Four Decades for Justice
On March 7, 2016, the Delaware Court of Chancery dismissed a putative shareholder class action lawsuit against certain directors of The Williams Companies, Inc. (“Williams”), seeking to enjoin its proposed $37.7 billion combination with Energy Transfer Equity (“ETE”) based on alleged inadequacies in the merger proxy statement. The decision by Vice Chancellor Sam Glasscock III ended one of a number of separate suits relating to the merger, which will create one of the largest energy companies in the world. Cravath is representing Williams and the director defendants in connection with the proposed transaction and all related litigation.
The lawsuit was unusual, in that the plaintiff‑shareholder sought to enjoin a deal it also expressly endorsed as value‑maximizing for Williams’ stockholders. The plaintiff advanced the novel theory that Williams’ shareholders might accord improper weight to the fact that Williams’ CEO had voted against the merger, and thus sought to “contextualize” the CEO’s vote by having Williams make additional disclosures in the proxy statement concerning the CEO’s individual reasons for voting as he did.
Ruling from the bench, Vice Chancellor Glasscock held that “individual directors are not obligated to disclose their underlying reasons for acting,” noting that “such disclosure risks overloading the stockholder with unnecessary information.”
The Cravath team included partner Antony L. Ryan and associates Justin C. Clarke and Nick Friedman. The case is In re The Williams Cos. Inc. Stockholder Litigation, No. 11236-VCG (Del. Ch.).
Deals & Cases
October 12, 2023
On October 10, 2023, following a full trial on the merits and an appeal to the Delaware Supreme Court, Cravath client The Williams Companies, Inc. (“Williams”) secured a victory resulting in a judgment of more than $600 million.
Deals & Cases
August 29, 2022
On August 25, 2022, the Delaware Court of Chancery granted in full Cravath client The Williams Companies, Inc.’s (“Williams”) motion for interest, attorneys’ fees and expenses, totaling more than $185 million at the time the motion was taken under submission. The decision followed post‑trial discovery, briefing and oral argument between January and May 2022.
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