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Michael C. Holmes

Michael C. Holmes Partner, Shareholder Litigation & Enforcement

Michael is co-head of the firm's shareholder litigation & enforcement group. His practice includes mergers & acquisitions, securities litigation, corporate governance, directors and officer representation, and commercial disputes. Michael has appeared as lead counsel in several jurisdictions, and has significant expertise in handling Delaware corporate and partnership litigation matters. Most recently, Michael was lead trial counsel for Energy Transfer Equity, L.P. in connection with a lawsuit adverse to The Williams Companies to enforce rights under the parties’ merger agreement. Following expedited discovery and an expedited trial, The Delaware Court of Chancery entered an opinion and order permitting his client to terminate the merger agreement. This decision was affirmed by the Delaware Supreme Court. Michael has also handled a variety of corporate investigations, including internal investigations and investigations initiated by the Securities and Exchange Commission.

Experience Highlights

M&A, Corporate Governance and D&O

  • Obtained opinion permitting Energy Transfer Equity, LP to terminate merger agreement with The Williams Companies based on failure of condition precedent relating to the provision of a tax opinion; Decision affirmed by the Delaware Supreme Court on March 23, 2017 The Williams Companies, Inc. v. Energy Transfer Equity, L.P., 2016 WL 3576682 (Del. Ch. June 24, 2016)
  • Obtained reversal from the Delaware Supreme Court of an injunction entered by Delaware Chancery Court in lawsuit arising from a proposed transaction involving C&J Energy Services, Inc. and a subsidiary of Nabors; Decision affirmed by the Delaware Supreme Court on March 23, 2017 C&J Energy Servs., Inc. v. City of Miami Gen. Employees', 107 A.3d 1049 (Del. 2014); Subsequently, obtained dismissal of post-closing damages claims and an award of fees and expenses relating to the injunction 2016 WL 4464274 (Del. Ch. Aug. 24, 2016)
  • Obtained dismissal in Delaware Chancery Court against claims that MLP, its general partner and the general partner’s directors breached duties under partnership agreement in connection with merger between Regency Gas Partners, L.P. and Energy Transfer Partners, L.P. Dieckman v. Regency GP LP, 2016 WL 1223348 (Del. Ch. Mar. 29, 2016)
  • Obtained dismissal from Delaware Chancery Court and affirmance from the Delaware Supreme Court of claims arising from take-private transaction of publicly-traded MLP by the owner of its general partner; obtained dismissal of related action in Delaware federal court Hysong v. Encore Energy Partners LP, 2011 WL 5509100 (D. Del. Nov. 10, 2011); Allen v. Encore Energy Partners, L.P., 72 A.3d 93 (Del. 2013)
  • Secured trial judgment and attorney’s fees in favor of medical imaging center in lawsuit alleging tortious interference with prospective business relations Soterion Corp. v. Soteria Investment Holdings, Inc., et al., No. 179, (Del. 2013)
  • Dismissal of a variety of claims brought by company’s former employees, including, most notably, a judicial dissolution claim based on the Delaware LLC Act Brett Wiggs v. Summit Midstream Partners, LLC, C.A. No. 7801-VCN (Del. Ch. 2013)
  • Advised conflicts committee of El Paso Pipeline, L.P. in connection with transaction with Kinder Morgan and obtained dismissal of claims asserted against conflicts committee in connection with that transaction 
  • Defeated motion to enjoin proposed simplification transaction involving Inergy, L.P. and its general partner in Delaware lawsuit filed against the partnership and its directors and officers; case was settled for nominal value on eve of trial In re Inergy L.P., No. CIV. A. 5816-VCP, 2010 WL 4273197 (Del. Ch. Oct. 29, 2010)
  • Obtained a favorable mid-trial settlement for a private equity firm in expedited litigation concerning the sale of its interests in a MLP AIM Midstream Holdings, LLC v. High Point Infrastructure Partners, LLC, et al., C.A. No. 8803-VCP (Del. Ch. 2014)
  • Lead counsel for general partner of Oiltanking Partners, L.P. in connection with lawsuit arising from proposed transaction; defeated injunction efforts and obtained dismissal of claims 
  • Defeated injunction effort field against Hiland Partners, L.P. and its general partner in lawsuits filed in Oklahoma and Delaware arising from go-private transaction
  • Obtained dismissal of complaint on behalf of the publicly-traded general partner of a master limited partnership and certain of its directors in litigation challenging the US$9.0 billion transaction in which the partnership acquired the general partner 
  • Lead counsel for Sunoco Pipe Line, L.P. and certain of its employees in fiduciary duty litigation brought by a joint venture partner Chevron Pipe Line Company, et al. v. Sunoco Pipeline, L.P., et al., C.A. No. 8573-VCL (Del. Ch. 2014)
  • Obtained judgment on behalf of Huntsman Corporation that the buyer in a $10 billion merger breached its obligations to use its reasonable best efforts to secure its financing and consummate the merger with our client Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., __ A.2d, ___, 2008 WL 5704768 (Del. Ch. 2008)
  • Obtained dismissal on behalf of Crimson Exploration, Inc., its directors and certain of its affiliates in class action lawsuit alleging private equity investor and board breached fiduciary duties by approving merger transaction with Contango Oil & Gas Co. that furthered liquidity needs of private equity investor; Also, obtained dismissals of related litigation in Texas federal and state courts In re Crimson Exploration Inc. Stockholder Litigation, 2014 WL 5449419
  • Obtained dismissal of lawsuit challenging a transaction between Plains All American Partners, L.P. and Plains Natural Gas Partners, L.P. 
  • (Tex. Dist. − Travis Cnty.) — Lead lawyer for a foreign publicly traded energy company in lawsuits filed in Delaware and Texas challenging the fairness of its $4.0 billion acquisition with another publicly traded company
  • Defeated shareholder challenges filed in Louisiana state and federal court to a $1.3 billion merger based on allegations of inadequate price and disclosures 
  • Represented Southwest Airlines in lawsuits filed in Nevada and Florida challenging the fairness of its merger with AirTran
  • Lead lawyer for a master limited partnership in lawsuit filed in Texas arising from approximate $2 billion asset drop down and obtained pre-trial summary judgment 
  • Lead lawyer for a committee of independent directors of Restoration Hardware in lawsuits filed in Delaware and California challenging the fairness of a go-private 

Securities Litigation & Enforcement Cases

  • Lead lawyer for consumer retail company in section 10b-5 lawsuit filed in the Southern District of Texas and in related derivative actions 
  • Lead lawyer for global construction company in section 10b-5 lawsuit filed in Southern District of Texas and in related Delaware derivative actions arising from financial restatement 
  • Lead lawyer for multi-national payday lending company in securities fraud lawsuits filed in the Southern District of New York and in the Western District of Texas and in related derivative actions 
  • Lead lawyer for publicly-traded partnership in derivative actions and securities fraud lawsuit filed in the Southern District of Texas alleging section 10b-5 and section 11 claims arising from a pipeline spill; this matter was dismissed with leave to amend
  • Lead lawyer for energy partnership in lawsuit filed in the Southern District of New York alleging claims under sections 10b-5 and 11 arising from partnership’s subsequent bankruptcy; obtained motion to dismiss 
  • Lead lawyer for energy services partnership in lawsuit filed in the Southern District of New York alleging section 10b-5 and section 11 claims following partnership’s IPO; the motion to dismiss was granted in part and the case successfully settled on behalf of the client
  • Lead lawyer for energy partnership in lawsuit filed in the Southern District of New York alleging that the partnership breached the terms of its senior indenture 
  • Obtained dismissal with prejudice of a securities fraud class action and shareholder derivative claims against the largest domestic electrical subcontractor 
  • Obtained dismissal with prejudice of 10b-5 claims against software company


Contact Details

Dallas

T +1.214.220.7814
F +1.214.999.7814
mholmes@velaw.com
Trammell Crow Center
2001 Ross Avenue
Suite 3900
Dallas, TX 75201
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Michael's Practices

  • The University of Texas, B.A. 1994, J.D. with honors, 1997 (Editor, The Review of Litigation)
  • Judicial intern to The Honorable Jerry Buchmeyer, U.S. District Court for the Northern District of Texas, 1995
  • Judicial intern to The Honorable Priscilla R. Owen, Texas Supreme Court, 1996
  • Admitted to practice: Texas
  • Chambers USA, Litigation: Securities (Texas), 2014−2018
  • Legal 500 U.S., Dispute Resolution: General Commercial Disputes, 2017; Securities: Shareholder Litigation, 2013−2015; M&A Litigation - Defense, 2013−2018;  Energy: Litigation, 2013; Securities Litigation: Defense, 2016−2018
  • Law360 Energy MVP, 2016 
  • Selected to the Texas Super Lawyers list, Super Lawyers (Thomson Reuters), 2012–2017
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2004–2011
  • Member: American Bar Association, Antitrust, Litigation, and International Law Sections; State Bar of Texas; Houston Bar Association; Houston Young Lawyers Association
  • Committee Member: Civil Practice and Procedure Committee of the American Bar Association Section of Antitrust Law