Democrats can be Trumpists too?

[viper37]

Enbridge Inc. is a Canadian registered company with its HQ in Calgary.

However, the entities that own and control the pipeline do appear to be Delaware registered companies, at least according to the the State of Michigan's complaint (see paras 7-10):
https://www.michigan.gov/documents/ag/CC_-_Summons_And_Complaint__COMPLAINT_FILED-WITH_FEE_-_20-000646-CE-C30_-___707721_7.pdf

Quebecor is a Quebec company, formed and operated in Montreal.  Yet, it is registered in Delaware.
Many companies are officially registered in the Caiman islands, Brisith Virgin island and other such nice places, yet not many company executives live there all year long.
Basically, where the company is registered means nothing about where it's really from.

[The Minsky Moment]

See any mention of your precious Enbridge Inc there?  No?  Then how can they be relevant to the case?

One of the named entities is a limited partnership and another is an LLC.  So the question is who is the general partner of the LP and who is the managing (or sole) member of the LLC? Just a guess but if it isn't the Inc itself it's probably an entity controlled by the Inc.

Anyways I think the inquiry is a non sequitur.  This is a binational company that may be HQed in Canada but has tons of employees and shareholders in the US and a bunch of US board members.  There are people on the US side of the border ripping Whitmer and there are enviros and First Nations folk on the Canadian side cheering her on.  Trudeau didn't file an amicus because the corporate stationery has a Calgary address, he filed because the operation of the pipeline impacts Canadian interests.  For all he cares the company could be run in Antarctica by Martians.

[Barrister]

See any mention of your precious Enbridge Inc there?  No?  Then how can they be relevant to the case?

One of the named entities is a limited partnership and another is an LLC.  So the question is who is the general partner of the LP and who is the managing (or sole) member of the LLC? Just a guess but if it isn't the Inc itself it's probably an entity controlled by the Inc.

Anyways I think the inquiry is a non sequitur.  This is a binational company that may be HQed in Canada but has tons of employees and shareholders in the US and a bunch of US board members.  There are people on the US side of the border ripping Whitmer and there are enviros and First Nations folk on the Canadian side cheering her on.  Trudeau didn't file an amicus because the corporate stationery has a Calgary address, he filed because the operation of the pipeline impacts Canadian interests.  For all he cares the company could be run in Antarctica by Martians.

Well despite what some of my fellow capital-c Conservatives might think I'd like to hope that Trudeau would look out for a multi-billion dollar company that is headquartered in Calgary...

[grumbler]

See any mention of your precious Enbridge Inc there?  No?  Then how can they be relevant to the case?

One of the named entities is a limited partnership and another is an LLC.  So the question is who is the general partner of the LP and who is the managing (or sole) member of the LLC? Just a guess but if it isn't the Inc itself it's probably an entity controlled by the Inc.

Anyways I think the inquiry is a non sequitur.  This is a binational company that may be HQed in Canada but has tons of employees and shareholders in the US and a bunch of US board members.  There are people on the US side of the border ripping Whitmer and there are enviros and First Nations folk on the Canadian side cheering her on.  Trudeau didn't file an amicus because the corporate stationery has a Calgary address, he filed because the operation of the pipeline impacts Canadian interests.  For all he cares the company could be run in Antarctica by Martians.

That's my point.  The defendants named in the case are not Canadian legal entities, they are American legal entities.  But the case heavily impacts Canada, so naturally they are going to file an amicus brief.  That doesn't mean, though, that they are "heavily involved" in the case.  At least, not yet.  I could see them becoming heavily involved if the ruling on the easement goes against the defendants (i.e. that the Canadian government make a formal protest to the US government, rather than just filing amicus briefs).

First BB say "You're so full of shit grumbler" and then, when his position is proven false, he argues that he say he has "neither the time or inclination to parse out the finer details of Enbridge's overall corporate governance structure," though, of course, that governing structure has nothing to do with the case.  No concession that no Canadian company is, in fact, a defendant in the case, just a lot of red herrings about what maps the parent company has on their website.

In any case, I don't see how Whitmer's administration can win this one.  Their proposed remedy is way out of line with the claimed harm.  But I'm not sure the suit is intended to be won, so much as it is to pressure the defendants to concede on some maintenance and replacement issues, while feeding her base with the "stand up against the big companies" image.

[Barrister]

I just wanted to review what happened here because it's such a languish exchange.

The dispute is years/decades old, and is between the State of Michigan and an American pipeline operating company.  Canada is not involved, except as a sufferer of collateral damage.

I immediately know that Enbridge is emphatically not "an American pipeline operating company", so I reply gently.

Enbridge is a multi-billion dollar multinational corporation, but it was founded in Canada and it's headquarters are in Calgary, Alberta.

But grumbler isn't going to accept a simple correction on a minor point!

Enbridge (a web of interconnecting legal entities) is incorporated in Delaware.

I see now what's happened.  There's no particular reason to know about some big pipeline company.  I mean it's a big employer in Alberta, but across the continent there's no reason to have really heard of it.  So grumbler read the Michigan lawsuit and thinks he's found the big answer to me without knowing anything more about the situation.

At this point I start providing links - I think the most convincing of which was Enbridge's annual report https://www.enbridge.com/investment-center/reports-and-sec-filings/~/media/Enb/Documents/Investor%20Relations/2021/ENB_2020_Annual_Report.pdf which lists Enbridge Inc as being incorporated in Canada, being headquartered in Canada, and owning Line 5 which is the subject of the lawsuit.

So now grumbler tries to move the goalposts.  Whereas before he said "Enbridge (a web of interconnecting legal entities) is incorporated in Delaware", now he wants to pretend that all along he meant only the subsidiaries.

That's my point.  The defendants named in the case are not Canadian legal entities, they are American legal entities.  But the case heavily impacts Canada, so naturally they are going to file an amicus brief.  That doesn't mean, though, that they are "heavily involved" in the case.  At least, not yet.  I could see them becoming heavily involved if the ruling on the easement goes against the defendants (i.e. that the Canadian government make a formal protest to the US government, rather than just filing amicus briefs).

First BB say "You're so full of shit grumbler" and then, when his position is proven false, he argues that he say he has "neither the time or inclination to parse out the finer details of Enbridge's overall corporate governance structure," though, of course, that governing structure has nothing to do with the case.  No concession that no Canadian company is, in fact, a defendant in the case, just a lot of red herrings about what maps the parent company has on their website.

But what's most amazing is that the jurisdiction a corporation is incorporated in has absolutely nothing to do with anything!  As viper pointed out a company can be incorporated just about anywhere.  Even if Enbridge Inc was incorporated in Delaware (although  remember - it isn't) that doesn't make it "an American pipeline operating company".

This is a lawsuit wherein a large multinational corporation based in both Canada and the US is being sued in Michigan.  End of story.


If grumbler is offended that I said he was "full of shit" I apologize.  While it's not exactly a compliment, I understood it do just be a colorful way of saying "you don't know what you're talking about".

[Jacob]

Good luck with the de-escalation attempt Beeb. We'll see how it goes

[grumbler]

Beeb, you seem to be willfully ignoring the fact that Enbridge is not a single corporation, but a whole series of interconnected corporations, exactly as I said.  Enbridge, Incorporated (incorporated in Canada) is not Enbridge Energy Limited Partnership, Enbridge Energy Company, Incorporated, nor Enbridge Energy Partners LLC, all incorporated in Delaware and the latter three the defendants in this case.  All of them are called Enbridge, but they are not all the same.  The latter three own and operate the pipeline in question, and are presumably owned in some part by Enbridge Incorporated.

Enbridge Incorporated is not the defendant in the lawsuit.  I've quoted the filing itself, which you seem to believe is not relevant because you think it is in contradiction of the company's web page.

If you have reason to believe that Enbridge Energy Limited Partnership, Enbridge Energy Company, Incorporated, and Enbridge Energy Partners LP don't exist or are not incorporated in the US, or that they don't own and operate the pipeline in question, I'd be glad to see the evidence that supports your reason.  The judge in the case probably would as well, as well as the Canadian government, which in the amicus brief https://www.canada.ca/content/dam/nrcan-rncan/documents/GOC%20Amicus%20-%20FINAL.pdf listed the same defendants as I did.

As for the assertion that "what's most amazing is that the jurisdiction a corporation is incorporated in has absolutely nothing to do with anything!," the web page you yourself claim is authoritative says on page 7 that

Enbridge Inc., a corporation existing under the Canada Business Corporations Act, qualifies as a foreign private issuer in the United States of America (US) for purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act)

They seem to believe that where they are incorporated has something to do with something.

[Habbaku]

I can't link directly to it because of some "prove you're human" captchas

Am I the only one worried that Beeb admitting to being a bot?

[Barrister]

Beeb, you seem to be willfully ignoring the fact that Enbridge is not a single corporation, but a whole series of interconnected corporations, exactly as I said.  Enbridge, Incorporated (incorporated in Canada) is not Enbridge Energy Limited Partnership, Enbridge Energy Company, Incorporated, nor Enbridge Energy Partners LLC, all incorporated in Delaware and the latter three the defendants in this case.  All of them are called Enbridge, but they are not all the same.  The latter three own and operate the pipeline in question, and are presumably owned in some part by Enbridge Incorporated.

Enbridge Incorporated is not the defendant in the lawsuit.  I've quoted the filing itself, which you seem to believe is not relevant because you think it is in contradiction of the company's web page.

If you have reason to believe that Enbridge Energy Limited Partnership, Enbridge Energy Company, Incorporated, and Enbridge Energy Partners LP don't exist or are not incorporated in the US, or that they don't own and operate the pipeline in question, I'd be glad to see the evidence that supports your reason.  The judge in the case probably would as well, as well as the Canadian government, which in the amicus brief https://www.canada.ca/content/dam/nrcan-rncan/documents/GOC%20Amicus%20-%20FINAL.pdf listed the same defendants as I did.

As for the assertion that "what's most amazing is that the jurisdiction a corporation is incorporated in has absolutely nothing to do with anything!," the web page you yourself claim is authoritative says on page 7 that

Enbridge Inc., a corporation existing under the Canada Business Corporations Act, qualifies as a foreign private issuer in the United States of America (US) for purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act)

They seem to believe that where they are incorporated has something to do with something.

I'm pretty sure you'll wear me down from your sheer obstinacy, but not tonight!  Don't ever change grumbles!

All of the companies mentioned are owned/controlled by Enbridge Inc.  You can tell that through Enbridge's SEC 10-K filing which I posted to.  It has other business interests which it only has partial ownership, but those are spelled out.  The 10-K filing is not some advertising puffery (you try to dismiss it as the "company's webpage") - it's a document required by the SEC to be filed each year under penalty of prosecution if it materially misstates facts.

The jurisdiction a public company is registered in has almost nothing to do with anything.  If you wish, take victory from me adding the word almost - my gift to you. 

From the SEC's website on foreign private issuers:

II. Foreign Private Issuer Status
A key consideration for a foreign company is whether it qualifies as a foreign private issuer as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act. If a company does not qualify as a foreign private issuer, it is subject to the same registration and disclosure requirements applicable to domestic U.S. entities.

A. Definition and Determination of Eligibility
There are two tests to determine whether a foreign company qualifies as a foreign private issuer: the first relates to the relative degree of its U.S. share ownership, and the second relates to the level of its U.S. business contacts. Foreign private issuer status is not determined solely by the country in which a company is organized. Companies organized under the laws of a foreign country that have certain characteristics that make them substantially similar to U.S. companies will not be considered foreign private issuers. In contrast, a company that is incorporated in a state, territory, or possession of the United States can never qualify as a foreign private issuer, regardless of the location of its shareholders, assets, or management.

A foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S. residents; or if more than 50% of its outstanding voting securities are held by U.S. residents and none of the following three circumstances applies: the majority of its executive officers or directors are U.S. citizens or residents; more than 50% of the issuer's assets are located in the United States; or the issuer's business is administered principally in the United States. These tests are found in Securities Act Rule 405 and Exchange Act Rule 3b-4.

If a foreign company determines that 50% or less of its outstanding voting securities are held by U.S. residents, it would qualify as a foreign private issuer and it need not consider the second test relating to business contacts. If a foreign company, however, determines that over 50% of its outstanding voting securities are held by U.S. residents, the foreign company must consider the extent of its U.S. business contacts. The tests are discussed further below.

https://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml#II

And it goes on from there in the link.  Merely being incorporated in a foreign country does not make one a foreign private issuer.

I will re-assert my my disagreement with you.  Enbridge is demonstrably not an "American pipeline operating company".  Rather, this is a lawsuit wherein a large multinational corporation (Enbridge) based in both Canada and the US is being sued in Michigan.  End of story.

[grumbler]

Beeb, you obviously cannot be convinced by evidence or arguments, so I'm done here.  Anybody can look up who the defendants are in this case.  I stand by my statement.

[The Minsky Moment]

BB:

+ I agree it's likely all the defendant entities in the Michigan case are ultimately controlled by the Canadian Inc.  It's not clear to me where day-to-day management of those entities is handled; best guess would be Houston based on the filings.

+ The statement "[t]he jurisdiction a public company is registered in has almost nothing to do with anything" goes way too far.  The place of registration has very big implications for the law that applies to internal affairs of the company - including big stuff like the scope and nature of fiduciary obligations.  In the US, the place of registration of a corp. also confers general jurisdiction, which means that any claim against the corp can be brought in the state even if that state has no other connection to the claim.

[crazy canuck]

BB:

+ I agree it's likely all the defendant entities in the Michigan case are ultimately controlled by the Canadian Inc.  It's not clear to me where day-to-day management of those entities is handled; best guess would be Houston based on the filings.

+ The statement "[t]he jurisdiction a public company is registered in has almost nothing to do with anything" goes way too far.  The place of registration has very big implications for the law that applies to internal affairs of the company - including big stuff like the scope and nature of fiduciary obligations.  In the US, the place of registration of a corp. also confers general jurisdiction, which means that any claim against the corp can be brought in the state even if that state has no other connection to the claim.

Yeah, but we are talking about an international legal dispute here.  Not an internal shareholders dispute.  The fact that one of the companies within this corporate structure is registered in Delaware is meaningless in the context of this case.  Grumbler made a statement that was wrong, could not back down and there is really no way to put lipstick on that pig.

[grumbler]

(snip)
+ The statement "[t]he jurisdiction a public company is registered in has almost nothing to do with anything" goes way too far.  The place of registration has very big implications for the law that applies to internal affairs of the company - including big stuff like the scope and nature of fiduciary obligations.  In the US, the place of registration of a corp. also confers general jurisdiction, which means that any claim against the corp can be brought in the state even if that state has no other connection to the claim.

Indeed.  The SEC itself notes that

a company that is incorporated in a state, territory, or possession of the United States can never qualify as a foreign private issuer, regardless of the location of its shareholders, assets, or management.

https://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml#II

It seems that the jurisdiction of incorporation does, indeed, impact more than just internal matters.  Enbridge Incorporated is incorporated in Canada and is a a foreign private issuer, per their own website.  Enbridge Energy Limited Partnership, Enbridge Energy Company, Incorporated, and Enbridge Energy Partners LP cannot be foreign private issuers, based on where they were incorporated (a state of the United States).

There is really no way to put lipstick on that pig.

[Berkut]

The etnire grumbler-BB dispute is making a mountain out of a molehill that was making a mountain out of a molehill to begin with.

Whether BB is right OR grumbler is right (and I think they are both, essentially, "right" in how they are looking at it) the basic point grumbler was making is still valid, at least insofar as I understand the overall point he was making:

This is not some international dispute between treaty signatories that signals the United States disdain for treaty obligations, and hence the entire point of the OP is, well.....just more bullshit hyperbole whining.

[Barrister]

BB:

+ I agree it's likely all the defendant entities in the Michigan case are ultimately controlled by the Canadian Inc.  It's not clear to me where day-to-day management of those entities is handled; best guess would be Houston based on the filings.

This is where I have inside information however.  My friend, who works for Enbridge here in Edmonton, who does a lot of work on Line 5.