In re Columbia Pipeline Group Merger Litigation

Labaton Keller Sucharow is co-lead counsel in a lawsuit against certain former officers and directors of Columbia Pipeline Group, Inc. (Columbia) for breaching their fiduciary duties as directors and/or officers of Columbia and against TC Energy Corp (TC Energy), formerly TransCanada Corporation (TransCanada), for aiding and abetting the breaches of fiduciary duty, in connection with the acquisition of Columbia by TransCanada in July 2016.

The Firm’s complaint alleges that the Defendants engineered a scheme to spin-off Columbia Pipeline from its former parent—NiSource, Inc.—and sell the Company to TransCanada as part of a self-interested plan to trigger lucrative change-in-control benefits for the Company’s officers and directors.  Labaton Keller Sucharow filed the complaint on July 3, 2018.

Before trial, Plaintiffs prevailed in a protected evidentiary dispute, arguing that TransCanada’s asserted advice of counsel defense should be precluded.  The Court agreed with Plaintiffs and precluded this defense at trial.  Soon after, the Court approved a partial settlement of $79,000,000 between Plaintiffs and individual defendants Skaggs and Smith.

The Plaintiffs and TC Energy went to trial in July 2022 as to Plaintiffs' remaining claims.  In a June 30, 2023, judgment by Vice Chancellor J. Travis Laster, it was determined that TC Energy enabled disclosure breaches and was liable for damages of $1 per share and $0.50 per share on more than 400 million shares of outstanding shares of Columbia stock ahead of the merger—one of the largest shareholder verdicts in Delaware history.  The awards overlap, and the specific amount of the final judgment is subject to further proceedings.

The case is In re: Columbia Pipeline Group Merger Litigation, C.A. No. 2018-0484 (Del. Ch.).