In re Kinder Morgan, Inc. Corporate Reorganization Litigation: Court of Chancery Upholds MLP Reorganization Transactions

In In re Kinder Morgan, Inc. Corporate Reorganization Litigation, C.A. No. 10093-VCL (Del. Ch. Aug. 20, 2015), the Court of Chancery once again demonstrated that it will enforce the contractual modification of fiduciary duties in partnership agreements when reviewing master limited partnership transactions. The case involved a corporate reorganization in which Kinder Morgan, Inc. (Parent) would emerge as the only publicly traded entity and two previously publicly traded entities controlled by Parent (Kinder Morgan Energy Partners, L.P. (the Partnership”) and Kinder Morgan Management, LLC (GP Delegate) would become wholly owned indirect subsidiaries of Parent. Both of these acquisitions were approved by conflicts committees at the Partnership and GP Delegate, respectively. Plaintiffs alleged that these committees did not act in good faith. Defendants moved to dismiss the complaint.