The core of our practice remains prosecuting securities class actions and derivative cases on behalf of shareholders and consumers.  We have an active practice before the Delaware Court of Chancery and have achieved success before the Delaware Supreme Court litigating matters involving stockholder rights and the rights of master limited partnerships.  Our recent victory before the Delaware Supreme Court in the Enbridge matter, discussed below, strengthens the rights of limited partners in public partnerships.

Significant victories include:

Brinckerhoff v. Enbridge Energy Company, Inc., Delaware Court of Chancery.  Prosecuted class and derivative claims against  on behalf of master limited partnership Enbridge Energy Partners, L.P. (“EEP”), and its unitholders against EEP’s general partner, Enbridge Energy Company, Inc. (“EECI”), and affiliates.  The claims arose out of a 2015 drop-down transaction by which EEP repurchased certain pipeline assets from EECI.  We obtained a favorable opinion from the Delaware Supreme Court reversing the trial court’s dismissal of the complaint.  In merger negotiations between EEP and its parent, Enbridge Inc., a special committee of directors valued the claim at $111.2 million.

In re Activision Blizzard, Inc. Stockholders Litigation, Delaware Court of Chancery. Derivative settlement on eve of trial of $275 million, by far the largest monetary settlement in the history of the Court of Chancery and the largest cash derivative settlement in the country. In addition, settlement provided significant corporate governance benefits to class.

Gerber v. Enterprise Products Holdings LLC,  Delaware Court of Chancery. We served as lead counsel for derivative and class claims arising out of a variety of master limited partnership transactions, alleging that the general partner’s approvals of the transactions were done in bad faith and in breach of the implied covenant of good faith and fair dealing. One action was settled by defendants agreeing to a merger that increased the value of the limited partnership units by approximately $400 million. In another action, after the trial court dismissed the complaint, we prevailed before the Delaware Supreme Court to reinstate the claims for breach of implied covenant. The matters settled for $12.4 million for the Master Limited Partnership unitholders. Reported decision at 67 A.3d 400 (2012).

In re El Paso Pipeline Partners, L.P. Derivative Litigation, Delaware Court of Chancery. We are prosecuting claims on behalf of a El Paso Pipeline Partners, L.P., a public Master Limited Partnership, against its general partner and its sponsor, El Paso Corporation (now merged into Kinder Morgan, Inc.).  The claims arise out of the 2010 “drop down” of certain pipeline assets from the general partner to the partnership.  After trial, the Court found that the Special Committee which recommended approval of the transaction did not believe that the transaction was in the best interests of the partnership and, therefore, that the general partner breached the partnership agreement by engaging in the transaction. The Court found that the Partnership was damaged in the amount of $171 million.  (Case dismissed on appeal due to lack of standing.)

Brinkerhoff v. Texas Eastern Products Pipeline Company, LLC., Delaware Court of Chancery.  Reported decision at 986 A.2d 370 (2010).  We brought claims on behalf of TEPPCO’s common unitholders claiming that in transactions orchestrated by TEPPCO’s general partner, TEPPCO had been shortchanged by hundreds of millions of dollars. The action was resolved by a merger which benefit ted TEPPCO’s unitholders by more than $400 million.

Bragar Eagel & Squire, P.C.


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