The Williams Companies, Inc., Plaintiff Below-Appellant v. Energy Transfer Equity, L.p., Defendants…

Summary

The Supreme Court affirmed the Court of Chancery's judgment for ETE, holding that the merger agreement imposed affirmative obligations on ETE to take reasonable steps toward obtaining the required tax opinion and consummating the transaction, and that any breach would shift the causation burden to ETE. The court nevertheless affirmed because the undisputed finding that the tax counsel independently and in good faith declined to issue the opinion established that ETE's conduct did not materially contribute to the condition's failure, and because ETE was not equitably estopped from terminating the agreement. Chief Justice Strine, dissenting, would have remanded for a new trial applying the proper covenant-breach and causation framework.