Baggett, Jackson, and White are independent directors and comprised the Encore Board's Conflicts Committee. White served on Encore GP's Board of Directors (the Encore Board) at all relevant times. Allen represents a class consisting of Encore's similarly situated unaffiliated common unitholders.Įncore's general partner is Encore Energy Partners GP LLC (Encore GP), a Delaware limited liability company. Plaintiff William Allen held Encore common units from Encore's announcement of the Merger offer until the Merger closed. The Second Amended and Restated Agreement of Limited Partnership (the LPA) created Encore's governance structure. 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. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.William ALLEN, Plaintiff Below Appellant, v. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions adverse industry events future legislative and regulatory developments inability to access additional capital the ability of enCore to implement its business strategies and other risks. Forward-looking statements in this news release include, but are not limited to, statements relating to the intended use of the net proceeds of the Offering and the completion of any capital project or property acquisitions. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. 1 Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDAR as well as company websites at NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.ĬAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws.
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