Overview
Albert H. Manwaring, IV is a partner of Morris James LLP, where he is the Chair of the Firm’s Corporate and Commercial Litigation Group, Chair of the Firm's Litigation Department, and a member of the Firm’s Executive Committee. Albert 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 private-equity controlling stockholders and their director designees in a plaintiff stockholder challenge to a sale of the company under entire fairness review
- Defense of a defense contractor in a proxy-contest initiated by a shareholder activist
- Delaware law advisor to majority stockholder and board member in a merge agreement to sell the company
Albert 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, Albert was a partner at an AmLaw 200 firm, where he managed its litigation practice in Delaware.
Before law school, 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
Member, Delaware 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
Delaware State Bar Association
- Executive Committee, Former Member
- Litigation Section, Former Chair
Former Board Member, Lehigh University Lawyers Association
Emeritus, Richard S. Rodney Inn of Court
Representative Matters
Delaware Court of Chancery, Superior Court, and U.S. District Court, District of Delaware
Stockholder 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 claims, unfair sales process, and inadequate proxy disclosures
- Defended private-equity controlling stockholders and their director designees in a plaintiff stockholder challenge to a sale of the company under entire fairness review
- Defended a defense contractor in a proxy-contest initiated by a shareholder activist
- 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 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
- 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 a 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 contract disputes 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 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
Publications
Latest Blog Posts
- Chancery Finds that Acquiror Aided and Abetted Breaches of Fiduciary Duties by Exploiting Management’s Conflicts of Interest
- Superior Court CCLD Declines to Award Costs for Special Master and Mediator, and Awards only Simple Interest on Judgment in Accord with Superior Court Default Rule
- Chancery Finds Derivative Plaintiffs Breached Duties in Withholding Arbitration Award of the Company
- Superior Court Declines to Dismiss Counterclaims Based on “Interrelated Wrongful Act” Clause in D&O Coverage Dispute Arising Out of Viacom-CBS Merger
- Plaintiff Overcomes Rule 23.1 In Walmart Opioids Litigation Based In Part On Over-Redacted Documents In Books And Records Productions
- Chancery Rules That Separate Accrual Periods Apply to an Information Systems Caremark Claim in Walmart Opioid Litigation
- Director violated Revlon Duties by Tilting the Sales Process in favor of the Buyer
- Chancery Dismisses Oversight Claim Based on Board’s Response to Red Flags
- View More
Delaware Business Litigation Report
News & Events
Community
Community
Chair of the Board, Sojourners' Place (residential program for homeless)
Guardian ad litem for abused and neglected children, Office of the Child Advocate
Trinity Church, Swarthmore, PA
St. Andrew’s Society
Recognition
Honors
Chambers USA, 2022 - Present
Delaware Today Top Lawyers, Corporate Law, 2019 - Present
Homeless Advocacy Project Volunteer Service Commendation
Military Outstanding Volunteer (Public) Service Award
Meritorious Honor Award for Service during Iraq War, U.S. State Department
Practice areas
Clerkships
Law Clerk to The Honorable Franklin S. Van Antwerpen, U.S. District Court, Eastern District of Pennsylvania (1992 - 1993)
Admissions
Delaware, 2003
Pennsylvania, 1992
New Jersey, 1992
Massachusetts,1992
U.S. Supreme Court, 2006
U.S. Court of Appeals, Third Circuit, 1993
U.S. District Court for the District of Delaware, 2003
U.S. District Court for the E.D. Pennsylvania, 1993
U.S. District Court for the District of New Jersey, 1993
Education
New England School of Law, J.D., 1992, cum laude, New England Law Review
Lehigh University, B.S., Finance, 1984