Employees Ret. Sys. of City of St. Louis v. TC Pipelines GP, Inc.Annotate this Case
This matter involved a master limited partnership (MLP) created with interested transactions involving the general partner as part of its business model. Plaintiff was a limited unitholder in an MLP, Defendant TC Pipelines, LP (TCP). Plaintiff filed this action challenging a conflicted transaction in which the parent of TCP’s general partner, TC Pipelines GP, Inc. (TCP-GP), sold a pipeline asset to TCP. Defendants filed a motion to dismiss, arguing that the sale was approved by a special committee, which created a conclusive presumption that the transaction was fair and reasonable to TCP. The Court of Chancery granted the motion, holding that, under the circumstances, the committee’s approval precluded judicial scrutiny of the substance of the transaction.