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- Title
Can the Failure to Obtain a "Should" Tax Opinion From External Attorneys Invalidate a Merger?
- Authors
Diehl, Kevin A.
- Abstract
The article discusses the court case Williams Cos. Inc. v. Energy Transfer Equity LP (ETE) which considered whether a should tax opinion could be issued supporting tax-free treatment of the transfer of Williams assets to ETE for its Class E partnership units. It presents facts about the merger of Williams and Energy Transfer Corp. LP and discusses ETE's alleged breach of its duties. The court's ruling to terminate the merger and its implications for corporate governance are tackled.
- Subjects
MERGERS &; acquisitions lawsuits; TAXATION of mergers &; acquisitions; BREACH of fiduciary responsibility lawsuits; BUSINESS partnerships; CORPORATE taxes; CORPORATE governance; WILLIAMS Cos. Inc.; ENERGY Transfer LP; ACTIONS &; defenses (Law)
- Publication
ABA Tax Times, 2017, Vol 36, Issue 4, p42
- ISSN
2381-5868
- Publication type
Article