Williams director felt threatened to back ETE deal -trial

By Tom Hals
GEORGETOWN, De., June 20 (Reuters) -- A Williams Cos Inc board member testified she felt pressured by her very own company to support the $20 billion merger along with pipeline company Energy Exchange Equity LP, which ETE lawyers sought to depict as proof that Williams misrepresented its board's support for the deal.
The 2 companies are suing every other as Energy Transfer Equity, or ETE, looks for a way to back out of the deal, which would create 1 of the world's biggest operators of pipeline to carry oil and gas.
The two-day trial within Delaware's Court of Chancery before Vice Chancellor Sam Glasscock opened on Mon.
Williams is asking the particular judge to force ETE to complete the takeover, alleging that the organization and its chief professional, Dallas billionaire Kelcy Warren, have purposely worked in order to scuttle the agreed-upon deal.
ETE has countersued, arguing 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 accounts of director Kathleen Cooper which they said highlighted that Williams board people were threatened with the risk of a campaign to get them removed if these people 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 her deposition earlier this 30 days if she had sensed threatened to change the girl vote, she said she did.
Williams' chairman, Frank MacInnis, downplayed Cooper's accounts and said the panel discussed the possible fall-out from a vote towards the deal.
"There has been never a threat, " MacInnis told the courtroom.

BUYER'S REMORSE
The two-day trial arrives just days before the scheduled June 27 vote by Williams shareholders upon whether they want in order to accept the offer proposed within September by ETE.
Whilst the deal was long-sought by Warren, Williams stated he soon came down with buyer's remorse plus began to search regarding a way out as a good energy price slump deepened.
ETE has made clear that it believes the particular deal has ceased to be attractive. This has slashed estimates for expected cost savings plus said it would most likely need to cut distributions in order to shareholders entirely next yr if it has to full the deal.
ETE provides argued the deal cannot close because its lawyers at Latham & Watkins were not able to declare that will it would be tax-free. The company originally raised the particular tax problem in Apr and rejected two feasible solutions proposed by Williams.
Williams sued in-may, accusing Warren of failing in order to meet its obligation to try to get the merger done by June 28, when ETE can walk away with out penalty.
Williams' legal team on Monday showed a video stw ngentot deposition of Jamie Welch, who was fired previously this year as ETE's chief financial officer.
This individual said that as early as January, Warren got grown opposed to the offer. He began pressing his management team and attorneys to understand ETE's rights with respect to terminating the deal.
"He feared for future years of the Energy Move enterprise if the offer with Williams needed to near on its current conditions, " Welch said within the video played within court. He said Warren feared an "implosion" from the business. (Additional reporting by Michael Erman in Nyc; Editing by Matthew Lewis)