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 Explains Basis For Inspection Of Alleged Wrongdoing

Silverberg v. ATC Healthcare Inc., C.A. 2017-0242-JRS (December 5, 2017) - While the standard to win the right to inspect corporate records to investigate alleged wrongdoing is a lenient one, it is still not enough to just…more
 /  Business Organizations, Civil Procedure

Superior Court Explains When Fraud Claims May be Brought

Novipax Holdings LLC v. Sealed Air Corporation, No. N17C-03-1682 (November 28, 2017) - This is an interesting decision because it explains: (1) when a fraud claim may be brought despite anti-reliance provisions in a contract…more
 /  Business Torts, Civil Procedure, Commercial Law & Contracts

Superior Court Rules When Fees Recoverable

Clean Harbors Inc. v. Union Pacific Corporation, No. N15C-07-081 MMJ CCLD (Nov. 15, 2017) - When an obligation to indemnify includes the fees incurred in the underlying litigation is a surprisingly frequent question…more
 /  Business Organizations, Business Torts, Civil Procedure, Commercial Law & Contracts

Superior Court Explains How To Prove Fees

The Boeing Company v. Spirit Aerosystems Inc., No. N14C-12-055 EMD CCLD (Dec. 5, 2017) - This decision explains the process and proof required to establish the amount of a fees award…more
 /  Business Organizations, Civil Procedure, Commercial Law & Contracts, Labor & Employment Law

Court Of Chancery Determines When A Proxy Is Irrevocable And When It Has Jurisdiction To Decide Equitable Ownership In A Section 225 Case

Zohar II 2005-1 Limited v. FSAR Holdings Inc., C.A. No. 12946-VCS (Nov. 30, 2017) - This is an important decision for two reasons. First, it determines when a proxy is irrevocable under Delaware law. To be irrevocable under…more
 /  Business Organizations, Civil Procedure, Securities Law

Court Of Chancery Applies Corwin And Test For Control

Peter Van Der Fluit v. Yates, C.A. No. 12553-VCMR (Nov. 30, 2017) - Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the deal…more
 /  Business Organizations, Civil Procedure, Mergers & Acquisitions

Court Of Chancery Finds Pre-Merger Suit Unripe

This is an interesting decision with potential implications for future shareholder litigation. Briefly, the complaint alleged that, in connection with a proposed merger, the controlling shareholder secured a side deal at the…more
 /  Business Organizations, Business Torts, Civil Procedure, Mergers & Acquisitions

Court of Chancery Dismisses Derivative Action for Failure to Plead Demand Futility

A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may…more
 /  Business Organizations, Civil Procedure

Be Careful What You Ask For in a Section 225 Case

Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation. Section 225 of the Delaware General Corporation Law provides that the Delaware Court of Chancery…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Rejects Attorney-Driven Books And Records Demand

Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) - This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side…more
 /  Business Organizations, Civil Procedure

Court Of Chancery Explains Limitations Period In Equity

Bioveris Corporation v. Meso Scale Diagnostics, C.A. No. 8692-VCMR (Nov. 2, 2017) - Some assume that a statute of limitations will not apply in the Court of Chancery. But as this decision illustrates, that is an…more
 /  Civil Procedure, Commercial Law & Contracts, Finance & Banking

Court Of Chancery Issues A Definitive Opinion on Aronson

Lenois v. Lawal, C.A. No. 11963-VCMR (Nov. 7, 2017) - This case illustrates the power of well-functioning special committee to diffuse the potentially corruptive influence of a self-interested controller on a transaction. The…more
 /  Business Organizations, Business Torts, Civil Procedure

Court Of Chancery Favors Plain Language In Earn-Out Dispute And Declines To Imply Contractual Terms

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) - With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its bargain…more
 /  Civil Procedure, Commercial Law & Contracts, Mergers & Acquisitions

Court Of Chancery Enforces Arbitration Clause Despite Designated Arbitrator’s Unavailability

In re Good Technology Corporation Stockholder Litigation, C.A. No. 11580-VCL (Oct. 27, 2017) - This decision resolves a unique dilemma: what to do when the contracting parties agree to an arbitration clause designating a…more
 /  Alternative Dispute Resolution (ADR), Civil Procedure, Commercial Law & Contracts

Delaware Supreme Court Sets A New Standard And Clarifies The Spectrum Of Forum Non Conveniens Standards

Gramercy Emerging Markets Fund v. Allied Irish Banks P.L.C., No. 49, 2017 (Oct. 27, 2017) - Under the Cryo-Maid factors, a Delaware court may dismiss a suit on forum non conveniens grounds only after the defendant shows that…more
 /  Civil Procedure, Commercial Law & Contracts
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