In Brinckerhoff v. Enbridge Energy, C.A. No. 11314 (Del. March 20), the Delaware Supreme Court reviewed the limited partnership agreement (LPA) of a master limited partnership (MLP) in the context of a conflicted transaction. The Supreme Court’s opinion offers valuable guidance to MLPs engaging in transactions involving their general partner or other related parties.
As background, in July 2009, Enbridge Energy Partners (EEP) sold a two-thirds interest in the Alberta Clipper project, a proposed $1.2 billion pipeline project, to Enbridge Inc. Peter Brinckerhoff, a common unitholder in EEP, challenged the fairness of the transaction, but these claims were ultimately dismissed pursuant to decisions by the Delaware Court of Chancery and the Supreme Court.
