Archive: March 21, 2017

Chancery Court Reaffirms Liberal Interpretation of Mandatory Indemnification Statute, Grants Summary Judgment in Favor of Former CFO

By:  Megan Wotherspoon and Tami Mack

In Horne v. OptimisCorp, C.A. No. 12268-VCS (Del. Ch. March 3, 2017) the Chancery Court granted plaintiff William Horne’s motion for summary judgment, holding that his demand for indemnification of fees and costs he incurred in connection with the successful defense of a case brought by defendant OptimisCorp against him and others were reasonable on their face.   The Court granted summary judgment in favor of a plaintiff, awarding in excess of $1 million in litigation fees and expenses incurred in the underlying action and in connection with the prosecution of the indemnification action, and interest on such amounts.

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Court of Chancery Denies Cross-Motions for Partial Summary Judgment Pending Further Factual Development in Delaware Master Limited Partnership Unitholder Litigation

By: Scott E. Waxman and James R. Parks

Vice Chancellor Glasscock, by memorandum opinion dated February 28, 2017, dismissed cross-motions for partial summary judgment in a dispute over the issuance of partnership units of Energy Transfer Equity, L.P., a Delaware master limited partnership (“ETE”). The challenged issuance (the “Issuance”) arose out of a contemplated, but never consummated, merger between ETE and The Williams Companies, Inc. (“Williams”), and was designed, according to the defendants, as a tool to improve ETE’s ability to enter into the merger by deferring some of ETE’s obligations to make distributions to its unitholders. The Issuance was intended to accomplish this by having certain unitholders give up their common units, which were entitled to quarterly distributions from ETE, in exchange for convertible units, which received distributions on a different schedule. Not all unitholders, however, were afforded the opportunity to participate in the Issuance and not all of the unitholders given the opportunity to participate chose to do so.

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