The plaintiff in El Paso was Peter R. Brinckerhoff, a trustee of an entity that was a limited partner of El Paso Pipeline Partners, a publicly traded master limited partnership. The partnership’s general partner, El Paso Pipeline GP Co. (the general partner), was owned by El Paso Corp., a publicly traded Delaware corporation (the parent). The parent controlled the Partnership through its ownership of the general partner.
In March and October 2010, the parent sought to effect a series of transactions in which it would transfer certain assets to the partnership in return for cash and the assumption of debt (the dropdowns). Due to the alleged conflict of interest presented by the parent’s control of the partnership, the general partner formed a conflicts committee to approve each dropdown (the committees), pursuant to the partnership’s limited partnership agreement (LPA). In March and November 2010, each committee approved the dropdowns.
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