judicial law clerk to Judge Franklin S. Van Antwerpen in the U.S. District Court for the Eastern District of Pennsylvania.

Albert served on active duty as a field artillery officer in the U.S. Army’s 82nd Airborne Division, and then served as a judge advocate general officer (JAG lawyer) in the U.S. Army Reserves. He retired as a Lieutenant Colonel in 2013 after 28 years of service. In 2010, Albert served in the Iraq War, where he received the Meritorious Honor Award from the State Department for coordinating the U.S. national rule of law program through Provincial Reconstruction Teams located throughout Iraq.

Professional Affiliations

American Bar Association

• Co-Chair, M&A/Proxy Litigation Subcommittee of the Securities Litigation Committee of the Section of Litigation
• Former Chair, Corporate Governance Subcommittee of the Corporate Counsel Committee of the Section of Litigation

Delaware Corporate Law Council

• Committee to consider amendments to DGCL in 2014, 2015, 2016

Delaware State Bar Association

• Executive Committee, Former Member
• Litigation Section, Former Chair

Board Member, Lehigh University Lawyers Association

Richard S. Rodney Inn of Court

Delaware Court of Chancery, Superior Court, and U.S. District Court, District of Delaware

Stockholders Actions

• Directors of a mining company in a stockholder challenge to  merger asserting control, stockholder coercion and disclosure claims to avoid deal cleansing under a Corwin stockholder vote 
• Special Committee in stockholder challenge to merger asserting Revlon claim, unfair sales process, and inadequate proxy disclosures
• Officers of an energy company in a stockholder challenge to an amendment to an employee incentive compensation plan under new Section 205 of the Delaware General Corporation Law (to determine validity of defective corporate acts and stock)
• Directors of a biomedical company in a stockholder challenge to the fairness of down-round venture capital financing
• Constituency directors appointed by a private equity fund in a stockholder challenge to the fairness of the company’s buy-out of the fund’s equity interest
• Beverage company and its inside directors in private equity litigation concerning stockholder right to sell the company and place it into receivership
• Independent directors of nitrogen company in proposed transaction by controller to buy out limited partners under Master Limited Partnership Agreement
• Energy limited liability company and its inside directors in member challenge to fairness of sale

Summary Actions

• Mining company and directors in a 225 dispute over the validity of the board and its subsequent actions on behalf of the company
• Child clothing company in a 225 dispute over the election and removal of directors from the board
• Companies and stockholders in 220 demands to inspect corporate books and records
• International private equity fund in stockholder appraisal action
• Directors, officers, and companies in advancement actions for attorney's fees under the companies' organizational documents

Dissolution Actions

• Trust in judicial dissolution of a private family company
• Directors in a creditor action for breach of fiduciary duties arising from a corporate dissolution

Securities Litigation

• Defended directors of an insolvent company in securities fraud litigation
• Defended a Chinese company, board chair, and CEO in securities fraud litigation

Business Litigation

• Represented an Indian pharmaceutical company in contract dispute under Article 2 Sales of the Uniform Commercial Code
• Defended brokers and mutual fund trusts against fraudulent transfer claims in Multi-District Litigation
• Defended a Fortune 500 telecommunications company against contract and business tort claims for service charges on customer phone bills in 13 states
• Defended a Fortune 500 commercial lighting manufacturer in a consumer fraud/unfair trade practices class action
• Defended an automobile financial company in a class action seeking income from excess insurance under Article 9 of the Uniform Commercial Code
• Defended a Fortune 500 chemical company in VCM, benzene and toxic tort litigation appeals to the Delaware Supreme Court

Bankruptcy Litigation

• Defended a Fortune 500 chemical company through a contested hearing in connection with General Chemical’s Section 363 motion to close its chemical plant
• Defended a national recording label trade association in a contested hearing to defeat a Section 363 sale of assets of the Napster file-sharing service

Latest Blog Posts

Delaware Business Litigation Report

• Extraordinary Circumstances MAE Allow a Buyer to Break a Bad Deal
• Chancery Rejects Merger Price as Indicator of Fair Value in Appraisal Based on Flaws in Sales Process
• Self-Dealing Conduct Supporting Fiduciary-Duty Claims Was Covered by Contractual Duties Imposed in the LLC Agreement
• Guidance Provided to Evaluate the Implied Covenant of Good Faith and Fair Dealing
• Delaware Corporate and Commercial Case Law Year In Review – 2017
• Petition Denied to Remove Wilmington Trust as the Trustee of du Pont Family Trusts
• Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions
• Structural Coercion Negated Cleansing Effect Under 'Corwin'
• View More

Community

Vice Chair of Board, Sojourners' Place (residential program for homeless, many of whom are veterans)
Guardian ad litem for abused and neglected children, Office of the Child Advocate
Trinity Church, Swarthmore, PA
St. Andrew’s Society

Honors

Delaware Super Lawyers®

Homeless Advocacy Project Volunteer Service Commendation

Military Outstanding Volunteer (Public) Service Award

Meritorious Honor Award for Service during Iraq War, U.S. State Department