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Business Organizations Keyed to Allen
Dieckman v. Regency GP LP
Citation:155 A.3d 358 (Del. 2017).
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- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
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.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.