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

Transfer by a Non-Debtor is not a Fraudulent Transfer under DUFTA

Cystallex Int'l Corp. v. Petróleos de Venezuela, S.A. et al., 879 F.3d 79 (3d Cir. 2018). As a matter of law, a transfer by a non-debtor cannot be a fraudulent transfer under the Delaware Uniform Fraudulent Transfer Act…more
 /  Civil Procedure, Finance & Banking

Court Of Chancery Applies The Covenant Of Good Faith And Fair Dealing To Fill A Gap

In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) - This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here the…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Provides Definitive Guidelines On Judicial Sale Process

In re: TransPerfect Global Inc., C.A. 9700-CB (February 15, 2018) - In what it is hoped is the final act in the TransPerfect case, this decision upholds the sale process used by the Custodian to sell TransPerfect…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Adopts Market Price In Appraisal Valuation

Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Resolves Allocation Issues In Advancement Case

Weil v. Vereit Operating Partnership LP, C.A. 2017-0613-JTL (February 13, 2018) - This decision clearly sets out how to allocate fees for claims subject to advancement of attorney fees from those that are not covered by an…more
 /  Business Organizations, Civil Procedure

Dismissal of Shareholder Derivative Action on Rule 23.1 Grounds Precludes Relitigation of Different Del. Plaintiffs

The Delaware Supreme Court recently issued an important corporate law decision addressing issue preclusion in the context of multiple shareholder derivative actions. The court ruled in California State Teachers’ Retirement…more
 /  Business Organizations, Civil Procedure

New Delaware Breach Notification Law Will Require Diligent Preparation and Education

On August 17, 2017, Delaware Governor John Carney signed into law HB 180, completing an update to a nearly 12-year old breach notification statute that had little teeth, and no enforcement. The new law, which applies to “Any…more
 /  Privacy, Science, Computers, & Technology

Court Of Chancery Resolves Good Faith Claim In LLC Context

Miller v. HCP & Company, C.A. 2017-0291-SG (February 1, 2018) - This decision resolves the tricky issue of when the provisions of an LLC agreement do not allow “gap filling” so as to permit a claim for violation of the…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Awards Fees Under Indemnification Provision

Composecure LLC v. Cardux LLC, C.A. 12524-VCL (February 1, 2018) - Most of this decision deals with when a contract is void or voidable. If the signing is in violation of mandatory provisions in the entity’s governing…more
 /  Civil Procedure, Commercial Law & Contracts

Court Of Chancery Holds Stock Issuance Void

Southpaw Credit Opportunity Master Fund LP v. Roma Restaurant Holdings Inc., C.A. 2017-0059-TMR (February 1, 2018) - When stock is issued in violation of a stockholder agreement, the issuance is “void.” This has great…more
 /  Business Organizations, Civil Procedure, Securities Law

Where Do You Want to Be Sued?

Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic. However, to a large extent, companies can chose the forum to decide claims made against…more
 /  Civil Procedure, Commercial Law & Contracts

Court of Chancery Rejects Conspiracy Theory of Jurisdiction At Summary Judgment Stage

Reid v. Siniscalchi, C.A. No. 2874-VCS (January 30, 2018) - The facts underlying this summary judgment decision are rather remarkable. The case is long-pending, and involved years of jurisdictional discovery granted for the…more
 /  Civil Procedure

Delaware Supreme Court Gives Preclusive Affect To Prior Dismissal In Wal-Mart Derivative Litigation

California State Teachers Retirement System v. Alvarez, No. 295, 2016 (Del. Jan. 25, 2018) - This is an important decision clarifying the rules regarding the preclusive effect a dismissal of a derivative suit may have on a…more
 /  Business Organizations, Civil Procedure

Chancery Greenlights Use of Books and Records Demands to Buttress Post-'Corwin' M&A Challenges

Stockholder M&A challenges in the Delaware Court of Chancery have declined in the wake of the well-known Trulia (and its federal corollary Walgreens) and Corwin decisions, which respectively reduced incentives for pre-closing…more
 /  Business Organizations, Civil Procedure, Mergers & Acquisitions

Court Of Chancery Explains Inspection Rights Under An LLC Agreement

Aloha Power Company LLC v. Regenesis Power LLC, C.A. 12697-VCMR (Dec. 22, 2017) - This books and records decision addresses inspection rights granted under an LLC agreement. It also is useful as a reminder that a mere decline…more
 /  Business Organizations, Civil Procedure
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