Cases
El Paso Pipeline Partners, L.P. v. El Paso Corporation, El Paso Pipeline GP Company, L.L.C. et al.
Corporate Governance / Derivative
Overview
Overview
- Date:
- 4/20/2015
- Company Name:
- El Paso Corporation, El Paso Pipeline GP Company, L.L.
- Status:
- Closed/Complete
- Court:
- Court of Chancery of the State of Delaware
Delaware Court of Chancery. Bragar Eagel & Squire, P.C. is prosecuting claims on behalf of a public Master Limited Partnership against its general partner and its sponsor, El Paso Corporation (now merged into Kinder Morgan, Inc.). After trial, the Court found that the general partner breached the partnership agreement by engaging in the transaction because the members of the Special Committee recommended approval of the transaction in bad faith. The Court found that defendants' actions damaged the Partnership in the amount of $171 million. On February 4, 2016, the Court of Chancery entered judgment against El Paso Pipeline GP Company, L.L.C. in the amount of $102,206, 000. The judgment was subsequently reversed by the Delaware Supreme Court, which found that plaintiff lacked standing to pursue the derivative action.
Case Updates
$171 million post-trial victory before the Delaware Court of Chancery
Bragar Eagel & Squire, P.C. announce $171 million post-trial victory before the Delaware Court of Chancery. In 2012, Bragar Eagel & Squire, P.C. commenced two actions on behalf of El Paso Pipeline Partners, L.P., a public Master Limited Partnership, against El Paso Corporation, its wholly-owned subsidiary El Paso Pipeline GP Company, L.L.C. and other defendants. The actions alleged that two “drop down” transactions were done in violation of the limited partnership agreement by causing the partnership to overpay for the assets. After trial in the second action, the Court found that the Special Committee disregarded their known duty to determine whether the transaction was in the best interests of the partnership, and did not act in good faith when they recommended approval of the transaction. The Court found that the general partner breached the partnership agreement by engaging in the transaction. The Court found that defendants’ actions damaged the Partnership in the amount of $171 million. (On December 20, 2016, the Delaware Supreme Court issued an Opinion finding that plaintiffs claims should be dismissed for lack of standing.)