Morris James LLP

Delaware has long been recognized as a key jurisdiction for structuring complex financing transactions due to its established legal framework and business-focused environment. The state is home to the Court of Chancery, which is widely known for handling business disputes efficiently and with a strong understanding of corporate and commercial matters. Delaware’s flexible statutory provisions, along with its corporate, trust, partnership, and LLC laws, provide businesses, lenders, and investors with a reliable legal foundation for a broad range of financing structures. In addition, Delaware’s extensive body of case law offers meaningful guidance and predictability when navigating financial transactions and related legal considerations. Our practice is comprised of attorneys with deep experience as Delaware finance counsel in these types of complex financial transactions.

Morris James represents domestic and international clients in Delaware bankruptcy, restructuring, insolvency, and creditor-debtor matters. Our attorneys advise businesses, lenders, creditors, trustees, committees, and other stakeholders in complex Chapter 11 proceedings, out-of-court restructurings, and insolvency-related litigation. We provide practical guidance informed by both legal and business considerations, with a focus on helping clients address financial challenges, protect their interests, and pursue their objectives efficiently and effectively.

Delaware is widely recognized for its well-developed legal framework, and its alternative entities offer flexibility for a broad range of business needs. Delaware provides adaptable options for forming limited liability companies (LLCs), limited partnerships (LPs), Delaware Statutory Trusts (DSTs), and other alternative entities used by businesses, investors, and entrepreneurs across many industries. Morris James assists clients with the formation, governance, operation, and restructuring of Delaware alternative entities, helping them navigate legal and business considerations at every stage of the entity lifecycle.

Morris James represents closely held companies and family-owned businesses across a broad range of legal and business matters. Our attorneys help with the complex, interconnected issues businesses face throughout their lifecycle, including tax, business formation and governance, financing, commercial transactions, real estate, employment matters, regulatory compliance, and succession planning/ownership transitions.

We work closely with our clients’ deal teams and counsel for all related parties to provide practical guidance on matters involving Delaware commercial finance transactions. Our attorneys also prepare Delaware legal opinions commonly required in these transactions. We regularly represent financial institutions, hedge funds, private equity funds, and law firms involved in complex financing matters and transactions governed by Delaware law.

We represent clients in a wide range of Delaware commercial litigation matters involving business contract disputes. Our attorneys handle claims related to stock and asset purchase agreements, restrictive covenants, service contracts, loan agreements, contracts for the sale of goods, and other business and commercial arrangements. We work with companies and business owners through negotiation, dispute resolution, and litigation when contractual disagreements arise.

Corporate governance and compliance needs vary from one business to another. Considerations such as organizational structure, industry requirements, regulatory obligations, and long-term business objectives all play an important role in shaping governance strategies and risk management decisions. Thoughtful legal guidance in these areas can help businesses address operational challenges while supporting informed decision-making.

Morris James advises a broad range of clients, including multinational corporations, emerging companies, special committees, and stockholders. Our team works with clients to develop, implement, and maintain governance frameworks and compliance practices that support their business goals and help address applicable legal and regulatory requirements.

Our Corporate Governance practice advises businesses, boards of directors, special committees, equity owners, and management teams on a wide range of governance matters. We counsel clients on fiduciary duties related to transactions such as mergers, acquisitions, and company sales, as well as ongoing governance and decision-making responsibilities. Our attorneys also assist owners and managers of alternative entities, including limited liability companies and limited partnerships, with governance structures, operating agreements, and related business matters. In addition, we represent special committees in negotiations involving mergers and other transactions with controlling stockholders.

Our corporate law/M&A team advises clients on a wide range of complex transactions, combining practical legal guidance with business-focused counsel to help move deals forward efficiently and thoughtfully. Whether you are a growth-stage company pursuing a merger to support expansion and access capital, a multinational corporation evaluating a strategic acquisition, or a financial sponsor acquiring or divesting a platform or add-on business, our attorneys work closely with you through each stage of the transaction process.

Morris James attorneys assist clients with Delaware elder law matters and planning for individuals with disabilities. We work closely with individuals and families to develop thoughtful legal strategies tailored to their personal goals, financial circumstances, and long-term care needs. Our attorneys advise clients on a wide range of planning options designed to help protect assets, address healthcare and caregiving concerns, and support future decision-making. We also regularly speak with professional and community organizations on topics related to elder law and disability planning.

We counsel Delaware employers on compliance with local, state, and federal employment laws and help business owners, managers, and human resources departments develop workplace policies and procedures. Our attorneys also provide in-house training and workplace compliance reviews tailored to each client’s operations, workforce, and internal practices.

Delaware has long been recognized as a key jurisdiction for structuring sophisticated equipment financing because of its well-established legal framework and business-friendly environment. The state is home to the Court of Chancery, which is widely known for handling complex business disputes efficiently. Delaware’s flexible statutory provisions, along with its comprehensive corporate, trust, partnership, and LLC laws, provide the legal certainty and flexibility often sought in equipment finance transactions. Its extensive body of case law also offers meaningful guidance and predictability, helping parties navigate legal and commercial considerations with greater confidence.

Family law matters can have a lasting impact on your future, your finances, and your relationships. With more than 50 years of combined experience handling Delaware family law cases, our attorneys work closely with clients to address a wide range of legal issues with care, preparation, and practical guidance. We focus on developing thoughtful solutions through negotiation and collaboration whenever possible while remaining prepared to advocate for our clients in court when litigation becomes necessary.

Our Delaware labor & employment team represents employers in all aspects of the management-workforce relationship, including labor negotiations, workplace investigations, policy development, preventative counseling, management and employee training, and employment litigation.

The use of real property for productive purposes has become increasingly regulated and complex. As a multidisciplinary law firm, our Delaware land use team works closely with attorneys across related practice areas, including real estate transactions, government relations, litigation, corporate law, and tax. This collaborative approach allows us to assist clients with a wide range of land use and zoning issues involving development, permitting, approvals, and regulatory compliance.

With more than 90 years of experience practicing Delaware law, Morris James represents clients in complex litigation matters arising in and outside of bankruptcy court. Our attorneys counsel national and international businesses involved in high-valueDelaware bankruptcy disputes, including adversary proceedings, fraudulent transfer claims, fiduciary duty litigation, and other contested matters connected to insolvency proceedings.

We focus on practical strategies tailored to each client’s business objectives while advocating effectively in Delaware courts and other jurisdictions. Drawing on decades of litigation experience, our team works to help clients address challenging disputes efficiently and protect their interests throughout the bankruptcy process.

Morris James represents insurers and policyholders in complex Delaware insurance coverage disputes. Our attorneys handle matters involving D&O liability coverage and related issues involving corporate law, indemnification, forum disputes, personal jurisdiction, subject matter jurisdiction, and parallel proceedings. We also litigate claims involving alleged bad faith, unfair claims practices, breaches of the implied covenant of good faith and fair dealing, and disputes involving extra-contractual damages. In addition, our firm has represented clients in insurance coverage matters presenting issues of first impression before the Delaware Supreme Court.

Morris James maintains a long-standing Delaware intellectual property litigation practice led by Ken Dorsney. Our attorneys have represented clients in a wide range of intellectual property matters in Delaware and have worked alongside law firms and businesses across the country in complex disputes. We have served as counsel in cases involving patents, copyrights, trade secrets, trademarks, and antitrust-related claims, including matters that proceeded through trial.

We represent employers in a wide range of Delaware employment litigation matters, including claims involving discrimination, retaliation, wrongful termination, wage and hour disputes, ERISA issues, and the enforcement and defense of post-employment restrictive covenant agreements. We also defend constitutional and other employment-related claims on behalf of public employers.

Our attorneys counsel clients through all stages of employment disputes, from internal investigations and administrative proceedings to mediation, arbitration, and trial. We work with employers to address workplace conflicts efficiently while protecting their business interests and operational goals.

Mergers and acquisitions transactions can encounter disputes between signing and closing, including disagreements involving material adverse changes, financing issues, and other transaction-related concerns. After closing, disputes may also arise regarding representations and warranties, purchase price adjustments, earn-outs, indemnification obligations, and other contractual provisions.

Our M&A litigation team represents companies in litigation involving terminated or contested transactions, as well as post-closing disputes. We handle matters involving requests for injunctive relief, declaratory judgments, damages, and related business litigation issues arising from merger and acquisition agreements.

Our Delaware real estate litigation team represents clients in a wide range of contract disputes involving commercial and residential property matters. We handle issues related to asset purchase agreements, restrictive covenants, service contracts, loan agreements, contracts for the sale of goods, lease disputes, development agreements, and other business and real estate-related contractual arrangements. Our attorneys work with property owners, developers, landlords, tenants, investors, and businesses to protect their interests through negotiation, mediation, arbitration, and litigation when necessary.

Our Delaware Securities Litigation team represents directors, officers, and companies in SEC Rule 10b-5 class actions alleging securities fraud. Our lawyers have served in judicial and leadership roles within Delaware’s legal and business communities. The team includes a former Vice Chancellor of the Delaware Court of Chancery. Members of our team have also served on state court rule committees and the Delaware State Bar Association’s Council, which helps develop and recommend updates to Delaware’s business statutes.

Our Mass Tort Litigation team represents individuals who have suffered physical, emotional, and financial harm caused by the actions of companies and organizations across the country.

We work with clients in matters involving dangerous products, defective medical devices, pharmaceutical injuries, environmental exposure, and other large-scale claims affecting groups of people. Our attorneys are committed to holding wrongdoers accountable and pursuing meaningful compensation on behalf of those impacted.

Morris James attorneys help parties resolve complex civil and commercial disputes through mediation and arbitration. Our work includes matters involving merger and asset sale agreements, stockholder and operating agreements, insurance disputes, commercial contract issues, and claims involving preference and fraudulent transfers. We also handle mediation and arbitration involving consumer disputes, tort claims, and personal injury matters.

Healthcare providers have a professional duty to provide patients with an appropriate standard of care. When a doctor, hospital, nurse, or other medical provider fails to meet that standard, the results can cause serious injury, long-term complications, or wrongful death. Medical malpractice claims often involve complex medical records, expert testimony, and significant financial and emotional losses for patients and their families.

The attorneys at Morris James represent individuals and families affected by medical negligence and have handled a wide range of medical malpractice matters. Our lawyers work to investigate claims, identify responsible parties, and pursue compensation for medical expenses, lost income, pain and suffering, and other damages related to preventable medical errors.

The M&A team at Morris James works with clients across a broad range of established and emerging industries, helping businesses navigate transactions at every stage of growth and development. Our team has represented companies ranging from closely held businesses and start-ups to larger regional and national organizations in sectors including energy, manufacturing, aviation, biotechnology, pharmaceuticals, property management, healthcare, hospitality, food services, and financial services.

We advise clients on a wide variety of merger and acquisition matters, including:

• Strategic mergers
• Acquisitions and divestitures
• Private equity transactions
• Carve-out sales and spin-offs
• Joint ventures and strategic alliances
• Strategic asset sales
• Cross-border transactions
• Transactions involving distressed entities and debtors in bankruptcy
• Delaware alternative entities
• Small business and start-up transactions
• Regulatory compliance and approvals
• Corporate governance matters
• Management buyouts
• Post-acquisition dispute resolution
• Supply chain and vendor contract review

Morris James handles a broad range of Delaware personal injury and accident cases, including car accidents, slip-and-fall incidents, boating accidents, construction site injuries, product liability claims, and negligent security matters. We also represent clients in medical malpractice cases and mass tort litigation.

Our injury law teams work with clients through every stage of the legal process, from investigating the circumstances of an injury to negotiating settlements and preparing cases for trial when necessary. The firm seeks compensation for medical expenses, lost wages, pain and suffering, rehabilitation costs, and other damages available under Delaware law.

At Morris James, our private equity lawyershelp clients navigate the dynamic and complex landscape of PE investments with a distinctive Delaware perspective, offering comprehensive legal solutions tailored to your unique challenges and opportunities. Our practice comprises seasoned attorneys with a deep understanding of the market, dedicated to facilitating successful, compliant transactions that maximize returns for private equity funds, investors, and portfolio companies.

Each year, consumers across the United States suffer serious injuries caused by defective or unsafe products. Even with safety standards and regulations in place, dangerous products can still reach the market and place individuals and families at risk. Our product liability lawyers represent individuals who have been injured by defective products, including unsafe consumer goods, defective medical devices, dangerous medications, and faulty equipment. We work to hold manufacturers, distributors, and other responsible parties accountable for the harm their products cause.

Project finance transactions often involve complex legal, financial, and operational considerations across multiple industries and jurisdictions. Morris James advises clients on structuring, negotiating, and documenting project finance matters for developments ranging from energy and infrastructure projects to commercial and industrial ventures. Our attorneys work closely with lenders, developers, sponsors, investors, and other stakeholders to help move projects from planning through closing and ongoing operations.

By drawing on experience across commercial transactions, real estate, finance, corporate law, and related practice areas, our team provides coordinated counsel tailored to the needs of each transaction. We assist clients with financing arrangements, risk allocation, contract negotiations, regulatory considerations, and other matters that can affect the successful development and operation of a project.

Our Delaware real estate lawyers assist clients with a wide range of Delaware real estate matters and work closely with you to support your business and property goals.

We provide practical guidance throughout each stage of a transaction, from planning and financing to acquisition, development, leasing, and disposition. Our team also regularly handles matters involving multi-state real estate transactions.

Morris James represents a broad range of clients, including real estate developers and builders, publicly traded companies, banks and lending institutions, individual investors, and owner-operators of commercial, retail, office, healthcare, and industrial properties.

Delaware’s corporate, trust, partnership, and limited liability company laws offer flexibility for a broad range of securitization and structured finance transactions. Its extensive body of case law also provides guidance that can help parties evaluate legal considerations and structure transactions with greater predictability.

Law firms advising clients in securitization and structured finance matters often work with entities formed under Delaware law in connection with asset-backed transactions, special purpose entities, trust structures, and other financing arrangements designed to meet operational and transactional objectives.

Our Delaware tax lawyers advise businesses, business owners, and individuals on a wide range of tax matters involving entity formation, day-to-day operations, acquisitions, dispositions, reorganizations, and succession planning. Our firm works with clients throughout the full business lifecycle to address tax considerations that can affect both current operations and long-term objectives.

Our Delaware trusts and estates lawyers assist individuals and families with thoughtful estate planning strategies tailored to their personal, financial, and family goals. We work with clients on a wide range of matters, including wills, trusts, powers of attorney, advance healthcare directives, wealth transfer planning, and estate and trust administration.

If you were injured at work because of unsafe conditions, faulty equipment, or another party’s negligence, you may have options beyond workers’ compensation benefits. Our Delaware workers' compensation lawyers help injured workers pursue financial recovery for medical expenses, lost wages, and other damages related to workplace accidents.

Some workplace injuries involve third parties such as contractors, property owners, drivers, or equipment manufacturers. In these situations, you may be able to file a separate personal injury claim in addition to seeking workers’ compensation benefits. We work with clients to evaluate the circumstances of the accident and pursue the compensation available under the law.