Vinson & Elkins Obtains Complete Victory in $1.6B Entire Fairness Suit

Following a six-day trial, 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.

Going into trial, the plaintiff had obtained a partial summary judgment that Regency’s conflicts committee and unitholder approval were invalid, necessitating that the trial team establish that the transaction was fair to Regency. Chancellor Bouchard found that the case put on by the V&E team met the “burden to demonstrate that the merger was fair and reasonable to the partnership,” while also refuting the plaintiff’s damages model. The opinion cited that the “apples-to-oranges analysis” by the plaintiff’s valuation expert was “unreliable.”

Led by partner Michael Holmes, the V&E 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.