Michael C. Holmes

As co-lead trial counsel, obtained opinion permitting Energy Transfer Equity, LP to terminate merger agreement with The Williams Companies based on failure of condition precedent relating to the provision of a tax opinion; Decision affirmed by the Delaware Supreme Court on March 23, 2017 The Williams Companies, Inc. v. Energy Transfer Equity, L.P., 2016 WL 3576682 (Del. Ch. June 24, 2016)

Obtained reversal from the Delaware Supreme Court of an injunction entered by Delaware Chancery Court in lawsuit arising from a proposed transaction involving C&J Energy Services, Inc. and a subsidiary of Nabors; the Court of Chancery subsequently granted defendants’ motion to dismiss, and the Delaware Supreme Court affirmed the dismissal. C&J Energy Servs., Inc. v. City of Miami Gen. Employees’, 107 A.3d 1049 (Del. 2014), on remand, 2016 WL 4464274 (Del. Ch. Aug. 24, 2016), aff’d, 158 A.3d 885 (Del. 2017)

Obtained dismissal from Delaware Chancery Court and affirmance from the Delaware Supreme Court of claims arising from take-private transaction of publicly traded MLP by the owner of its general partner; obtained dismissal of related action in Delaware federal court. Allen v. Encore Energy Partners, L.P., 72 A.3d 93 (Del. 2013)

Secured trial judgment and attorney’s fees in favor of medical imaging center in lawsuit alleging tortious interference with prospective business relations Soterion Corp. v. Soteria Investment Holdings, Inc., et al., No. 179, (Del. 2013)

Dismissal of a variety of claims brought by company’s former employees, including, most notably, a judicial dissolution claim based on the Delaware LLC Act Brett Wiggs v. Summit Midstream Partners, LLC, C.A. No. 7801-VCN (Del. Ch. 2013)

Advised conflicts committee of El Paso Pipeline, L.P. in connection with transaction with Kinder Morgan and obtained dismissal of claims asserted against conflicts committee in connection with that transaction 

Defeated motion to enjoin proposed simplification transaction involving Inergy, L.P. and its general partner in Delaware lawsuit filed against the partnership and its directors and officers; case was settled for nominal value on eve of trial In re Inergy L.P., No. CIV. A. 5816-VCP, 2010 WL 4273197 (Del. Ch. Oct. 29, 2010)

Obtained a favorable mid-trial settlement for a private equity firm in expedited litigation concerning the sale of its interests in an MLP AIM Midstream Holdings, LLC v. High Point Infrastructure Partners, LLC, et al., C.A. No. 8803-VCP (Del. Ch. 2014)

Lead counsel for general partner of Oiltanking Partners, L.P. in connection with lawsuit arising from proposed transaction; defeated injunction efforts and obtained dismissal of claims 

Defeated injunction effort field against Hiland Partners, L.P. and its general partner in lawsuits filed in Oklahoma and Delaware arising from go-private transaction

Obtained dismissal of complaint on behalf of the publicly-traded general partner of a master limited partnership and certain of its directors in litigation challenging the US$9.0 billion transaction in which the partnership acquired the general partner 

Lead counsel for Sunoco Pipe Line, L.P. and certain of its employees in fiduciary duty litigation brought by a joint venture partner Chevron Pipe Line Company, et al. v. Sunoco Pipeline, L.P., et al., C.A. No. 8573-VCL (Del. Ch. 2014)

Obtained post-trial judgment on behalf of Huntsman Corporation that the buyer in a $10 billion merger breached its obligations to use its reasonable best efforts to secure its financing and consummate the merger with our client. Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., 965 A. 2d 715 (Del. Ch. 2008)

Obtained dismissal on behalf of Crimson Exploration, Inc., its directors and certain of its affiliates in class action lawsuit alleging private equity investor and board breached fiduciary duties by approving merger transaction with Contango Oil & Gas Co. that furthered liquidity needs of private equity investor; Also, obtained dismissals of related litigation in Texas federal and state courts In re Crimson Exploration Inc. Stockholder Litigation, 2014 WL 5449419

Obtained dismissal of lawsuit challenging a transaction between Plains All American Partners, L.P. and Plains Natural Gas Partners, L.P. 

(Tex. Dist. − Travis Cnty.) — Lead lawyer for a foreign publicly traded energy company in lawsuits filed in Delaware and Texas challenging the fairness of its $4.0 billion acquisition with another publicly traded company

Defeated shareholder challenges filed in Louisiana state and federal court to a $1.3 billion merger based on allegations of inadequate price and disclosures 

Represented Southwest Airlines in lawsuits filed in Nevada and Florida challenging the fairness of its merger with AirTran

Lead lawyer for a master limited partnership in lawsuit filed in Texas arising from approximate $2 billion asset drop down and obtained pre-trial summary judgment 

Lead lawyer for a committee of independent directors of Restoration Hardware in lawsuits filed in Delaware and California challenging the fairness of a go-private