Kinder Morgan Shareholder Litigation

Chimicles & Tikellis LLP represents stockholders of Kinder Morgan, Inc. (KMI) in actions that initially challenged the proposed acquisition of Kinder Morgan by a buyout group lead by its largest stockholder and Chairman, Richard Kinder. The KMI Buyout is one of the largest management-led buyouts in corporate history. Richard Kinder's group announced a $100 per share merger proposal on May 28, 2006. Chimicles & Tikellis LLP filed Petitions in the District Court of Shawnee County, Kansas (Kinder Morgan's state of incorporation) on June 9, 2006 seeking to require that the Kinder Morgan board of directors fulfill its fiduciary duties and obligations to the Company's public shareholders in the face of the "going-private" takeover proposal.

On August 1, 2006, the District Court of Shawnee County, Kansas appointed Plaintiffs Land and Geiger as Co-Lead Plaintiffs. The Court further appointed Pamela S. Tikellis as Interim Co-Lead Counsel for the Plaintiffs.

On August 28, 2006, KMI announced that it had agreed with the Buyout Group to be acquired in a going private transaction for $107.50 per share. Plaintiffs filed their Consolidated and Amended Class Action Petition on August 28, 2006 and on October 2, 2006, Plaintiffs filed their Second Consolidated and Amended Class Action Petitions. Both Amended Petitions allege that the value of KMI’s shares is materially in excess of the $107.50 agreed to in connection with the Buyout, that the consideration is inadequate and represents an attempt by the Buyout Group to wield its control to force out the public shareholders in order to reward itself with the profits rightfully belonging to the Plaintiffs and KMI’s public shareholders, and that the proposed offer was timed to take advantage of a slump in the share price of KMI that immediately preceded the initial Buyout offer. 

The case was then assigned to former Delaware Supreme Court Justice Joseph T. Walsh as Special Master and expedited discovery commenced. During the course of extensive document and deposition discovery, Plaintiffs filed their Third Consolidated and Amended Class Action Petition under seal of confidentiality on November 21, 2006. Plaintiffs sought a preliminary injunction to halt the Buyout. Although no injunction was issued, the Special Master noted that the Buyout process was flawed from the date that Kinder and other members of the management and Goldman Sachs Investment Banking made plans to take KMI private. Discovery is ongoing.

On January 25, 2008, Plaintiffs filed a Motion for Class Certification.  On January 9, 2009 the Special Master submitted his Report and Recommendation to certify this Action as a Class Action.  On February 20, 2009, the District Court of Shawnee County Kansas entered an order certifying a Plaintiff class consisting of:

• All holders of Kinder Morgan, Inc. common stock, during the period August 28, 2006 through May 30, 2007 and their transferees, successors and assigns. Excluded from the Class are Defendants, members of their immediate families or trusts for the benefit of Defendants or their immediate family members, and any majority-owned affiliates of any Defendant.

Copies of the Petitions, as filed, and Court Orders are linked below.

Petition of Dr. Douglas Geiger
Petition of Robert P. Land
Pamela S. Tikellis Appointed Interim Co-Lead Counsel
Consolidated and Amended Class Action Petition
Second Consolidated and Amended Class Action Petition