Albert H. Manwaring, IV

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

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

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Dismisses Oversight Claim Based on Board’s Response to Red Flags
• Chancery Finds Personal Jurisdiction Under Conspiracy Theory of Jurisdiction Based on Trust Domestication
• Chancery Denies Motion to Dismiss Finding Primedia Argument Inapplicable
• Chancery Upholds Claims Post-Merger
• Chancery Orders Stay of “Dr. J” Litigation Pending Arbitrator’s Decision on Arbitrability
• Chancery Dismisses Claims Against Controller and its Affiliates Based on Group Pleading and Vague, General Allegations of Claims for Breach of Fiduciary Duty
• Superior Court Orders Earn-Out Payment under Ambiguous Merger Agreement after Defendant Withheld Documents in Discovery
• Chancery Rules That Delisted and Long-Dark Corporation Failed To Show Harm Warranting a Confidentiality Order for Basic Financial Documents Responsive to a Books and Records Request
• View More

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

Honors

Chambers USA, 2022

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