Corporate and Fiduciary Litigation

Overview

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.

Experts In Corporate and Fiduciary Litigation

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 Team

Our lawyers are listed in Chambers USA, Benchmark Litigation, Best Lawyers®, and Delaware Super 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.

Representative Matters

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.