Albert H. Manwaring, IV

Albert H. Manwaring, IV is a partner of Morris James LLP and concentrates his practice in corporate governance, fiduciary, and business litigation.  He represents special committees, directors, officers, stockholders, and employees in Delaware state and federal courts. 

His experience includes:

• Defense of directors of an international mining company in a stockholder challenge to a merger asserting control, stockholder coercion and disclosure claims to avoid deal cleansing under a Corwin stockholder vote;
• Representation of independent directors of a nitrogen company in a proposed transaction by a controller to buy out the limited partners under a Master Limited Partnership Agreement;
• Representation of putative managers of a limited liability holding company in the medical marijuana industry over their appointment and removal from the board under the Delaware LLC Act; and
• Defense of a Chinese company, board chair, and CEO in securities fraud litigation under the Exchange Act

Mr. Manwaring began his legal career in 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.  Before joining Morris James, Mr. Manwaring was a partner of Pepper Hamilton LLP, where he managed Pepper’s litigation practice in Delaware.

Before law school, Mr. Manwaring 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, Mr. Manwaring 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

Member, Court of Chancery Rules Committee

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 the Delaware General Corporation Law 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

• Defended directors of an international mining company in a stockholder challenge to merger asserting control, stockholder coercion and disclosure claims to avoid deal cleansing under a Corwin stockholder vote 
• Defended special committee in a stockholder challenge to merger asserting Revlon claim, unfair sales process, and inadequate proxy disclosures
• Defended officers of an energy company in a stockholder challenge to an amendment to an employee incentive compensation plan under Section 205 of the Delaware General Corporation Law (validity of defective corporate acts and stock)
• Defended former board chair and CEO of an international mining company in a stockholder challenge to executive compensation upon his separation 
• Defended inside directors of a clinical-stage, biopharmaceutical company in stockholder derivative litigation challenging drug clinical-trial representations
• Defended directors of a biomedical company in a stockholder challenge to the fairness of down-round venture capital financing that diluted stockholder interests
• Defended constituency directors appointed by a private equity fund in a stockholder challenge to the fairness of the company’s buy-out of the private equity fund’s interest
• Defended beverage company and its inside directors in private equity litigation concerning a stockholder’s right to sell the company and place it into receivership
• Represented independent directors of a nitrogen company in a proposed transaction by a controller to buy out the limited partners under a Master Limited Partnership Agreement

Summary Actions

• Defended an international mining company and its directors in a 225 dispute over the validity of the board and its subsequent actions on behalf of the company
• Represented putative managers of a limited liability holding company in the medical marijuana industry over their appointment and removal from the board under the Delaware LLC Act
• Defended a child clothing company in a 225 dispute over the election and removal of directors from the board
• Represented companies and stockholders in 220 demands to inspect corporate books and records
• Represented private equity funds in stockholder appraisal actions
• Represented directors, officers, and companies in advancement actions for attorney's fees under the companies' organizational documents

Dissolution Actions

• Represented trust in judicial dissolution of a private family retail company
• Defended directors in a creditor action for breach of fiduciary duties arising from a corporate dissolution

Securities Litigation

• Defended inside directors of a clinical-stage, biopharmaceutical company in securities fraud litigation
• Defended a Chinese company, board chair, and CEO in securities fraud litigation
• Defended directors of an insolvent company in securities fraud litigation

Business Litigation

• Represented an Indian pharmaceutical company in a contract dispute under Article 2 Sales of the Uniform Commercial Code
• Defended mutual fund trusts against fraudulent transfer claims in Multi-District Litigation
• Defended a telecommunications company against contract and business tort claims for service charges on customer phone bills in 13 states
• Defended a 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 chemical company in VCM, benzene and toxic tort litigation appeals to the Delaware Supreme Court

Bankruptcy Litigation

• Defended a 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

• Delaware Superior Court CCLD Clarifies When a Plaintiff is on Inquiry Notice to Bring a Claim for Limitations Period Purposes
• Chancery Provides Further Clarity Regarding Material Adverse Effect Clauses in Merger Agreements
• Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution
• Chancery Examines Partnership Agreement Allowing Deference to General Partner’s Decisions While Acting in its Individual Capacity and Instances in Which a Tortious Interference Claim can Extend to a General Partner’s Controllers
• Chancery Refuses to Reform Operating Agreement to Impose Class Voting Requirements Not Contained in the Plain Language of the Agreement
• Delaware Supreme Court Provides Additional Guidance on Pleading Direct Claims Against Controllers and Control Groups
• Chancery Rejects Attempt to Allege Gentile v. Rossette Direct Claims for Dilutive Preferred Stock Issuances
• Chancery Court Offers Guidance on Arbitration Provision Carve-Outs
• View More

Community

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 Today® Top Lawyers, Corporate Law, 2019

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