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Corporations Keyed to Rhee
Dieckman v. Regency General Partner LP
Citation:
155 A.3d 358 (Del. 2017)Facts
The plaintiff is a limited partner/unitholder in the publicly-traded master limited partnership. The general partner proposed that the partnership be acquired through merger with another limited partnership in the MLP family. Because conflicts of interest often arise in MLP transaction, the general partner sought refuse in two of the safe harbor conflict resolution provisions of the partnership agreement. Special Approval means that a Conflicts Committee composed of members independent of the sponsor reviewed the transaction and made recommendation to the partnership board. Unaffiliated Unitholder Approval requires a majority of unitholders unaffiliated with the general partner approve the transaction. Plaintiff alleged that the general partner failed to satisfy the Special Approval and the Unaffiliated Unitholder Approval safe harbors.
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