Overview
Morris James attorneys’ representation of directors serving on special transaction committees, special investigation/demand committees or special litigation committees is informed by their substantial experience in conflict of interest and entire fairness litigation. Our attorneys have ample experience across all aspects of special committee representation, including, but not limited to, drafting resolutions establishing special committees, counseling committee members regarding their duties, counseling committee members on appropriate compensation arrangements, counseling committee members on the selection of advisors, advising on appropriate record keeping and minute taking and formulating and implementing strategies aimed at achieving the committee’s mandate. The firm represented the first special litigation committee to seek a dismissal under the iconic Zapata standard in 1984.
Morris James prides itself on the close working relationships that it establishes with inside counsel and its clients. Using technology to control costs and manage even mega-document cases, Morris James develops a case management plan with its clients that focuses on the client’s objectives. Morris James maintains the Delaware Business Litigation Report, a blog of all recent, significant Delaware corporate and commercial law decisions.
Our Special Committee Team
Morris James’ special committee team is among the most well-respected in Delaware. Our attorneys are recognized by Chambers USA as “America’s Leading Lawyers for Business”. Our lawyers are also listed in Benchmark Litigation, and Best Lawyers for their business litigation skills. Our team includes a former Vice Chancellor of the Court of Chancery.
Recent Representations
Represented a special committee to evaluate a demand from stockholders of a public company to take action against its officers and directors or take other action based on alleged wrongdoing as outlined in a demand letter
Represented a special transactions committee in negotiating a $2 billion asset exchange
Counseled a publicly-traded company in the formation of special committees to evaluate conflict of interest transactions
Represented special litigation committee of publicly-traded company investigating derivative claims
Counseled a publicly traded corporation in establishing an appropriate special committee process for a $900 million financing transaction
Represented a special committee of a privately owned corporation in a $1 billion sale and restructuring process
Represented a special committee of a publicly- traded corporation in a $120 million debt to equity conversion
Represented a special committee in litigation in the Court of Chancery regarding the sale of a publicly traded chemical company
Represented a special committee of a publicly traded corporation in response to an offer by the majority stockholder to purchase the remaining shares of the company it did not own
Counseled a special committee of a publicly traded corporation regarding a stock repurchase program proposed by the controlling stockholder
Represented a special committee assigned to negotiate merger consideration to be allocated to one class of stock in a dual-class stock structure
Represented a special committee in sale of substantial business unit of publicly traded corporation
Team
Attorneys
- Lewis H. Lazarus, Partner
- John W. Noble, Of Counsel
- P. Clarkson Collins, Jr., Of Counsel
- Nicholas J. Caggiano, Jr., Partner
- Albert H. Manwaring, IV, Partner
- Shannon S. Frazier, Partner
- Jonathan G. Strauss, Partner
- Albert J. Carroll, Partner
- R. Eric Hacker, Partner
- K. Tyler O'Connell, Partner
- Kirsten A. Zeberkiewicz, Counsel
News
- Lewis Lazarus and Eric Hacker to Speak at Upcoming DSBA Seminar: Delaware Corporate Law Council 2023September 11, 2023
- August 17, 2023
- June 1, 2023
- April 28, 2023
- January 6, 2023
- December 27, 2022
- December 2, 2022
- November 8, 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
- Material Omissions in Proxy Prevent 'Corwin' Dismissal of Challenge to Merger
- Chancery Awards Advancement to LLC Member Applying Corporate Law Precedent
- View More
Delaware Business Litigation Report
Publications
- November 8, 2023
- September 13, 2023
- July 2023
- July 19, 2023
- July 2023
- June 14, 2023
- June 2023
- June 2023
Videos & Podcasts
- June 1, 2023
- January 4, 2022
- February 13, 2019
- Albert Manwaring Presents "M&A Litigation and Governance" at Transactions Advisors Spring ConferenceMay 12, 2016
- June 25, 2015
- Lewis H. LazarusPartner
- John W. NobleOf Counsel
- P. Clarkson Collins, Jr.Of Counsel
- Nicholas J. Caggiano, Jr.Partner
- Albert H. Manwaring, IVPartner
- Shannon S. FrazierPartner
- Jonathan G. StraussPartner
- Albert J. CarrollPartner
- R. Eric HackerPartner
- K. Tyler O'ConnellPartner
- Kirsten A. ZeberkiewiczCounsel