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

Court of Chancery Advocates New Test Governing Preclusion in Derivative Litigation

In re Wal-Mart Stores Inc. Delaware Derivative Litig., C.A. No. 7455-CB (Del. Ch. July 25, 2017) - This is an important decision holding that just because one derivative litigation was dismissed for failure to overcome the…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

How to Open the Door to Chancery

Sometimes more is not a good idea. That is the case when a complaint alleges multiple bases to invoke the jurisdiction of the Delaware Court of Chancery, but still fails to sustain that subject matter jurisdiction. The recent…more
 /  Civil Procedure, Commercial Law & Contracts

Delaware Healthcare Industry Update - July 2017

Budget Impasse Leads to Health Cuts & “Sin” Taxes - By 1:30 a.m. on July 3rd, the Governor had signed a budget. It included litany of cuts, including several in healthcare. Public health programs were cut 10%, including…more
 /  Health

High Court Resolves $2B 'True Up' Dispute Against Acquirer

The Delaware Supreme Court's recent decision in Chicago Bridge & Iron v. Westinghouse Electric, resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements: sellers'…more
 /  Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Explains Stock Restriction Law

Henry v. Phixios Holdings Inc., C.A. No. 12504-VCMR (July 10, 2017) - This is the rare decision explaining when restrictions on stock transfers (permitted by Section 202 of the DGCL) can be enforced. While the statute seems…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Chancery Holds That Deal Price Is Fair Value in Massive Appraisal Fight

In In re Appraisal of PetSmart, one of Delaware's largest appraisal litigations in history, the Delaware Court of Chancery held that the deal price in PetSmart Inc.'s going-private transaction was the best evidence of fair…more
 /  Business Organizations, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts

Court Of Chancery Addresses Material Adverse Change Clause In Commercial Contract

A material adverse change or effect clause permits a party to avoid its contractual obligations under certain circumstances. Delaware courts have addressed so-called “MAC” clauses in the merger agreement context on a number of…more
 /  Business Torts, Civil Procedure, Commercial Law & Contracts, Intellectual Property

Court Of Chancery Explains When Entire Fairness Applies To Option Grants And Voting Agreements

While directors have the right to issue options, when the grant is to themselves and there are specific facts suggesting unfairness, those directors will have the burden of proving the grants were entirely fair in a stockholder…more
 /  Business Organizations, Business Torts, Civil Procedure

Structural Coercion Negated Cleansing Effect Under 'Corwin'

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an…more
 /  Business Organizations, Civil Procedure, Mergers & Acquisitions

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages…more
 /  Business Organizations, Business Torts, Civil Procedure, Mergers & Acquisitions

Court Of Chancery Explains Corwin Limits

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a…more
 /  Business Organizations, Business Torts, Civil Procedure, Mergers & Acquisitions

Is Appraisal Arbitrage Past Its Prime?

Once again, some corporate lawyers are complaining that the Delaware courts are too good to stockholders or, more often, plaintiffs’ lawyers. In the more recent past, those complaints focused on merger litigation that led to…more
 /  Business Organizations, Civil Procedure, Mergers & Acquisitions

Complying With HIPAA Following a Ransomware Attack

In 2016, the U.S. Department of Health and Human Services (“HHS”) issued guidance to help covered entities and business associates understand, among other things, how to respond appropriately to ransomware attacks under the…more
 /  Privacy, Health, Science, Computers, & Technology

Court Of Chancery Upholds Deal Price As Fair Value In Appraisal Case

The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions
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