Mesirov v. Enbridge Energy Co., Inc.

Bragar Eagel & Squire, P.C., represented a limited partner of the master limited partnership Enbridge Energy Partners, L.P., in a derivative action against the general partner and other defendants arising out of a 2015 repurchase by the Partnership of a 66.6% interest in the U.S. segment of the Albert Clipper pipeline, which the Partnership had previously sold to its general partner for $800 million.   Plaintiff alleged that defendants breached specific provisions of the limited partnership agreement by creating a “Special Tax Allocation” which re-allocated to the Public Unitholders millions of dollars of Partnership income that should have been allocated to shares held by the general partner.  In addition, the complaint alleges that the repurchase of the interest in the pipeline was not on terms that were fair and reasonable to the Partnership.  In March 2017, we secured an opinion from the Delaware Supreme Court reversing the Court of Chancery's dismissal of the complaint.  The matter was dismissed after the Partnership was acquired by its parent in a "roll up" transaction.  However, in the negotiations of the acquisition, the Partnership's Special Committee valued the claims at $111.2 million.