![]() ![]() Before the Merger, Encore was a publicly traded Delaware limited partnership that acquired, developed, and exploited onshore oil and natural gas fields in the United States. This dispute stems from the unit-for-unit exchange (the Merger) by which Vanguard Natural Resources, LLC (Vanguard) acquired the outstanding limited partnership units of Encore Energy Partners LP (Encore or the Partnership). We conclude that the plaintiff's allegations that the independent directors failed to negotiate effectively do not permit a reasonable inference that the independent directors breached their duty to act with subjective good faith, and therefore we AFFIRM the Court of Chancery's dismissal of the complaint. The limited partnership agreement replaces common law fiduciary duties with a contractually adopted fiduciary duty of subjective good faith and deems this contractual duty to be satisfied if a committee of independent directors grants “Special Approval” to a transaction, so long as the independent directors themselves act with subjective good faith. The plaintiff limited partner's complaint alleges that the general partner, its controller, and its directors took actions during and preceding the merger negotiations that breached the contractual duties the limited partnership agreement imposed. This is an appeal from the Court of Chancery's dismissal of a class action complaint challenging the merger of a limited partnership with its general partner's controller. Clifford Gunter III and Jonathan Sandlin, Bracewell & Giuliani LLP, Houston, Texas for appellees. Oran, Jr., Vinson & Elkins LLP, Houston, Texas J. Brandon, Vinson & Elkins LLP, Dallas, Texas Ronald L. A., Wilmington, Delaware for appellees, David Baggett, John E. Bradley, Young Conaway Stargatt & Taylor LLP, Wilmington, Delaware for appellees Vanguard Natural Resources, LLC, Encore Energy Partners LP, Encore Energy Partners GP LLC, Scott W. Wohl (argued), Wohl & Fruchter LLP, New York, New York for appellant. Keener, Rosenthal, Monhait & Goddess, P.A, Wilmington, Delaware. Decided: July 22, 2013īefore STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices constituting the Court en Banc.Ĭarmella P. White, and Vanguard Natural Resoruces LLC, Defendants Below Appellees. ENCORE ENERGY PARTNERS, L.P., Encore Energy Partners GP LLC, Scott W. I understand that the HCA data provided by PHMSA and displayed in PIMMA is for informational purposes only and the data needs to be verified with the organizations which produce the data.William ALLEN, Plaintiff Below Appellant, v. ![]() I agree to not share my username and password with other individuals, with the exception of consultants who are working on my behalf and with whom I have a confidentiality agreement in place.I agree to refer requests for PIMMA access to the Pipeline and Hazardous Materials Safety Administration.I agree to not redistribute information or maps derived from PIMMA.I agree that it will be treated as DOT proprietary information.I understand that the Pipeline and Hazardous Materials Safety Administration's Pipeline Information Management Mapping Application (PIMMA) contains sensitive information.To access PIMMA, you must agree to the following: The Pipeline and Hazardous Materials Safety Administration monitors user activity and reserves the right to remove individual access rights. Otherwise, if another person expresses interest in using PIMMA, please have them contact the Pipeline and Hazardous Materials Safety Administration directly to obtain access. However, if you have a consultant/subcontractor working on your behalf, you may opt to share your PIMMA account with your consultant provided you have a confidentially agreement with the consultant in place that states that the login will only be used for the purposes of the project and will not be redistributed. Your username and password should not be shared with other persons either within or outside of your organization. ![]() PIMMA is intended to be used solely by the person who is given access by the Pipeline and Hazardous Materials Safety Administration. The application contains sensitive pipeline critical infrastructure information. ![]() The Pipeline and Hazardous Materials Safety Administration has developed the Pipeline Information Management Mapping Application (PIMMA) for use by pipeline operators and federal, tribal, state, and local government officials. ![]()
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