Williams director felt threatened to back ETE deal -trial

Simply by Tom Hals
GEORGETOWN, De., June 20 (Reuters) - A Williams Cos Incorporation board member testified the lady felt pressured by her very own company to support the $20 billion merger with pipeline company Energy Transfer 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 Move Equity, or ETE, looks for a way to back again out of the offer, which would create 1 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 Sam Glasscock opened on Monday.
Williams is asking the particular judge to force ETE to complete the takeover, alleging that the company and its chief professional, Dallas billionaire Kelcy Warren, have purposely worked in order to scuttle the agreed-upon offer.
ETE has countersued, quarrelling that Williams has breached the merger agreement, within part by misrepresenting the particular level of its board's support for the deal.
On Monday, ETE lawyers played video deposition account of director Kathleen Cooper which they said highlighted that Williams board people were threatened with all the danger of a campaign to have them removed if they will failed to support the deal.
Cooper voted against the deal. She was amongst the five directors upon Williams' 13-member board who did not back the particular takeover.
Asked during the girl deposition earlier this 30 days if she had felt threatened to change t.co her vote, she said the lady did.
Williams' chairman, Frank MacInnis, downplayed Cooper's accounts and said the panel discussed the possible fall-out from a vote against the deal.
"There has been never a threat, inch MacInnis told the courtroom.

BUYER'S REMORSE
The two-day trial comes just days before the scheduled June 27 vote by Williams shareholders upon whether they want in order to accept the deal proposed in September by ETE.
While the deal was long-sought by Warren, Williams mentioned he soon came straight down with buyer's remorse and began to search regarding a solution as an energy price slump deepened.
ETE has made very clear that it believes the particular deal is no longer attractive. This has slashed estimates for expected cost savings and said it would most likely have to cut distributions in order to shareholders entirely next yr if it has to full the deal.
ETE has argued the deal cannot close because its attorneys at Latham & Watkins were unable to declare that will it will be tax-free. The particular company originally raised the particular tax problem in Apr and rejected two possible 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 with out penalty.
Williams' legal team on Monday showed the video deposition of Jamie Welch, who had been fired earlier this year as ETE's chief financial officer.
This individual said that as earlier as January, Warren had grown opposed to the deal. He began pressing his management team and attorneys to understand ETE's rights along with respect to terminating the particular deal.
"He feared for future years of the Energy Transfer enterprise if the deal with Williams had to near on its current conditions, " Welch said within the video played in court. He said Warren feared an "implosion" from the business. (Additional reporting simply by Michael Erman in New York; Editing by Matthew Lewis)