Canada's TC Energy erases $199 million damages loss in Delaware appeal over Columbia takeover
June 17 (Reuters) - Delaware's highest court on Tuesday threw out a judge's order requiring Canadian pipeline operator TC Energy (TRP.TO), opens new tab to pay $199.2 million of damages stemming from its $13 billion purchase of Columbia Pipeline Group in 2016.
The case was brought by Columbia shareholders who wanted TC Energy held liable for cutting the takeover price to $25.50 per share from $26, enabling former Columbia Chief Executive Robert Skaggs and Chief Financial Officer Stephen Smith to collect large change-of-control payments known as golden parachutes.
In May 2024, Vice Chancellor Travis Laster of the Delaware Chancery Court awarded the Columbia shareholders 50 cents per share, equal to $199.2 million.
But the Delaware Supreme Court cited its December 2024 ruling in another case that acquirers such as TC Energy could be liable for assisting a seller's breach of fiduciary duty only if they knew about the breach and that their own conduct was wrong.
"For understandable reasons, that standard was not applied here," and despite a "mountainous trial record" the standard was not met, Justice Gary Traynor wrote in a 100-page decision for a unanimous five-judge panel.
"The Court of Chancery did not find that TransCanada had actual knowledge of Skaggs's and Smith's breach of duty of loyalty or that the Columbia board was failing to maintain meaningful oversight of the sale process," Traynor wrote.
"Lacking actual knowledge of the sell-side breaches, TransCanada could not have knowingly participated in them."
Lawyers for the Columbia shareholders did not immediately respond to requests for comment after business hours. TC Energy and its lawyers did not immediately respond to similar requests.
Skaggs and Smith agreed before trial to pay $79 million to settle with Columbia shareholders.
The case is In re Columbia Pipeline Group Inc Merger Litigation, Delaware Supreme Court, No. 281, 2024.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Daily Mail
an hour ago
- Daily Mail
EXCLUSIVE Female tycoon is private jet-crazed power lesbian who mocked male employee for being old, say ex-colleagues
A Lamborghini-racing, private jet-loving executive has been accused of plundering her company's coffers in a trio of explosive lawsuits from former associates. Jessica Mah, founder of venture capital firm Mahway Management, stole millions from the company to fund a lavish lifestyle including gifts for her co-founder, Andrea Barrica, with whom she is accused of having a lesbian affair, legal filings claim. She also stands accused of lobbing ageist insults to a subordinate, according to one of the lawsuits. Mah denies all the claims against her, with her representatives telling Daily Mail the attempted legal takedown is retaliation for a sexual assault lawsuit she filed against one of the plaintiffs, her investor Justin Caldbeck. Caldbeck, who is the CEO of D Global Ventures, previously admitted sexual misconduct towards six women in his professional orbit after being exposed in the early stages of the #MeToo movement. Tensions flared between him and Mah over the size of his return on his investment, which he believed was less than he had been promised. Mah began the legal frenzy by suing Caldbeck on May 14, accusing him of threatening to 'destroy' and 'bankrupt' her if she did not pay him the profits he believes he was rightly owed. Caldbeck denies the allegations and countersued hours later, claiming Mah 'seduced investors with misleading and often contradictory representations in quarterly investor reports'. Luxe-loving tycoon Mah was also accused in a separate lawsuit of lavishing gifts and perks on her alleged lover Barrica at the company's expense. Both women have denied any romance. 'Mah is a charlatan living on investors' funds intended for Mahway's portfolio of start-up companies, the majority of which are only "unicorns" in the sense that they are also imaginary,' Caldbeck claims in his lawsuit. In business, a 'unicorn' is a private start-up valued at $1 billion. Mah has bragged about being a 'unicorn breeder.' Caldbeck claims in his suit that Mah, an alum of the Forbes 30 under 30 club, 'misappropriated' money from investors to pay for private chefs, a $1 million private jet, her $16,500-a-month home, luxury cars and vacations to destinations such as Park City, Utah, and Burning Man. 'As of February 2025, Mah had taken millions in fees, even though Mahway's portfolio company investments were underperforming. Those fees were millions of dollars more than Mah was entitled to under the relevant agreements,' Caldbeck's suit states. Mah's Instagram page is chocked full of images of her exotic escapes, ritzy dinners and sports car-racing endeavors. Caldbeck's claims were echoed in suits brought by two of Mah's former employees — ex-President Walter Delph and former chief financial officer William Mulholland — who sued the young executive for alleged wrongful termination and whistleblower retaliation. Delph claims in his filing that Mah showered her alleged lover Barrica with benefits and gifts offered to no one else at the company, including paying 'hundreds of thousands of dollars on Barrica's personal vacations'. Mah, 'would rub Barrica's upper inner thighs' during company meetings, according to the filing, which also accused Mah of sexual harassment. Delph claimed in his filings that she forced him and other staffers to work from her West Hollywood home where they allegedly saw Mah's sexual partners 'in various stages of undress'. The suit claims Mah bragged about her sexual encounters with other employees, who allegedly had to 'witness their sexual conduct and activities'. He additionally accused Mah of age discrimination, claiming she'd frequently call him an 'old man' and ridicule his opinions in front of other employees. Delph and Mulholland claim in their complaints that they were wrongly fired after raising concerns Mah was misleading investors. Mah denied the allegations and hit back in a suit against Delph on May 15, accusing him of conspiring with Caldbeck and Mulholland to defame her. 'As alleged in the complaints, Mulholland and Delph joined Mr. Caldbeck's attempted 'shake down' in the hopes of making a quick buck themselves. Their claims have no basis in reality,' Mah's lawyers told Daily Mail. All three men are represented by Caldbeck's longtime lawyer, Ivo Labar. They all claim their suits were filed independently from one another. However it is not the first time such allegations have been leveled at Mah. She and her business partner on a previous venture were accused of misappropriating $1.9 million for personal expenses, in 2021 lawsuit filed by one of their business partners. Mah's lawyer confirmed to Daily Mail that the lawsuit was settled out of court in 2023 for an undisclosed amount and that she did not pay 'a penny' towards it. Mah insists that all the claims against her are defamatory and that she is the victim of sexual assault and a smear campaign. She claims she has honored the terms she and Caldbeck mutually agreed on for his investment into Mah's venture, an LLC called Mahway Inception One. 'He knew the risks. He knew that it would take many years before the investment could return a profit,' Mah's complaint read. 'But in fall demanded that Ms. Mah restructure the pay him massive returns that the investment had not yet generated.' Emails from July 2022 between Caldbeck and Mah shown in her lawsuit appear to demonstrate that Caldbeck was at least aware of the investment structure. 'Justin Caldbeck's allegations against Jessica Mah are objectively false. Caldbeck claims he was misled into investing in Inception One,' Mah's lawyers said in a statement. 'But the documents he signed state the exact profit allocation he now says he didn't know about. When Ms. Mah pointed that out, he refused to accept responsibility and filed a sham lawsuit,' the statement continued. Mah's lawsuit claims Caldbeck extorted her by threatening to broadcast her alleged fraud to her investors, the media and even the Securities and Exchange Commission (SEC). Her lawsuit also pointed to Caldbeck's sordid past with sexual misconduct. Six women accused him of unwanted advances in 2017, The Information first reported. At the time, Caldbeck admitted to the allegations and resigned from his post at Binary Capital, an early-stage venture capital firm he co-founded. Mah said Caldbeck repeatedly made 'unwelcome' advances toward her, one of which allegedly occurred during a business meeting at West Hollywood's Pendry hotel in June 2022. In her lawsuit, she alleged Caldbeck 'touched the upper-most part of [her] thigh and put his hand next to her genitalia' after consuming several drinks. Barrica, the woman accused of having an affair with Mah, filed her own lawsuit on May 20. Like Mah, she accused Caldbeck of sexual harassment and extortion. She described an alleged incident where she claims he repeatedly tried to get on top of her and kiss her in an Uber while they were in Paris. Caldbeck denies this ever happened. According to Barrica's lawsuit, Caldbeck tried to, 'leverage his repulsive behavior by threatening to spread objectively false allegations' that she was in a relationship with Mah. Representatives for Mah and Barrica said the two are best friends and have never been romantically or sexually involved. The representatives added that both women were in committed relationships at the time these allegations were made. According both women's lawsuits, they tried to keep a professional relationship with Caldbeck until they had a falling out over his claims of their financial malfeasance. Caldbeck allegedly told her at one point: 'Even if Jess said that I raped her, I wouldn't care. My investors wouldn't care either,' his lawsuit states. Caldbeck's spokesperson, Sallie Hofmeister, dismissed Mah's claims as, 'nothing more than a calculated effort ... to distract from credible accusations that they have misused millions of dollars of investor funds'. 'Nearly a year ago, she explicitly threatened to weaponize past allegations against Mr. Caldbeck if he pursued legal claims related to fraud and embezzlement against her,' Hofmeister told Daily Mail.
Auto Blog
2 hours ago
- Auto Blog
Walmart is selling ‘very bright' $100 outdoor solar lights for $26, and shoppers say they're ‘worth every penny'
Autoblog aims to feature only the best products and services. If you buy something via one of our links, we may earn a commission. During the warmer months, your outdoor space quickly becomes your go-to for hangouts and dining al fresco. While the sun helps to brighten your yard during the day, you probably need a little help with nighttime illumination. Right now, Walmart is having an awesome deal on the Qunler Outdoor Solar Lights. For those who want to add extra lighting to their outdoor area, this compact option is now available for just $26, which is 74% off the original retail price. Qunler Outdoor Solar Lights, $26 (was $100) at Walmart The two-pack of solar lights can be controlled via a wireless remote with four setting options including long light, dim, strong, and SOS flashing mode. Each solar light measures 7.08 inches long, 5.70 inches wide, and 6.69 inches high, and offers 304 built-in super bright LEDs that can produce up to 2,500 lumens of high brightness output. With a four-head design that has a 270-degree lighting angle, you can easily illuminate your backyard, patio, driveway, pathway, and more. The lights also feature motion sensor technology with a 26-foot sensing distance and 120-degree sensor. 'Worth every penny,' wrote one shopper. 'Recommend to any person who is interested in solar lighting. I have had this for 1.5 years and still works amazingly. Save money on electric bills and batteries.' 'Great solar lights,' said a second reviewer. 'Very bright and great price.' Another added, 'Very pleased with the quality of these lights.' To charge the lights, make sure they are placed under direct sunlight for up to two days on the first use. They are powered by a built-in 2,000mAh battery and feature a mono-si solar panel for quick charging. No matter the weather, these lights will still shine brightly due to their IP65 waterproof, heat-, and frost-resistant construction. Your purchase also includes a wall base, installing screws, and expansion anchors that help you mount them to garages, sheds, and more. A fourth customer wrote, 'This works perfectly in my yard. It is also easy to install because it's solar and has no wires to run. Highly recommended.' Get ready for summertime fun with these $26 outdoor solar lights. They are a quick and easy way to make sure your space is properly lighted at night. About the Author Victoria Garcia View Profile
Auto Blog
2 hours ago
- Auto Blog
Acura Launches Killer Integra Lease Deal for June
An affordable lease among pricey rivals As prices for new cars continue to rise year over year, it's harder to find lease deals that are worth considering, especially when it comes to luxury cars. These high-priced sedans and SUVs carry lofty price tags, which lead to higher lease payments and down payments. However, if you're willing to forgo the panache that comes with German badges, then we suggest checking out more affordable options from Japanese automakers like Acura. One particular lease deal that Acura has going on for the month of June is on the entry-level Integra. 2025 Ford Maverick: 4 reasons to love it, 2 reasons to think twice Watch More The current nationwide lease deal is for $369 per month for 48 months, with $3,799 due at signing. The offer includes a mileage limit of 10,000 miles per year. If you currently own a 2015 or newer Acura or a competitor from rival brands, you can get a sweeter deal of $359 a month for 48 months, with $2,999 due at signing. The rival brands include Audi, BMW, Cadillac, Chevrolet, Ford, Genesis, GMC, Honda, Hyundai, Infiniti, Kia, Lexus, Mazda, Mercedes-Benz, Nissan, Subaru, Toyota, Volkswagen, and Volvo. 2023 Acura Integra Why choose the 2025 Acura Integra? The Integra is Acura's latest entry in the compact car segment and the most affordable car in the automaker's lineup. It competes well within the segment with rivals like the Audi A3, BMW 2 Series, and Lexus IS, but it brings its own take on luxury by adding a healthy dose of performance. Under its hood is a 200-horsepower, turbocharged 2.0-liter engine that can be connected to either a CVT or a six-speed manual transmission. There are no major changes for the 2025 model year. Shopping for the Acura Integra is easy, as there are only three different trim levels to choose from: Base, A-Spec, and A-Spec Technology. The lease deal in question is for the base Integra with a CVT and a $34,195 MSRP, which includes the destination charge, but the taxes, title, license, and doc fees are extra and will vary depending on your region. 2023 Acura Integra Autoblog Newsletter Autoblog brings you car news; expert reviews and exciting pictures and video. Research and compare vehicles, too. Sign up or sign in with Google Facebook Microsoft Apple By signing up I agree to the Terms of Use and acknowledge that I have read the Privacy Policy . You may unsubscribe from email communication at anytime. Prefer $0 down? If you would rather minimize your upfront costs when leasing a 2025 Acura Integra, we have estimated the payment with $0 down. By dividing the $3,799 due at signing over the 48-month term (approximately $79.15), the estimated payment equates to around $448 every month. *This $0 down figure is an estimation. Official $0 down lease offers from Acura may differ based on their specific calculations, credit approval, and potential money factor adjustments. Always obtain an official quote directly from Acura. 2023 Acura Integra Final thoughts Lease offers can vary based on location and specific vehicle configuration (trim level, options, etc.) and are subject to credit approval. The advertised payments typically exclude taxes, title, registration, and other potential fees. To take advantage of this lease offer or get an official quote tailored to your buying needs (including an official $0 down quote), visit the official Acura website here. *Disclaimer: This article is provided for informational purposes only. The information presented herein is based on manufacturer-provided lease offer information, which is subject to frequent change and may vary based on location, creditworthiness, and other factors. We are not a party to any lease agreements and assume no liability for the terms, conditions, availability, or accuracy of any lease offers mentioned. All terms, including but not limited to pricing, mileage allowances, and residual values, require direct verification with an authorized local OEM dealership. This article does not constitute financial advice or an endorsement of any particular lease or vehicle. About the Author Joe Santos View Profile
