The complaint arises out of an April 29, 2011 press release announcing that the company had entered into a definitive merger agreement with Enterprise, pursuant to which Duncan Energy unitholders would receive 1.010 common units of Enterprise for each common unit of Duncan Energy they own, equating to approximately $43.82 per Duncan Energy unit (the "Proposed Acquisition").
The complaint alleges that certain of the defendants, in connection with Proposed Acquisition, breached or aided and abetted the other defendants' breaches of their express and implied contractual duties under the Amended and Restated Agreement of Limited Partnership of Duncan Energy, dated February 5, 2007, and all subsequent amendments thereto. The complaint further alleges that, in an attempt to secure unitholder approval of the Proposed Acquisition, the defendants filed a materially misleading Form S-4 Registration Statement with the U.S. Securities and Exchange Commission in violation of sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The omitted and/or misrepresented information is believed to be material in assisting Duncan Energy unitholders in making an informed decision whether or not to vote in favor of the Proposed Acquisition.
