The Supreme Court of the State of Delaware Affirms Complete Victory in $1.6B Entire Fairness Suit

The Vinson & Elkins team faced an uphill battle going into trial at the end of 2019, as the plaintiff had already obtained a partial summary judgment that the process used by the general partner of Regency Energy Partners, LP to approve a January 2015 merger between Regency and Energy Transfer Partners, LP was defective under terms of the Regency’s partnership agreement. As a result, the team had to meet Delaware’s highest level of scrutiny, which was to prove that the transaction was entirely fair to Regency.

Following a six-day trial in February 2021, Delaware Chancery Court Chancellor Andre G. Bouchard issued a lengthy opinion rejecting plaintiff’s $1.6 billion damages claims based on allegations that defendants breached Regency’s partnership agreement by employing an unfair and invalid process and forcing Regency to enter into the merger with ETP.

With the Supreme Court’s affirmance, a dispute that began more than five years ago can finally come to a close.

Led by partner Michael Holmes, the Vinson & Elkins team consisted of partners Craig Zieminski and John Wander, and associates Jeff Crough, Meredith Jeanes, Virginia DeBeer, Lindsey Pryor, Tom Mitsch and Will Stripling, along with Delaware counsel Rolin Bissell, Tammy Mercer and James Yoch from the Young Conaway firm.