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Business Organizations Keyed to Cox
Brinckerhoff v. Enbridge Energy Co.
Citation:
159 A.3d 242 (2017)Facts
The plaintiffs, Peter Brinckerhoff and his trust, are long-term investors in Enbridge Energy Partners, L.P. (EEP). In 2014, Enbridge, Inc. the ultimate parent entity that controlled EEP’s general partner, EEP GP proposed that EEP repurchase Enbridge’s interest in the Alberta Clipper project. As part of the transaction, EEP would issue to Enbridge $694 million of a new class of EEP partnership securities designated Class E units, repay $306 million in outstanding loans made by EEP GP to EEP, and amend the LPA to effect a special tax allocation whereby the public investors would be allocated items of gross income that would otherwise be allocated to EEP GP. According to Brinckerhoff, the special tax allocation unfairly benefited Enbridge by reducing its tax obligations while increasing the taxes of the public investors.
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Topic Resources
Topic Outline
PartnershipTopic Refresher Course
Breach: Major and MinorTopic Charts & Notes
Parties Chart