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Kessler Topaz Wins Trial Challenging Energy Transfer Equity, L.P.'s Discriminatory Issuance to Insiders

A February 2018 trial culminated from nearly two years of litigation against the governing board of master limited partnership and oil pipeline firm Energy Transfer Equity, L.P. (“ETE”), and its controller, Texas billionaire Kelcy Warren. Kessler Topaz represented two common unitholders of ETE, which had agreed to purchase The Williams Cos. in September 2015. In the wake of deteriorating oil prices, the ETE board approved in February 2016 an issuance of convertible preferred units that effectively gave holders a valuable hedge against the projected effects of substantial debt that ETE would incur in the Williams merger. The new units were approved and issued only to Warren, other board members, and others whom Warren selected as recipients, following a three-day conflict-of-interest review by a single 80-year-old director and former employee. Following a three-day trial, the Delaware Court of Chancery ruled that the new units’ issuance violated the governing ETE limited partnership agreement because the conflicts review process did not fulfill the agreement’s requirements and because the issuance was unfair to other ETE unitholders.

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