An oil and gas exploration company's board did not breach its fiduciary duties to unitholders when its conflicts committee approved a $1 billion merger with a company that already owned 46 percent of its units, the Delaware Supreme Court has ruled. The high court's opinion affirmed an August 2012 Delaware Court of Chancery ruling dismissing the lawsuit because the company's limited partnership agreement required that the board act under the subjective duty of good faith instead of common-law fiduciary duties.
The en banc court issued the 35-page opinion in Allen v. Encore Energy Partners.
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