Representing our clients’ interests both in court and out requires in-depth legal knowledge and a commitment to cost-effective and innovative solutions. Morris James LLP has an extensive corporate and fiduciary litigation practice representing some of the nation’s most prominent organizations in both state and federal issues.
Corporate and Fiduciary Litigation Expertise
Morris James regularly tries cases in the Delaware Court of Chancery, the premier court in the United States for corporate law and fiduciary litigation, and one of our partners serves as a member of the Court of Chancery Rules Committee. We also try corporate and commercial disputes in the Delaware Superior Court and the United States District Court for the District of Delaware.
We are available to provide advice, representation and assistance in a wide range of business matters. Examples of our corporate and fiduciary litigation experience include:
- Defense of claims of breach of fiduciary duties by directors arising out of merger and sale of asset transactions
- Prosecution and defense of class and derivative actions to recover damages for self-dealing
- Prosecution and defense of books and records actions
- Prosecution and defense of claims for breach of directors’ fiduciary duties in over-compensating themselves
- Prosecution and defense of appraisal claims
- Prosecution and defense of claims for advancement and indemnification
- Defense of breach of fiduciary duty claims arising out of a proxy contest
- Dissolution, deadlock and other claims arising out of "business divorce"
Court Specific Management
Each of Delaware’s three major trial courts has its own Delaware rules and best practices. While each of our litigation partners may try cases in any of those courts, our practices in each court are administered by senior partners whose careers have focused on litigation in each court. Clark Collins is the Chair of the Business Litigation Group and Lewis Lazarus is the Chair of the Corporate and Fiduciary Litigation Group. They are both members of the Delaware State Bar Association’s Council that annually proposes legislation to the General Assembly to revise the statutes applied by that Court for business organizations.
Our lawyers are listed in Chambers USA and Best Lawyers for their litigation skills, particularly in the Court of Chancery.
Our attorneys have experience in litigating significant corporate decisions in the Delaware Supreme Court and Court of Chancery, representing stockholders, directors, and corporations.
Delaware Business Litigation Report
Morris James maintains the Delaware Business Litigation Report, a blog featuring summaries and analysis of Delaware business litigation. To subscribe to our report, click here.
Upheld in the Delaware Supreme Court the Court of Chancery's post-trial judgment in favor of a board of directors alleged to have violated fiduciary duties in a transaction with a majority stockholder.
Proved post-trial in the Court of Chancery in an appraisal action that the fair value of a company on the date of a merger was less than the merger consideration.
Defended directors post-closing in the Court of Chancery against claims for damages arising out of a merger transaction by establishing that an informed stockholder vote cleansed the transaction under Corwin.
Defended a company in the Court of Chancery in a tender offer/cash-out merger transaction against claims that its transaction with a majority stockholder was required to meet the test of entire fairness.
Upheld in the Delaware Supreme Court a judgment in the Court of Chancery in favor of a director's right to advancement of his expenses for the assertion of a counterclaim in litigation initiated against him by the company alleging breach of duty as a director.
Upheld in the Delaware Supreme Court the Court of Chancery's decision approving a class action settlement which included a release of federal claims.
- Albert H. Manwaring, IV, Partner
- Lewis H. Lazarus, Partner
- Albert J. Carroll, Partner
- P. Clarkson Collins, Jr., Of Counsel
- Eric J. Monzo, Partner
- John W. Noble, Of Counsel
- K. Tyler O'Connell, Partner
- Bryan Townsend, Counsel
- Sarah Ennis, Counsel
- R. Eric Hacker, Partner
- Kirsten A. Zeberkiewicz, Counsel
- Samuel E. Bashman, Associate
- Barnaby Grzaslewicz, Associate
- Joseph C. Leonard, Associate
- Aubrey Morin, Associate
- Alena Smith, Associate
- April 28, 2023
- April 19, 2023
- January 25, 2023
- January 6, 2023
- December 27, 2022
- Lewis Lazarus Shares Legal Experience with University of Delaware Entrepreneurship and Leadership StudentsDecember 2, 2022
- Delaware Supreme Court Appoints Morris James Attorney Eric Hacker to Delaware Supreme Court Rules CommitteeNovember 8, 2022
- November 3, 2022
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
- Chancery Enforces Preferred Stock Consent Rights, and Reasons that Designee of a Corporate Stockholder Is an “Affiliate” of that Stockholder for Purposes of an “Interested Party” Clause
- Chancery Finds “Constellation” of Personal and Professional Relations Between Directors and Controlling Stockholder Excuses Demand
- View More
Delaware Business Litigation Report
- Lordstown Motors: Applying Section 205 of the Delaware General Corporation Law, the Delaware Court of Chancery Validates Shares Issued Without a Separate Class VoteMay 11, 2023
- Court of Chancery Re-Affirms that Director-Designating Investor is Entitled to Privileged Communications from Company Counsel in Appraisal LitigationApril 12, 2023
- April 10, 2023
- March 28, 2023
- Court of Chancery Denies Bid to Make Records of Arbitration Materials Presumptively Confidential Under Rule 5.1March 15, 2023
- February 9, 2023
- Court of Chancery Rules That Corporate Officers Have a Duty of Oversight Within Their Corporate Area of ResponsibilityFebruary 8, 2023
- In New AmerisourceBergen Decision, Chancery Applies 'Separate Accrual' Laches Analysis for 'Caremark' Red-Flags ClaimsDecember 28, 2022
Videos & Podcasts
- January 19, 2022
- January 4, 2022
- March 24, 2021
- February 13, 2019
- Albert Manwaring Presents "M&A Litigation and Governance" at Transactions Advisors Spring ConferenceMay 12, 2016
- June 25, 2015
- Albert H. Manwaring, IVPartner
- Lewis H. LazarusPartner
- Albert J. CarrollPartner
- P. Clarkson Collins, Jr.Of Counsel
- Eric J. MonzoPartner
- John W. NobleOf Counsel
- K. Tyler O'ConnellPartner
- Bryan TownsendCounsel
- Sarah EnnisCounsel
- R. Eric HackerPartner
- Kirsten A. ZeberkiewiczCounsel
- Samuel E. BashmanAssociate
- Barnaby GrzaslewiczAssociate
- Joseph C. LeonardAssociate
- Aubrey MorinAssociate
- Alena SmithAssociate