Blackmore Partners, L.P. v. Link Energy LLC
Delaware Chancery Court
2005 WL 2709639 (2005)
- Written by Eric Miller, JD
Facts
EOTT Energy Partners, L.P. (EOTT) filed for Chapter 11 bankruptcy and emerged from reorganization as Link Energy LLC (Link) (defendant). As part of the reorganization plan, Link issued $104 million in unsecured 9 percent notes (the notes) to pay holders of $235 million in 11 percent senior notes. The 11 percent senior noteholders also received 95 percent of new common units (i.e., stock), of which only 3 percent went to former holders of EOTT common units. Link struggled financially and accepted an acquisition offer from Plains All American Pipeline, L.P. (Plains) for $290 million. The Link board of directors (defendants) discussed and publicly announced their belief that the transaction was unlikely to provide any distribution to unit holders. Nevertheless, the board concluded that accepting Plains’s offer was in the best interests of Link as a whole. One of the unit holders, Blackmore Partners, L.P. (Blackmore), brought suit in the Delaware Chancery Court, asserting that Link and its directors had breached a fiduciary duty to the unit holders. An expert witness established that Link was insolvent at the time of the Plains transaction—a fact on which all parties agreed. Link and the directors moved for summary judgment.
Rule of Law
Issue
Holding and Reasoning (Lamb, J.)
What to do next…
Here's why 810,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.