The Williams Companies, Inc. v. Energy Transfer Equity, L.P.

VAUGHN, Justice,

for the Majority:

I. INTRODUCTION

This appeal arises from a merger agreement under which Energy Transfer Equity, L.P. (“ETE”), a Delaware limited partnership, agreed to acquire the assets of The Williams Companies, Inc., (“Williams”), a Delaware corporation. Both Williams and ETE are involved in the gas pipeline business; The Agreement and Plan of Merger (the “Merger Agreement” or “the Agreement”) signed by Williams and ETE contemplated two steps. In the first step, Williams would merge into a new entity, Energy Transfer Corp LP (“ETC”), a Delaware limited partnership taxable as…