Overview
The corporate governance needs of every business are different. They depend on factors ranging from the formal organization of the company to the particularities of its industry. Understanding how these issues play into strategic planning and risk mitigation is one of the most important roles of our corporate governance attorneys.
Morris James assists clients who seek advice regarding how to structure transactions to comply with the Delaware laws governing business organizations. This assistance ranges from advising on the board's fiduciary duties in a sale of the company, to advising owners and managers of unincorporated entities, such as limited liability companies or limited partnerships. We also represent special committees of public companies in negotiations of mergers and other transactions with controlling stockholders and investigations of alleged corporate wrongdoing.
Our Corporate Governance Team
Morris James’ in-house corporate governance counseling team is among the most well respected in Delaware. Our attorneys are recognized by Chambers USA and Best Lawyers for excellence in their field.
As well, two of our partners serve as members of the Delaware State Bar Association’s Corporate Law Council, which monitors and recommends changes to the statutes governing Delaware business organizations. Our partners also have been chosen by the Court of Chancery to serve as custodians or receivers tasked with a range of duties, from resolving corporate deadlocks to selling operating businesses. Knowledge from this work and our litigation experience informs our judgment.
Team
Attorneys
- John W. Noble, Of Counsel
- P. Clarkson Collins, Jr., Of Counsel
- Michael M. Ledyard, Retired Partner
- Lewis H. Lazarus, Partner
- Nicholas J. Caggiano, Jr., Partner
- Albert H. Manwaring, IV, Partner
- Shannon S. Frazier, Partner
- K. Tyler O'Connell, Partner
- Jonathan G. Strauss, Partner
- Albert J. Carroll, Partner
- Brian M. Ellis, Partner
- R. Eric Hacker, Partner
- Alena Smith, Associate
- Kirsten A. Zeberkiewicz, Counsel
News
- June 1, 2023
- April 28, 2023
- January 6, 2023
- December 27, 2022
- December 2, 2022
- November 8, 2022
- November 3, 2022
- October 26, 2022
Resources
Latest Blog Posts
- Chancery Applies Traditional Fiduciary Principles to a SPAC in First Test of the Popular Vehicle for Private Companies to Access Public Markets under Delaware Corporate Law
- Uber Board Was Disinterested and Independent to Assess a Pre-Suit Demand for Acquisition of Google Program
- Chancery Holds Plaintiffs’ Emails with Counsel on Defendants’ Server Are Privileged Due to Application of Argentine Law
- Chancery Enforces Delaware Forum Selection Clause and Examines the Limited Circumstances Where a Foreign Nation May Divest Delaware Courts of Jurisdiction
- Venture Capital Firms Did Not Constitute a Control Group Barring Stockholder Direct Claims for Dilution
- Chancery Examines Computer Misuse Claims Against Former Employee and Awards Defamation Damages Against Former Employer
- 'Scott v. DST Systems': Court Rejects Mootness Fee for Target’s Supplemental Disclosures Explaining Valuation Analyses
- Material Omissions in Proxy Prevent 'Corwin' Dismissal of Challenge to Merger
- View More
Delaware Business Litigation Report
Publications
- May 11, 2023
- April 12, 2023
- March 28, 2023
- March 15, 2023
- February 9, 2023
- February 8, 2023
- December 28, 2022
- October 26, 2022
Videos & Podcasts
- June 1, 2023
- January 6, 2023
- January 4, 2022
- October 27, 2020
- February 13, 2019
- Albert Manwaring Presents "M&A Litigation and Governance" at Transactions Advisors Spring ConferenceMay 12, 2016
- June 25, 2015
- John W. NobleOf Counsel
- P. Clarkson Collins, Jr.Of Counsel
- Michael M. LedyardRetired Partner
- Lewis H. LazarusPartner
- Nicholas J. Caggiano, Jr.Partner
- Albert H. Manwaring, IVPartner
- Shannon S. FrazierPartner
- K. Tyler O'ConnellPartner
- Jonathan G. StraussPartner
- Albert J. CarrollPartner
- Brian M. EllisPartner
- R. Eric HackerPartner
- Alena SmithAssociate
- Kirsten A. ZeberkiewiczCounsel