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Employees Retirement System of the City of St. Louis v. TC Pipelines GP, Inc., et al.

2016 WL 2859790 (2016)

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Employees Retirement System of the City of St. Louis v. TC Pipelines GP, Inc., et al.

Delaware Court of Chancery

2016 WL 2859790 (2016)

Facts

TC Pipelines, LP (TCP) was a master limited partnership in the energy-infrastructure business. TC Pipelines GP, Inc. (TCP-GP) (defendant) was TCP’s general partner. Employees Retirement System of the City of St. Louis (ERS) (plaintiff) was a unitholder in TCP. TCP-GP sold a pipeline asset to TCP. Because the sale was a conflicted transaction, TCP-GP needed special approval of the conflicts committee as required by TCP’s partnership agreement. Under the partnership agreement, if the conflicts committee approved a transaction, then the transaction was deemed conclusively fair and reasonable. The conflicts committee approved the pipeline-asset sale as fair and reasonable to TCP. ERS believed the transaction to be unfair and filed suit against TCP-GP for breach of the partnership agreement, among other claims. TCP-GP moved to dismiss ERS’s complaint before the Delaware Court of Chancery.

Rule of Law

Issue

Holding and Reasoning (Glasscock, J.)

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