June 17 (Reuters) - Delaware's highest court on Tuesday

threw out a judge's order requiring Canadian pipeline operator

TC Energy ( TRP ) to pay $199.2 million of damages stemming

from its $13 billion purchase of Columbia Pipeline Group in

2016.

The case was brought by Columbia shareholders who wanted TC

Energy ( TRP ) held liable for cutting the takeover price to $25.50 per

share from $26, enabling former Columbia Chief Executive Robert

Skaggs and Chief Financial Officer Stephen Smith to collect

large change-of-control payments known as golden parachutes.

In May 2024, Vice Chancellor Travis Laster of the Delaware

Chancery Court awarded the Columbia shareholders 50 cents per

share, equal to $199.2 million.

But the Delaware Supreme Court cited its December 2024

ruling in another case that acquirers such as TC Energy ( TRP ) could be

liable for assisting a seller's breach of fiduciary duty only if

they knew about the breach and that their own conduct was wrong.

"For understandable reasons, that standard was not applied

here," and despite a "mountainous trial record" the standard was

not met, Justice Gary Traynor wrote in a 100-page decision for a

unanimous five-judge panel.

"The Court of Chancery did not find that TransCanada ( TRP ) had

actual knowledge of Skaggs's and Smith's breach of duty of

loyalty or that the Columbia board was failing to maintain

meaningful oversight of the sale process," Traynor wrote.

"Lacking actual knowledge of the sell-side breaches,

TransCanada ( TRP ) could not have knowingly participated in them."

Lawyers for the Columbia shareholders did not immediately

respond to requests for comment after business hours. TC Energy ( TRP )

and its lawyers did not immediately respond to similar requests.

Skaggs and Smith agreed before trial to pay $79 million to

settle with Columbia shareholders.

The case is In re Columbia Pipeline Group Inc Merger

Litigation, Delaware Supreme Court, No. 281, 2024.