Williams director felt threatened to back ETE deal -trial

By Tom Hals
GEORGETOWN, Del., June 20 (Reuters) -- A Williams Cos Inc board member testified the lady felt pressured by her own company to support the $20 billion merger with pipeline company Energy Exchange Equity LP, which ETE lawyers sought to show as proof that Williams misrepresented its board's support for that deal.
The two companies are suing each other as Energy Transfer Equity, or ETE, looks for a way to back again out of the offer, which would create one of the world's biggest operators of pipeline to carry oil and fuel.
The two-day trial within Delaware's Court of Chancery before Vice Chancellor Mike Glasscock opened on Mon.
Williams is asking the judge to force ETE to complete the takeover, alleging that the organization and its chief executive, Dallas billionaire Kelcy Warren, have purposely worked to scuttle the agreed-upon offer.
ETE has countersued, quarrelling that Williams has breached the merger agreement, in part by misrepresenting the level of its board's support for the offer.
On Monday, ETE lawyers played video bokep abg sma deposition testimony of director Kathleen Cooper which they said illustrated that Williams board members were threatened with all the danger of a campaign to have them removed if they did not support the offer.
Cooper voted against the deal. She was among the five directors on Williams' 13-member board that did not back the particular takeover.
Asked during the girl deposition earlier this 30 days if she had sensed threatened to change her vote, she said the lady did.
Williams' chairman, Honest MacInnis, downplayed Cooper's accounts and said the panel discussed the possible fall-out from a vote towards the deal.
"There was never a threat, inch MacInnis told the court.



BUYER'S REMORSE
The two-day trial comes just days before a scheduled June 27 vote by Williams shareholders on whether they want to accept the deal proposed in September by ETE.
Whilst the deal was long-sought by Warren, Williams stated he soon came lower with buyer's remorse plus began to search with regard to a solution as a good energy price slump deepened.
ETE has made clear that it believes the deal has ceased to be attractive. It has slashed estimates for expected cost savings and said it would probably need to cut distributions in order to shareholders entirely next 12 months if it needs to complete the deal.
ETE provides argued the deal are unable to close because its attorneys at Latham & Watkins were unable to declare that will it would be tax-free. The particular company originally raised the tax problem in Apr and rejected two feasible solutions proposed by Williams.
Williams sued in May, accusing Warren of failing to meet its obligation to try to get the merger done simply by June 28, when ETE can walk away without having penalty.
Williams' legal team on Monday showed a video deposition of Jamie Welch, who had been fired previously this year as ETE's chief financial officer.
He or she said that as earlier as January, Warren got grown opposed to the offer. He began pressing their management team and attorneys to comprehend ETE's rights with respect to terminating the particular deal.
"He feared for future years of the Energy Move enterprise if the deal with Williams had to close up on its current terms, " Welch said in the video played within court. He said Warren feared an "implosion" of the business. (Additional reporting simply by Michael Erman in Ny; Editing by Matthew Lewis)