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Business Organizations Keyed to Allen
Dieckman v. Regency GP LP
Citation:
155 A.3d 358 (Del. 2017).Facts
Regency and Sunoco were partnerships managed by the General Partner. Regency and Sunoco had different investors and held different assets. The General Partner decided to merge Regency into Sunoco. Pursuant to the Master Limited Partnership Agreement, such a transaction could be completed through the use of two conflict resolution safe harbors: (1) with special approval by an independent Conflicts Committee or (2) with unaffiliated unitholder approval. These safe harbors immunized the transaction from judicial review and the General Partner opted to utilize both.
Pursuant to the terms of the Agreement, Sunoco and General Partner were considered affiliates of Regency and their members were not eligible to serve on the Conflicts Committee. Despite this, Brannon (a Sunoco director who temporarily resigned from the Sunoco board) and Bryant (who was appointed to Sunoco board after the merger closed) were appointed to serve as the only two members of the Conflicts Committee. Furthermore, the Agreement required only minimal disclosures when a merger transaction was considered by the unitholders. However, the General Partner went beyond this requirement and provided a 165-page proxy statement with the findings from the Conflicts Committee. Thereafter, a majority of the Regency unitholders approved the merger.
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