Morris James LLP

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500 Delaware Avenue
Suite 1500
Wilmington, DE 19801-1494, United States
Phone: 302-888-6800
Fax: 302-571-1750
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Bankruptcy
  • Business Organizations
  • Civil Rights
  • Class Action
  • Commercial Law & Contracts
  • Construction Law
  • Debtor/Creditor
  • Education
  • Energy & Utilities
  • Environmental Law
  • Family Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Personal Injury
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • Delaware
Number of Attorneys
50-100 Attorneys

Marijuana Is In The Spotlight In Delaware And The Question Is Here: Should Delaware Legalize?

Marijuana is in the spotlight in Delaware. The question is here: will Delaware legalize? Our best prognostication: not soon. A comprehensive bill, House Bill 110, has been filed by Rep. Helene Keeley and Sen. Margaret Rose…more
 /  Elections & Politics

Where Is Delaware Corporate Litigation Going?

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse will…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Declines To Hold Unocal Claim Automatically Excuses Demand

A derivative plaintiff who fails to make a pre-suit demand on the board must show why demand is excused using particularized facts. Here, the plaintiff argued that demand was automatically excused by sufficiently pleading a…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision also…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Interprets Claimed Advancement Waiver

This decision explains how to obtain a release of advancement rights from a seller in an agreement to purchase his company. Here that effort failed. However, buyers will continue to not want to have to advance the sellers’ fees…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Explains The Abry Partners Doctrine

Parties to an acquisition often attempt to set limits on what may be recovered in any post-closing dispute between them. This helps the buyer get a lower price in return for the safety the sellers buy with a price concession…more
 /  Civil Procedure, Commercial Law & Contracts

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation, the…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Explains The “Known Looter” Theory For Controllers

This is an interesting decision because it examines an intriguing legal theory for holding a controlling stockholder liable in a sale: the “known looter” theory. Generally speaking, controllers can sell their stock to whoever…more
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Explains What Are Direct Claims For An LP

It matters whether a claim may be characterized as a direct claim belonging to the owners of an entity or as a derivative claim that may only be brought in the name of the entity. This decision explains which is which in the…more
 /  Civil Procedure, Commercial Law & Contracts

Court Of Chancery Discusses Interrelationship Between Corwin and Santa Fe

In its now famous Corwin decision the Delaware Supreme Court held that when a majority of the stockholders in a fully informed, noncoercive vote approve a transaction, the business judgment rule applies and the transaction is…more
 /  Business Organizations, Business Torts, Civil Procedure, Mergers & Acquisitions

Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even when…more
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Limits Creditor Standing

This decision holds that a creditor lacks standing to bring breach of fiduciary duty claims arising out of the management of an LLC. Of course, creditors are better served by drafting the loan documents to protect their rights…more
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts

Court of Chancery Explains When There Is A Basis To Investigate

This decision does a good job of explaining when there is an adequate showing of possible wrongdoing sufficient to justify a books and records inspection. It also explains why conducting a proxy contest does not warrant denying…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Explains Limits Of The Dual Claims Rule

Under the well-known Brinckerhoff decision, a claim may be both a direct claim and a derivative claim. When that occurs the complaint need not comply with Rule 32.1 demand requirements. This decision points out that Brinckerhoff…more
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts

Looking Back on 2015: The 6 Most Important eDiscovery Cases in Delaware - Part 4

This is the fourth in a series of posts summarizing the six most important eDiscovery cases in Delaware in 2015. Medicalgorithmics S.A. v. AMI Monitoring, Inc., C.A. No. 10948-CB, Oral Argument on Defendants’ Motion…more
 /  Electronic Discovery
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