The Williams Companies Wins Dismissal of Securities Class Action Lawsuit over WPZ Merger

On March 8, 2017, Judge James H. Payne of the U.S. District Court for the Northern District of Oklahoma granted Cravath’s motion to dismiss a putative class action lawsuit against The Williams Companies, Inc. (“Williams”), related entities and members of Williams’s board arising from Williams’s now‑terminated $13.8 billion acquisition of Williams Partners L.P. (“WPZ”).

The action was commenced on behalf of all purchasers of publicly traded WPZ securities between May 13, 2015 and June 19, 2015. Plaintiff alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on the basis that he and other class members were misled into purchasing their WPZ shares at artificially inflated prices, because during the class period, defendants failed to disclose that Williams, WPZ’s parent, was considering a combination with Energy Transfer Equity L.P. (“ETE”) that would require Williams to terminate its merger dealings with WPZ. Following the announcement of the proposed Williams‑ETE combination on June 22, 2015, WPZ’s stock price fell.

In granting the motion to dismiss with prejudice, Judge Payne held that the complaint did not sufficiently plead facts that showed the defendants’ statements were false or misleading, or that defendants intentionally defrauded WPZ investors or acted with an extreme departure from standards of ordinary care.

The Cravath team included partner Antony L. Ryan and associates Justin C. Clarke, Nick Friedman and John I. Karin. The case is Erber v. The Williams Companies, Inc., et al., No. 16‑cv‑00131 (N.D. Okla.).