Williams Prevails in Busted Merger Fee Battle

Morris Nichols, together with litigation counsel Cravath, represented The Williams Companies in a protracted seven-year post-merger-agreement litigation concerning the termination fees triggered as a result of the termination of a proposed merger between The Williams Cos. and Energy Transfer Equity LP.

In 2017, the trial court granted Williams’ motion to dismiss ETE’s claim to a $1.48 billion termination fee from Williams, and in spring 2021, the court tried Williams’ claim to a termination fee.  The trial court’s post-trial opinions issued in late 2021 and 2022 awarded Williams a $410 million breakup fee and attorneys’ fees of $85 million.

ETE appealed the decision to the Delaware Supreme Court. On October 10, 2023, the Delaware Supreme Court fully upheld Williams victory, affirming both the dismissal of ETE’s claim for termination fees and the award to Williams of $495 of termination and attorneys’ fees. In a 58-page opinion, Justice Griffiths wrote, “We find no error with the Court of Chancery’s well-reasoned opinions.” After “a long-running legal saga” involving “the better part of a decade,” the “litigation between the parties over their failed merger has now come to an end,” he added.