Albert H. Manwaring, IV | Delaware Corporate Litigation Attorney in DE

Albert H. Manwaring, IV is a Partner of Morris James, where he Chairs the firm’s litigation department and corporate and commercial litigation group. Albert also serves on the Executive Committee.

Albert concentrates his practice in corporate governance, fiduciary, and business litigation. He represents companies, boards, special committees, directors, officers, managers, and stockholders in Delaware state and federal courts.

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 private-equity controlling stockholders and their director designees in a stockholder challenge to a sale of the company under entire fairness review
Defense of a defense contractor in a proxy-contest for control of the board initiated by a shareholder activist
Representation of a manufacturer in a high-profile, political 220 books and records action to support potential stockholder derivative claims against the board
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

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 corporate and commercial 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.

Defended 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
Defended special committee in a stockholder challenge to a merger asserting Revlon claims, unfair sales process, and inadequate proxy disclosures
Defended private-equity controlling stockholders and their director designees in a stockholder challenge to a sale of the company under entire fairness review
Defended a defense contractor in a proxy-contest for control of the board 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

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 action over the election and removal of directors from the board
Represented a manufacturer in a high-profile, political 220 books and records action to support potential stockholder derivative claims against the board
Represented private-equity funds in stockholder appraisal actions
Represented directors, officers, and companies in indemnity and advancement actions for attorney's fees and expenses under the companies' organizational documents

Represented a 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

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

Represented an Indian generic pharmaceutical company in contract disputes under Article 2 Sales of the Uniform Commercial Code
Defended mutual fund trusts against fraudulent transfer claims in federal 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

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

03.16.26

Chancery Clarifies Indemnification Obligations under a Merger Agreement and Imposes Fee‑Shifting for Discovery Motions

02.12.26

Superior Court CCLD Enforces Texas Securities Act Statute of Limitations and Declines to Apply Delaware’s Relation-Back Doctrine Despite Delaware Choice-of-Law Provision

12.17.25

Chancery Holds that Member Written Consent Successfully Removed Nonstock Corporation’s Board but Failed to Amend Certificate

12.10.25

Chancery Invokes Delaware Policy Against Buying Derivative Standing and Unclean Hands Doctrine Before Addressing Merits of Alleged “Strike Suit”

02.11.26

Corporation Report Bulletin Features Morris James Commentary on the Top Delaware Corporate and Commercial Cases of 2025

01.06.26

Joseph C. Leonard Promoted to eDiscovery Counsel

11.21.25

Melissa Lagoumis Joins the Morris James Corporate & Commercial Litigation Practice in Wilmington

06.05.25

Morris James Earns Top Delaware Rankings in Five Categories; 14 Attorneys Recognized

01.30.26

2025 Delaware Corporate and Commercial Case Law Year in Review

05.23.25

Supreme Court Affirms Chancery Rulings in Derivative Litigation Challenging Oracle’s NetSuite Acquisition

04.30.25

Dilution Claim in Which a Controller Received Additional Shares in Exchange for Its Interests, Was Exclusively Derivative

07.24.24

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

06.01.23

National Recognition for Exceptional Client Service from Chambers USA

01.04.22

Corporate Litigation Practice Promotes Kirsten Zeberkiewicz

02.13.19

Federal Forum Charter Provisions for Securities Claims

Engaged in the Community

Former 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

Chambers USA, 2022 - Present
Best Lawyers, Litigation - Mergers and Acquisitions, 2024 - 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

Services

Admissions

Delaware, 2003
U.S. District Court for the District of Delaware, 2003
U.S. Court of Appeals, Third Circuit, 1993
U.S. Supreme Court, 2006
Pennsylvania, 1992
New Jersey, 1992
Massachusetts, 1992
U.S. District Court for the E.D. Pennsylvania, 1993
U.S. District Court for the District of New Jersey, 1993

Clerkships

Law Clerk to The Honorable Franklin S. Van Antwerpen, U.S. District Court, Eastern District of Pennsylvania (1992 – 1993)

Education

New England School of Law, JD, 1992, cum laude, New England Law Review
Lehigh University, BS, Finance, 1984

Professional Affiliations

Member, Delaware Court of Chancery Rules Committee
American Bar Association
- Former 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

Albert H. Manwaring IV

Services

Admissions

Clerkships

Education

Professional Affiliations