Full opinion text
MEMORANDUM OF DECISION MARK R. KRAVITZ, District Judge. In this action, Yankee Gas Services Company (‘Yankee Gas”) and The Connecticut Light and Power Company (“CL&P”), both of which are subsidiaries of Northeast Utilities, sue UGI Utilities, Inc. (“UGI”) under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq. (“CERCLA”), seeking to impose liability on UGI for pollution that occurred at thirteen facilities in Connecticut that produced manufactured gas from 1884 to 1941. These facilities are known as manufactured gas plants, or MGPs. At various points in time, CL&P was a subsidiary of UGI, or corporations in which UGI owned stock, until UGI was required to divest itself of its interest in CL&P in 1941 as a consequence of the passage of the Public Utility Holding Company Act of 1935. The U.S. Supreme Court’s decision in United States v. Bestfoods, 524 U.S. 51, 118 S.Ct. 1876, 141 L.Ed.2d 43 (1998), provides the analytical framework for determining UGI’s liability for contamination at these sites. This is not the first time that courts have addressed UGI’s liability for pollution occurring at manufactured gas sites owned by its former subsidiaries, although this is the first case involving CL&P. See, e.g., Atlanta Gas Light Co. v. UGI Utilities, Inc., No. 3:03-cv-614-J, 2005 WL 5660476 (M.D.Fla. Mar.22, 2005), aff'd, 463 F.3d 1201 (11th Cir.2006) (“Atlanta Gas ”) (no liability for UGI under CERCLA); Consolidated Edison Co. of New York, Inc. v. UGI Utilities, Inc., 310 F.Supp.2d 592 (S.D.N.Y.2004), aff'd in relevant part, 153 Fed.Appx. 749 (2d Cir.2005) (“Consolidated Edison ”) (same). The Court and the parties agreed to try this case in two phases. The first phase was focused on certain statute of limitations issues as well as UGI’s derivative and direct liability within the meaning of Best- foods. The second phase was to focus on the allocation of remediation costs between the various potentially responsible persons. The first phase of the case was tried to the Court over four days. Plaintiffs submitted 529 exhibits; UGI introduced 1,147 exhibits. Given the years at issue, the Court was impressed by the wealth of documentation that is still available, including most of the minutes of the relevant companies’ board meetings and committees and a substantial amount of correspondence and reports. Because no individuals who actually worked at these sites during the relevant period were still available to be called at trial, the witnesses were retained experts and one fact witness regarding Plaintiffs’ clean-up efforts. The experts (none of whom was a historian) reviewed volumes of historical documents and gave their opinions based upon those documents or the impressions they derived from reading the documents. Before, during, and after trial, UGI sought to strike Plaintiffs’ experts on the basis of the Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993), line of cases. The Court declined to strike the experts’ testimony, and so it remains in the record for what it’s worth. Truth be told, with a single exception, the Court did not find the experts’ testimony of much assistance in resolving the issues in this case. The Court says this for two principal reasons. For one, the Court was just as able as the experts to review the historical record and apply the Bestfoods standard to the facts as the Court found them. The Court did not need the experts to undertake that important task for the Court. For another, two of Plaintiffs’ witnesses — Dr. Neil Shifrin and Mr. Thomas Blake — appeared to analyze the historical record using standards that are contrary to those set forth in Bestfoods. For example, Dr. Shifrin declined to accept the possibility that a person having a position with a subsidiary and also with the parent corporation could act for the subsidiary while engaged in the subsidiary’s business. Dr. Shifrin’s presumption is contrary to the statement in Bestfoods that “courts generally presume that the directors are wearing their ‘subsidiary hats’ and not their ‘parent hats’ when acting for the subsidiary....” Bestfoods, 524 U.S. at 61, 118 S.Ct. 1876 (quotation marks omitted). Mr. Blake testified that when a company owned more than fifty percent of another company, that created a presumption (albeit a rebuttable one) that the parent controlled the subsidiary’s operations within the meaning of CERCLA. Mr. Blake’s presumption is contrary to the statement in Bestfoods that “the exercise of the control which stock ownership gives to the stockholders ... will not create liability beyond the assets of the subsidiary,” and that “nothing in CERCLA purports to reject this bedrock principle.” Id. at 61-62, 118 S.Ct. 1876 (quotation marks omitted). In effect, Mr. Blake improperly shifted the burden of proof to UGI. Where the Court did find the experts’ testimony of assistance (and did use it) was in connection with an understanding of the operation of the manufactured gas plants and the pollution they may have generated, as well as in interpreting technical aspects of the documentation. By closing arguments, certain issues had dropped from the case. Before trial, Plaintiffs withdrew claims relating to three sites — Waterbury Benedict Street, Meriden South Colony Street, and Winsted Prospect Street — without prejudice to renewing those claims at an appropriate point in time. Also, at closing arguments, Plaintiffs withdrew their claim that the Court should pierce the corporate veil between UGI and CL&P — that is, in the parlance of Bestfoods, Plaintiffs withdrew their claim of derivative CERCLA liability. See Bestfoods, 524 U.S. at 64, 118 S.Ct. 1876. That concession focused the Plaintiffs’ claims solely on UGI’s direct liability as an “operator” of the remaining ten facilities. In particular, Plaintiffs sought to show that UGI operated the facilities “in the stead of [CL&P] or alongside [CL&P] in some sort of a joint venture.” Id. at 71, 118 S.Ct. 1876. UGI, for its part, agreed that it had operated the Waterbury North facility for the years in question but reserved its right to argue that Plaintiffs had not shown that any contamination occurred at that site during the relevant period of UGI’s operation. Accordingly, the Waterbury North facility was removed from the first phase of the trial and will be addressed, if need be, during the next phase. Thus, the facilities at issue in this first phase included the following nine MGPs: Norwalk, Bristol, Meriden Cooper Street, Middletown, Putnam, Rockville, Waterbury South, Winsted Gay Street, and Willimantic. Having carefully considered the documentary evidence and cognizant of the Bestfoods standard, the Court concludes that Plaintiffs have not sustained their burden of proving by a preponderance of the evidence that UGI operated these nine MGPs in the stead of CL&P or in some sort of joint venture with CL&P. Plaintiffs succeeded in showing that UGI was a vigilant parent that conducted detailed — yet not eccentric — oversight of the operations of its subsidiaries in Connecticut. But the facilities in question were operated by CL&P and its employees. To be sure, UGI provided assistance to CL&P from time to time when CL&P requested it; UGI also carefully oversaw the operations of CL&P, consistent with UGI’s status as a corporate parent. But that assistance and oversight is a far cry from managing, directing, or operating the facilities in the stead of CL&P or in some sort of joint venture with it. In short, from the documentary record provided, the Court believes that CL&P was accurate and truthful when it told the Securities and Exchange Commission .in 1940 that UGI “has never undertaken to control the affairs of this Company in any way.” Ex. 1586 at 850. In addition, and in the alternative, for at least two of the facilities, the Court finds that Plaintiffs’ cost recovery actions are time-barred. Before turning to the Court’s findings of fact and conclusions of law, the Court pauses to express its gratitude to counsel for both sides in this dispute. They were consummate professionals who dealt with the' Court civilly and with commendable candor at all times. Given the volume of evidence provided to the Court, it would have been impossible to review it meaningfully without the superb assistance from all counsel. I. What follows in this section are the Court’s findings of fact in accordance with Rule 52 of the Federal Rules of Civil Procedure. The Court will begin with a general overview of manufactured gas production and the companies in question. Given the complexity of the issues involved and in order to avoid unnecessary repetition, the Court will keep this first section relatively brief and will make further findings of fact in connection with the Court’s discussion of the various issues presented by the parties. Basic Operations of Manufactured Gas Plants. During the heyday of manufactured gas production' — between 1816 and 1960 — approximately 1,000-1,500 MGPs were built and operated in the United States. See Ex. 1 at 9. Prior to the development of natural gas supplies and transmission systems during 1940s and 1950s, virtually all fuel and lighting gas used in the United States was manufactured at MGPs using one of three basic processes: (1) coal gas, which was produced from thermal destruction of coal in the absence of air; (2) oil gas, which was manufactured by enriching super-heated air with carbureted petroleum; and (3) carbureted water gas (“CWG”), which was made by blowing steam through red hot coke and/or coal to create water gas, followed by spraying (carbureting) petroleum into the hot water gas to enrich it. Id. CWG was the dominant process used in Connecticut (and nationwide) after the 1890s and is the process for which UGI had an exclusive patent. Both tar and oil — referred to today as “non-aqueous phase liquids” or “NAPLs” — were generated as byproducts from all three manufactured gas processes. See id. at 10. Other byproducts included wastewater, purifier wastes, ash, clinker, and coke. See id. at 12. The amount of byproducts produced was substantial. Tar, in particular, was produced by the millions of gallons over the lifetime of an MGP. See id. at 10-11. Many of these byproducts were valuable in their own right and were collected and sold by the MGPs. For instance, tar was known as “black gold” and was sold for use as fuel, as well as for roofing, wood treating, road surfacing, dyes, medicines, disinfectants, explosives, and chemicals such as benzene or naphthalene. See id. at 17. Ash and clinker were also sold, mostly as fill and surface coverings for walks and driveways, Coke, the ideal “smokeless coal,” was sometimes sold as fuel. The recovery and sale of these byproducts was essential to the operation of MGPs and often proved more profitable than gas manufacturing itself. Thus, most MGPs had facilities for separating tar and other byproducts and some had their own refining capabilities. See id. at 19. However, as both Plaintiffs’ and UGI’s experts testified at trial, it was difficult to operate MGPs without some leakage of tar and oil into the environment. Although MGPs attempted to minimize leakage (not because of the then-unknown environmental consequences but because of the monetary value of the byproducts), tar and oil could — and often did — enter the environment during many stages of the CWG process. In addition, catastrophic releases into the environment sometimes occurred, such as the release of oil and tar into the Norwalk River in 1926. See Ex. 147. Leakage also routinely occurred as a consequence of the demolition of former MGPs, although Dr. Shifrin acknowledged that there is no documentary evidence that UGI directed or managed the demolition of any Connecticut MGPs. See Tr. Transcript at 117. These various forms of contamination remain hazardous for decades or even centuries after entering the environment, and it is this contamination that Yankee Gas and CL&P, as current owners of the MGP sites at issue, are in the process of cleaning up. UGI’s History. UGI played a key role in the establishment of CWG as the prominent process for gas manufacturing in the eastern half of the United States. The CWG process was invented in 1872 by Thaddeus Lowe, a former consultant to President Lincoln and the chief of the Corps of Aeronautics. See Ex. 117 at 5721. Mr. Lowe’s new method produced gas with more illuminating power and at less cost than coal gas processes. See id. at 5722. In order to maximize the profit potential of the CWG process, Mr. Lowe teamed with other businessmen and investors to form the United Gas Improvement Company (UGIC) in 1882. Id. In agreements dating between 1882 and 1885, Mr. Lowe sold the exclusive right to sell, manufacture, and install the CWG process to UGIC and served as the chief engineer of the new company. See Ex. 107 at 5287. UGIC discovered that one of the most lucrative ways to profit from the CWG process was to buy stock in local public utility companies, advance them the money to implement the CWG process, and then make profit in the form of dividends. See Ex. 117 at 5726. However, like most corporate charters of the day, UGIC’s charter did not allow it to own stock in other companies. After several years of trying to circumvent this restriction through the use of trusts, UGIC formed another corporation called the Union Company, which purchased the corporate charter of the Union Contract Company. This charter had been granted to the Union Contract Company by a special act of the Pennsylvania legislature in 1870 and allowed the purchase and ownership of stock in other corporations. See Ex. 107 at 5289. In 1888, the Union Company changed its name to The United Gas Improvement Company (“TUGIC”), which later became UGI. In 1889, UGI acquired UGIC’s property and assets, including the Lowe CWG patents. See Ex. 117 at 5726-27. The purchase of the Union Company’s charter allowed Pennsylvania-based UGI to acquire public utility companies in other states, including Connecticut, in order to profit from the installation of the CWG process. UGI soon expanded beyond gas into the electricity industry, which was poised to replace the gas industry as the dominant energy supplier in the United States. See Ex. 109 at 5228. By the early 1900s, UGI had moved past simply selling and promoting the CWG process, investing not only in gas companies and electric utilities, but trolley, railway and lighting companies as well. See Ex. 117 at 5728; Ex. 1049. In addition to acquiring an interest in other companies, UGI also directly leased and operated some MGPs, particularly in its home state of Pennsylvania. By 1902, UGI held interests in 45 companies that were providing gas and electric services across the country. See id. at 5745. While UGI’s investment strategy in the early twentieth century consisted of piecemeal acquisitions of smaller companies, UGI began to consolidate its acquisitions in the 1910s and 1920s. UGI would acquire several gas and electric companies in one market, which it would then consolidate under a public holding company in which UGI owned a majority stake. See Ex. 109 at 5229. Thus, consolidated public utility companies were born in New Jersey, Indiana, Connecticut, and Pennsylvania. See Ex. 117 at 5759. In the 1920s, UGI continued to diversify, entering the construction field through its subsidiary, the UGI Contracting Company. See Ex. 107 at 5301. In 1928, UGI created United Engineers and Constructors (“UE&C”), under which it consolidated the UGI Contracting Company and several other international construction firms. In its first year of existence, UE&C did $68 million worth of business, including projects in Argentina, Brazil, Hawaii, and Europe. See Ex. 117 at 5764. The company built steam-power plants, electric generating stations, railroad passenger and freight terminals, hospitals, prisons, offices, and apartments. More than half of its work was done for companies not associated with UGI. See id. UE&C’s business peaked in 1929, shortly before the Great Depression, and UGI sold its stake in the company in 1938, refocusing its investments in the public utility sector, which was less devastated by the Great Depression than many other industries. See id. at 5766. By 1935, UGI had acquired an interest in public utility companies in Arizona, Connecticut, Illinois, Indiana, Michigan, New Hampshire, New Jersey, Ohio, and Tennessee. In some cases, UGI’s subsidiaries were wholly owned; in other eases UGI owned a majority or minority interest in the companies. See Def.’s Post-Trial Brief [doc. # 134], Ex. 4. UGI’s investment in its subsidiaries was in addition to its direct operation of many MGPs across the country. At its financial peak in late 1940, UGI had assets of $846 million, was operating in 11 states, and held investments in four sub-holding companies, 38 electric and gas utilities, and 48 non-utility companies, including water, transit, ice, and cold-storage companies. See Ex. 117 at 5716. UGIC and later UGI entered the Connecticut public utility market in 1894, when it leased the Waterbury North MGP from the Waterbury Gas and Light Company. See Ex. 327 at 39813. In 1900, UGI acquired the majority of the voting stock of the Connecticut Lighting and Power Company (a different company from CL&P), which changed its name in 1901 to the Connecticut Railway and Lighting Company (“CR & L”). See Ex. 226. CR & L owned the Norwalk Gas Light Company, which owned and operated the Norwalk MGP. CL&P later acquired the leases to CR & L’s properties. See Ex. 1006 at 3611. UGI’s involvement with CL&P’s predecessor, the Rocky River Power Company (“RRPC”), began in 1917 when the Connecticut Electric Syndicate (“Syndicate”) acquired a majority interest in RRPC as well as several other public utility companies. These companies were then acquired by RRPC, which changed its name to CL&P. See id. UGI owned 80% of the Syndicate, having organized it in 1916 for the purpose of consolidating the public utility market in Connecticut. See id. In 1925, the Connecticut Electric Service Company (the “Service Company”) was organized and acquired all of the assets of the Syndicate in exchange for the issuance of common stock to the Syndicate. See id. Accordingly, CL&P became a subsidiary of the Service Company, which in turn became a subsidiary of the Syndicate. In February 1929, the Connecticut Electric Securities Company (the “Securities Company”) was organized and acquired all the assets of the Syndicate, which was then dissolved. Later that year, the Securities Company was merged into the Service Company, with CL&P as its subsidiary. By 1930, UGI owned 60% of the Service Company, which in turn wholly owned CL&P. See id. The Service Company was merged into CL&P in 1935, at which point stockholders of the Service Company, including UGI, became direct stockholders of CL&P. See id.; see also Ex. 327 at 39657-66. UGI divested its interest in CL&P in 1941. See Ex. 1006 at 3610. History of CL&P. CL&P was founded in 1905 as the Rocky River Power Company (“RRPC”). See Ex. 1012 at 10819. RRPC’s original charter only allowed the new company to utilize the power resources of the Rocky River, a small tributary of the Housatonic River. See id. However, RRPC’s founder, J. Henry Roraback, had plans to create a unified power system in western Connecticut. See Ex. 1009 at 1. He lobbied the Connecticut legislature for an expanded charter, which he obtained in 1909 and which brought him closer to accomplishing that goal. See id. The new charter allowed RRPC “to distribute power wholesale throughout the state, to construct dams on a stretch of the Housatonic in northwestern Connecticut, and to build mills and manufacturing plants in the same area.” Id. Yet, despite Mr. Roraback’s grandiose plans, he lacked the financial resources to carry out his unification plan until 1917, when RRPC was acquired by the Syndicate, a subsidiary of UGI. See Ex. 1012 at 10819; Ex. 1006 at 3611. Mr. Roraback is the central figure in CL&P’s- early history. A powerful person in Connecticut politics, Mr. Roraback was the chairman of the Republican Party in Connecticut from 1912 to 1937. See Ex. 1009 at 1-2. Although he never ran for political office, his political influence was legendary. See Ex. 1010 (“For 16 years Republican Boss John Henry Roraback ruled Connecticut.”). According to CL&P’s corporate history, Mr. Roraback’s “vision, judgment and ability were the key factors in the founding and successful expansion of the Company.” Ex. 1012 at 10821. For instance, in 1911, he drew a power map of the state that was so well conceived that when the power grid was built years later, it matched his original plans almost exactly. See Ex. 1011 at 1. Today he is hailed as the “builder and founder of the CL&P system.” Ex. 1012 at 10821. In 1917, with financial assistance from UGI, RRPC acquired the property and franchises of several other public utility companies in Connecticut and changed its name to CL&P. See id. UGI advanced CL&P $10 million in cash for these acquisitions and made it possible for the company to obtain credit for another $3 million. See Ex. 1012 at 10820. By 1921, CL&P had repaid its debts to UGI and thereafter financed its requirements through bond sales and loans from entities other than UGI. See id. Mr. Roraback became the vice-president and director of the newly consolidated CL&P, later serving as president of the company from 1925 until his untimely death in 1937. See Ex. 1566. Other important figures in CL&P’s early corporate history include C.L. Campbell, who served as a CL&P director from 1923 to 1950 and as president of the company from 1937 to 1948; I.W. Day, who served as a director and vice-president from 1917 to 1939; and R.H. Knowlton, who served as a vice-president of the company from 1927 to 1948. See Ex. 1004 (summarizing biographies of CL&P directors and officers). CL&P had become the largest public utility in Connecticut by 1921 and continued to grow steadily in the 1920s and 1930s. See Ex. 1009 at 2. For example, while the company had only 43,436 customers in 1917, by 1937 CL&P had grown to having 160,790 customers and more than $15 million in revenue. See Ex. 1011 at 2. The company had also grown to 2,300 employees. See id. CL&P continued to acquire other public utility companies, and by 1941, it owned and operated the properties of 57 former public utility companies in Connecticut. See Ex. 1006 at 3611. It was during this time period that CL&P acquired a direct or indirect interest in (or in some cases became the sub-lessee of) the nine MGPs in question: Norwalk (1917), Meriden Cooper Street (1926), Bristol (1927), Middletown (1927), Putnam (1929), Waterbury South (1931), Winsted Gay Street (1931), Rockville (1935), and Willimantic (1935). UGI Oversight. UGI oversaw its investments in Connecticut, including CL&P, in a number of ways, each of which the Court will say more about later in its section detailing its conclusions of law. First, UGI maintained a presence on the Board of Directors of the various holding companies that owned CL&P and on CL&P’s own Board of Directors. CL&P’s Board kept detailed minutes, which were admitted into the record. See Ex. 1125-1204. The Board also created a series of committees and sub-committees, such as CL&P’s Executive Committee, that were responsible for managing all aspects of its business. See, e.g., Ex. 1288, 1289, 1300, 1318, 1409. UGI never represented a majority of the directors on these Boards. See Ex. 1013,1014. UGI also kept track of its investments— in Connecticut and elsewhere — through a series of oversight committees — the Managing Committee and Works Committee (1889-1904), the Executive Committee (1904-1923), the Operating Committee (1923-1927), the Management Committee and the Committee on Operation and Maintenance (1927-1929), and the Second Executive Committee (1929-1943). See Ex. 1074, 1078, 1118, 1076, 1329. These committees provided recommendations to the subsidiaries’ boards, shared UGI expertise and best practices, and approved budgets and large capital expenditures. UGI also conducted (or least aspired to conduct) periodic financial audits of its subsidiaries, surveying accounting records, verifying cash, confirming collections, and verifying inventories. See Ex. 119 at 5604. In addition, UGI held annual Superintendent Conferences where representatives from UGI’s subsidiaries would gather to discuss the manufactured gas business and participate in an “exchange of ideas.” Ex. 2152. The agenda for these conferences included commercial topics such as the solicitation of new business and engineering topics such as research and development. See Ex. 1638. The annual conferences resulted in a series of “Engineering and Operating Notes,” in which best practices were outlined and local practices were compared. See Ex. 2059, 2060, 2155. As Dr. Shifrin admitted at trial, UGI began publishing its “Operating Notes” for industry-wide distribution as early as 1911. See Tr. Transcript at 67. Finally, UGI provided consulting services to its subsidiaries. Prior to 1927, UGI provided these services to CL&P and other subsidiaries on an informal basis, but in 1927, UGI and CL&P entered into a Management Services contract for the provision of consulting services. See Ex. 409 at 39889. This contract was similar to those that UGI entered into with other subsidiaries, except that CL&P’s fee was capped originally at $60,000 a year and later reduced to $20,000 a year. See Ex. 1517. Under the Management Services contract, UGI offered CL&P a wide variety of services, including accounting, legal, purchasing, and public relations services. See Ex. 1052 at 18842. According to the terms of the contract, UGI provided these services to CL&P when requested and always remained under the supervision of CL&P’s Board of Directors. See id. at 18864. There is evidence that CL&P did avail itself of UGI’s services, at least in certain cases. For instance, UGI negotiated bulk oil and gas purchasing agreements for its subsidiaries. See, e.g., Ex. 120 at 12919. UGI’s Divestiture from CL&P. By the late 1920s, the gas and electric industry had been largely consolidated into several sizable holding companies, of which UGI was among the biggest. This concentration of power, as well as some well-publicized abuses committed by public utility holding companies, caught the attention of the Federal Trade Commission (“FTC”) and Congress. This scrutiny ultimately resulted in a 1928 Senate resolution requiring the FTC to prepare detailed reports on “the actual investments, financial transactions, business operations, earnings and other economic results of electric power and gas utility companies, their holding companies, and their associated or affiliated companies.” Ex. 157 at 38050. The FTC conducted its investigations and issued several reports on UGI and its subsidiaries, including reports authored by Edwin T. Harris, see Ex. 157, and Lewis G. Pritchard, see Ex. 160. These reports led to Congressional hearings and finally, the passage of the Public Utility Holding Company Act of 1935 (“PUHCA”). See 15 U.S.C. § 79b(ll)(b)(l) (repealed Aug. 8, 2005). The PUHCA limited public utility holding companies’ operations to a single regional utility system which, in UGI’s case, consisted of the tri-state area of Delaware, Pennsylvania, and northern Maryland. See United Gas Improvement Co. v. SEC, 138 F.2d 1010, 1015 (3d Cir.1943). Under the supervision of the Securities and Exchange Commission (“SEC”), UGI was required to sell its subsidiaries in nine states, including Connecticut. UGI divested from CL&P in April 1941. See Ex. 1006 at 3610. By 1953, UGI was no longer a holding company and had instead become an operating company whose operations were limited to eastern Pennsylvania. Thus, with the exception of Norwalk, for which there is a dispute about an earlier time period of potential control, Plaintiffs’ claims are limited to facilities that were acquired between 1917, when UGI acquired an indirect majority interest in CL&P, and 1941, when UGI divested from CL&P. The Court now turns to these claims. II. Congress enacted CERCLA in 1980 to promote the “timely cleanup of hazardous waste sites and to ensure that the costs of such cleanup efforts were borne by those responsible for the contamination.” Burlington Northern & Santa Fe Rwy. Co. v. United States, U.S. -, 129 S.Ct. 1870, 1874, 173 L.Ed.2d 812 (2009) (citing Consolidated Edison, 423 F.3d at 94) (quotation marks omitted). To that end, CERCLA imposes strict liability for environmental contamination upon several broad categories of potentially responsible persons, one of which includes the “owner and operator” of the facility. See 42 U.S.C. § 9607(a)(1). As explained above, Plaintiffs seek to hold UGI liable for a portion of the clean-up costs as a former “operator” of the nine MGPs at issue. A. In United States v. Bestfoods, 524 U.S. 51, 118 S.Ct. 1876, 141 L.Ed.2d 43 (1998), the Supreme Court set out to answer the following question: “whether a parent corporation that actively participated in, and exercised control over, the operations of a subsidiary may, without more, be held liable as an operator of a polluting facility owned or operated by the subsidiary.” Id. at 55, 118 S.Ct. 1876. The Supreme Court answered that question “no, unless the corporate veil may be pierced.” Id. However, the Court also held that a “corporate parent that actively participated in, and exercised control over, the operations of the facility itself may be held 'directly liable in its own right as an operator of the facility.” Id. The case before this Court turns on what it means to “actively participate[ ] in, and exercise[ ] control over, the operations of the facility itself.” Fortunately, the Supreme Court in Bestfoods gave lower courts considerable assistance in applying that principle, and since that guidance is so central to resolution of the issues in this case, the Court has taken particular pains to set it out at great length. It is well to recall that in Bestfoods, the Supreme Court began its analysis of parental liability with this statement: “It is a general principle of corporate law deeply ingrained in our economic and legal systems that a parent corporation (so-called because of control through ownership of another corporation’s stock) is not liable for the acts of its subsidiaries.” Id. at 61, 118 S.Ct. 1876 (quotation marks omitted). Thus it is hornbook law that the exercise of the control which stock ownership gives to the stockholders ... will not create liability beyond the assets of the subsidiary. That control includes the election of directors, the making of bylaws ... and the doing of all other acts incident to the legal status of stockholders. Nor will a duplication of some or all of the directors or executive officers be fatal. Id. at 61-62, 118 S.Ct. 1876 (quotation marks and citations omitted). Though acknowledging that respect for corporate distinctions when the subsidiary is a polluter has been criticized, the Supreme Court observed that “nothing in CERCLA purports to reject this bedrock principle, and against the venerable common-law backdrop, the congressional silence is audible.” Id. at 62, 118 S.Ct. 1876. Thus, the Court noted that “when (but only when) the corporate veil may be pierced, may a parent corporation be charged with derivative CERCLA liability for its subsidiary’s actions.” Id. at 63-64, 118 S.Ct. 1876 (quotation marks omitted). Nevertheless, the Supreme Court also recognized that a parent corporation could be held directly liable under CERCLA for its own actions in operating a facility owned by its subsidiary. See id. at 65,118 S.Ct. 1876. For under CERCLA’s plain language, anyone who operates a polluting facility may be liable directly for that pollution, regardless of whether that person is “the facility’s owner, the owner’s parent corporation or business partner, or even a saboteur who sneaks into the facility at night to discharge its poisons out of malice.” Id. As the Supreme Court acknowledged, the difficulty comes in defining actions sufficient to constitute direct parental operation. Under CERCLA, the Court said, an operator is simply someone who “directs the workings of, manages, or conducts the affairs of a facility.” Id. at 66, 118 S.Ct. 1876. However, to “sharpen the definition” still further, the Court held that the “operator must manage, direct, or conduct the operations specifically related to pollution, that is, operations having to do with the leakage or disposal of hazardous waste, or decisions about compliance with environmental regulations.” Id. at 66-67, 118 S.Ct. 1876 (emphasis added); see also Miami-Dade County v. United States, 345 F.Supp.2d 1319, 1342 (S.D.Fla.2004) (“[Tjhis Court must examine the actions of the United States to determine whether such actions constitute direction or management of operations as specifically related to pollution.”). In resolving whether a parent corporation manages, directs, and conducts the operations of a facility that relate to pollution, courts should focus on the parent’s interaction with the subsidiary’s facility, and not on the relationship between the two corporations. As the Supreme Court put it, “[t]he question is not whether the parent operates the subsidiary, but rather whether it operates the facility, and that operation is evidenced by participation in the activities of the facility, not the subsidiary.” Bestfoods, 524 U.S. at 68, 118 S.Ct. 1876; see also id. at 71, 118 S.Ct. 1876 (“[T]he verb ‘to operate’ ... obviously mean[s] something more than mere mechanical activation of pumps and valves, and must be read to contemplate ‘operation’ as including the exercise of discretion over the facility’s activities.”). Thus, control of the subsidiary, if it is extensive enough, may give rise to indirect liability via piercing of the corporate veil, but it does not give rise to direct liability as an operator under CERCLA. The Supreme Court therefore distinguished between direct operator liability and indirect derivative liability. See Bestfoods, 524 U.S. at 70, 118 S.Ct. 1876; see also Basic Mgmt., Inc. v. United States, 569 F.Supp.2d 1106, 1117 (D.Nev.2008). The Court particularly faulted the district court in Bestfoods for blurring that distinction by focusing on the relationship between the two corporations and the fact that certain individuals who held offices with the parent corporation also held offices with the subsidiary and made decisions at the subsidiary. That fact, the Court emphasized several times, was entirely appropriate and could not aloné “serve to expose the parent corporation to liability for its subsidiary’s acts.” Bestfoods, 524 U.S. at 69, 118 S.Ct. 1876 (“[C]ourts generally presume that the directors are wearing their subsidiary hats and not their parent hats when acting for the subsidiary (quotation marks and citation omitted); id. at 70, 118 S.Ct. 1876 (“[I]f the evidence of common corporate personnel acting at management and directorial levels were enough to support a finding of a parent corporation’s direct operator liability under CERCLA, then the possibility of resort to veil piercing ... would be academic.”); id. (“[A] participation-and-control test looking to the parent’s supervision over the subsidiary, especially one that assumes that dual officers always act on behalf of the parent, cannot be used to identify operation of a facility resulting in direct parental liability.”). For, as the Supreme Court recognized, “directors and officers holding positions with a parent and its subsidiary can and do change hats to represent the two corporations separately despite their common ownership.” Id. at 69, 118 S.Ct. 1876 (quotation marks omitted); see, e.g., Atlanta Gas, 463 F.3d at 1205 (“[Ajctivities of a parent with respect to its subsidiary consistent with corporate norms should not give rise to liability under CERCLA.”); Sehiavone v. Pearce, 77 F.Supp.2d 284, 291 (D.Conn.1999) (“The evidence presented ... is consistent with the traditional and typical relationship between a parent and subsidiary [and] is insufficient to establish that Union Camp managed, directed or conducted operations specifically related to the pollution at the North Haven plant.”). Instead, the Supreme Court held, lower courts must look to the parent corporation’s exercise of control over activities at the facility that relate to pollution. The Supreme Court identified three circumstances in which a parent might be held liable for the direct operation of its subsidiary’s facilities: * first, “when the parent operates the facility in the stead of its subsidiary or alongside the subsidiary in some sort of a joint venture”; * second, when a dual officer or director departs so far from the norms of parental influence; and * third, when “an agent of the parent with no hat to wear but the parent’s hat” manages or directs activities at the facility. Bestfoods, 524 U.S. at 71, 118 S.Ct. 1876; see, e.g., Atlanta Gas, 463 F.3d at 1205 n. 6; Consolidated Edison, 310 F.Supp.2d at 604-05; BP Amoco Chem. Co. v. Sun Oil Co., 166 F.Supp.2d 984, 990 (D.Del.2001). Recognizing that identifying such circumstances requires difficult line-drawing, the Supreme Court returned to the usual norms of corporate behavior, which are “crucial reference points” and remain undisturbed by any CERCLA provision. Bestfoods, 524 U.S. at 71, 118 S.Ct. 1876; see Consolidated Edison, 153 Fed.Appx. at 751; New York v. National Serv. Indus., Inc., 460 F.3d 201, 208 (2d Cir.2006) (noting that in Bestfoods the Supreme Court looked to general hornbook law on corporate liability). “Activities that involve the facility but which are consistent with the parent’s investor status, such as monitoring of the subsidiary’s performance, supervision of the subsidiary’s finance and capital budget decisions, and articulation of general policies and procedures, should not give rise to direct liability.” Bestfoods, 524 U.S. at 72, 118 S.Ct. 1876 (quotation marks omitted). According to the Court, the critical question in any case is, therefore, “whether, in degree and detail, actions directed to the facility by the agent of the parent alone are eccentric under accepted norms of parental oversight of a subsidiary’s facility.” Id. B. In the case before this Court, Plaintiffs make no claim under the second and third scenarios of parental control hypothesized by the Supreme Court in Bestfoods. Instead, this case is about the first scenario — more specifically, whether UGI operated the Norwalk facility in the stead of its subsidiaries, and whether UGI operated the remaining eight facilities alongside CL&P in “some sort of a joint venture.” The contours of Bestfoods’s “some sort of a joint venture” standard — which was borrowed from the Sixth Circuit — is not entirely clear and certainly has not been clarified by the Second Circuit. Plaintiffs contend that this is a broad and flexible standard indicated by a joint undertaking featuring control over the facility. See Pis.’ Posh-Trial Brief [doc. # 133] at 8-9. They point out that under Connecticut law, a joint venture is a special combination of two or more persons who combine their property, money, and skill to seek a profit jointly in a single business enterprise without any actual partnership or corporate designation. See id. UGI, by contrast, argues that at a minimum, this standard should not flow from normal parental oversight of the subsidiary, but rather should require actual parental operation of the facility relating to pollution and not merely control of the subsidiary itself. See Def.’s Post-Trial Brief [doc. # 134] at 12-13. New cases have discussed at length the “some sort of a joint venture” language in Bestfoods. Some courts have required the parent and subsidiary to enter into a joint venture agreement of" some kind. Explaining this requirement, the Delaware District Court stated that “[i]f alleging the existence of an undocumented joint venture were sufficient to state a claim for direct operator liability of a parent corporation under CERCLA, the requirement that a plaintiff pierce the corporate veil to give rise to indirect liability of a parent corporation under CERCLA would be rendered useless.” BP Amoco Chem. Co., 166 F.Supp.2d at 994. Indeed, on remand from the Supreme Court in Bestfoods, the district court refused to find operator liability on a joint venture theory because, in part, there was no joint venture agreement between the parent and subsidiary. See Bestfoods v. Aerojet-General Corp., 173 F.Supp.2d 729, 754 (W.D.Mch.2001). Other courts have looked to whether the plaintiff has established the typical badges of a joint venture under common law, such as intént to form a joint venture as evidenced by an agreement, the sharing of profits and losses, and joint or shared control of the facility. See Miami-Dade, 345 F.Supp.2d at 1351. Still other courts have looked to whether the parent’s actions directed toward the facility (and specifically related to pollution) were eccentric under usual corporate norms. See, e.g., Basic Mgmt., 569 F.Supp.2d at 1116. In MiamiDade, the court also held that the absence of a document reflecting the parties’ relationship placed a particularly heavy burr den on the plaintiff to demonstrate the existence of a joint venture, reasoning that business relationships such as a joint venture are not “entered into in a casual manner.” 345 F.Supp.2d at 1351. While it remains unclear precisely what the Supreme Court had in mind in crafting the phrase “some sort of a joint venture,” the Court is satisfied that Bestfoods did not intend to require the existence of all the formal requisites of a joint venture under the common law. Justice Souter, who wrote Bestfoods, chose his words carefully and it can be no accident that he chose the locution “some sort of a joint venture,” as opposed to a “joint venture.” Therefore, the Court concludes that this standard is somewhat more flexible than the common law definition of a joint venture. On the other hand, it is apparent from Bestfoods that the “some sort of a joint venture” standard cannot be used to eviscerate the portions of the opinion that went to great lengths to emphasize that the usual, or non-eccentric, relationship between a parent corporation and its subsidiary — including budget, bylaw and ordinary investor control, overlapping officers and directors, and articulation of general policies and practices — is insufficient to impose direct operator liability. The reality is that parent corporations will ordinarily be involved in the affairs of their subsidiaries and that involvement will — at a minimum — indirectly affect the subsidiary’s facilities. See Lucia Silecchia, Pinning the Blame & Piercing the Veil in the Mists of Metaphor: The Supreme Court’s New Standards for CERCLA Liability of Parent Companies and a Proposal for Legislative Reform, 67 Fordham L.Rev. 116,177 (1998). Yet, that type of ordinary parental involvement with the subsidiary cannot be a basis for imposing direct operator liability under Bestfoods. See Commander Oil Co. v. Bario Equip. Co., 215 F.3d 321, 329 (2d Cir.2000) (refusing to conflate the concepts of “owner” and “operator”). Nor can the “some sort of a joint venture” standard be used to undermine the Supreme Court’s requirement that operator liability must hinge on direct management and control over the aspects of the facility that involve pollution. Recognizing that divining precisely what the phrase “some sort of a joint venture” means is a hazardous task, this Court nonetheless believes that the Supreme Court appears to have envisioned some form of joint undertaking or effort by the subsidiary and the parent together to manage, direct, and conduct the affairs of the facility (specifically as it relates to pollution) that is markedly different from the usual and accepted norms for parental oversight over a subsidiary’s facility. See, e.g., Pinal Creek Group v. Newmont Mining Corp., 352 F.Supp.2d 1037, 1041-42 (D.Ariz.2005) (“[Ejvidence of the corporate norms is critical because the acts of direct operation that give rise to parental liability must necessarily be distinguished from the interference that stems from the normal relationship between parent and subsidiary.”) (quotation marks omitted); BP Amoco, 316 F.Supp.2d at 171 (rejecting operator liability because plaintiff failed to prove that the parent company’s employee’s activities were “eccentric under accepted norms of parental oversight of a subsidiary’s facility”). This interpretation of the Supreme Court’s construct comports with the balance of Bestfoods and is consistent with the manner in which the Sixth Circuit itself described the test embraced by the Supreme Court. See Cordova Chem. Co., 113 F.3d at 579 (“[A] parent might ..., as a sort of joint venturer, actually operate the facility alongside its subsidiary.”). Under that standard, therefore, a formal agreement describing the parent’s and subsidiary’s responsibilities with respect to the facility would be useful to an understanding of the respective roles of the parent and subsidiary. But it is not required if the facts otherwise show parental operation of the facility alongside the subsidiary in a manner that is eccentric or dramatically inconsistent with accepted corporate norms for parental control of a subsidiary’s facility. See Marsh v. Rosenbloom, 499 F.3d 165, 182 (2d Cir.2007) (“Bestfoods ... clearly admonishes courts to refrain from creating CERCLA-speeific rules in the face of applicable long-standing common law principles.”). With that standard of “some sort of a joint venture” in mind, the Court now turns to applying Bestfoods to the facts of this case. III. While nodding to the facts relating to individual facilities, Plaintiffs have focused most of their attention on what they claim is the overall control by UGI of its subsidiaries, including CL&P. Their approach is understandable in light of the fact, discussed below, that there is very little, if any, evidence that UGI managed, controlled, and directed operations at individual MGPs in Connecticut. Plaintiffs contend that inquiry into the general relationship between UGI and its subsidiaries remains important, despite statements in Bestfoods to the contrary. The Court is skeptical of Plaintiffs’ claims, since Bestfoods emphatically directs lower courts’ attention to the relationship between the parent corporation and the subsidiary’s facility, not the relationship between the parent and the subsidiary itself. As the Supreme Court put it, “[t]he question is not whether the parent operates the subsidiary, but rather whether it operates the facility, and that operation is evidenced by participation in the activities of the facility, not the subsidiary.” Bestfoods, 524 U.S. at 68, 118 S.Ct. 1876. Nevertheless, since the Supreme Court also indicated that eccentricity or adherence to ordinary corporate norms remains a touchstone of the Bestfoods operator inquiry, the Court begins its discussion with an examination of the overall relationship between UGI and CL&P, as well as the subsidiaries that owned the Nor-walk facility before CL&P. The Court concludes, and finds as a fact, that there was nothing eccentric, or contrary to ordinary corporate norms as recognized in Bestfoods, in the relationship between UGI, the parent, and its subsidiary CL&P, or the subsidiaries that owned the Norwalk MGP before CL&P. A. The Court will begin with the Norwalk MGP, which has a relatively complex ownership history. See Ex. 1095 (summarizing ownership history of Norwalk MGP). UGI began its involvement with the Norwalk MGP in 1900, when UGI acquired a majority of the voting stock of the Connecticut Railway and Lighting Company (“CR & L”), which owned the Norwalk Gas Light Company, which, in turn, owned the Nor-walk MGP. See Ex. 333, 1111, 1593. In 1906, CR & L leased the Norwalk property to the Consolidated Railway Company (“Consolidated”). See Ex. 1006 at 3610. Thereafter, in 1910, the New York, New Haven & Hartford Railroad (“NYNHHR”), a successor in interest to Consolidated, assigned to the Housatonic Power Company “all of the franchises demised to ... Consolidated ... by [CR & L] by [the December 19, 1906 sublease].” Ex. 2233 at 51883. The Norwalk MGP was included in the properties assigned to Housatonic in 1910. In 1911, NYNHHR and Housatonic subleased the Norwalk MGP to United Electric Light & Water Company (“United”), once again a company in which UGI had no ownership interest. See Ex. 1006. In late 1916, UGI acquired an interest in United. On August 9, 1917, the Syndicate, a subsidiary of UGI, acquired an interest in several companies, including United and Housatonic. See id. Thereafter, the property and franchises of all of the companies conveyed to the Syndicate were transferred to CL&P’s predecessor, RRPC. See id. From 1917 to 1941, the Norwalk Gas Light Company was subleased and operated by CL&P. There is little question that the Norwalk MGP was not operated by UGI during the period 1906-1917, and Plaintiffs’ counsel effectively acknowledged as much at oral argument. From 1906 to 1917, the Nor-walk MGP was leased or subleased to corporations over which UGI had no ownership interest, and Plaintiffs concede that the Norwalk MGP is not discussed in any UGI Board or Committee minutes during that time period. See Ex. 2035, 2036. Given the extensive discussion of other facilities in the UGI minutes from 1906-1917, the absence of any discussion of the Norwalk MGP is — in the words of Best-foods — “audible.” There simply is no evidence whatsoever that UGI operated the Norwalk MGP from 1906-1917, either alone or in concert with any subsidiary or other company, and the Court so finds. That leaves two further periods for discussion — (1) the period from 1900 to 1906, when UGI owned CR & L, which in turned owned the Norwalk Gas Light Company, which operated the Norwalk MGP; and (2) the period from 1917-1941 when CL&P operated the MGP. The Court will discuss the 1917-1941 time period in connection with its general discussion of CL&P. As for the 1900-1906 time period, Plaintiffs contend that the charters for UGI’s Works Committee, which operated from 1888 to 1904, and Executive Committee, which operated from 1904 to 1923, show an extraordinary level of involvement by UGI in the affairs of its subsidiaries and their facilities. The minutes of the Works Committee no longer exist, and Plaintiffs would like the Court to speculate about what the Works Committee discussed and how it controlled the Norwalk MGP based upon the descriptions of the Committee’s charge and newspaper articles describing, in general, UGI’s oversight of its properties. The Court declines to engage in the speculation Plaintiffs request. In the absence of any evidence of UGI’s management or control of the Norwalk MGP from 1900 to 1904, the Court cannot, and will not, invent it out of thin air. The Executive Committee minutes do contain some references to actions undertaken at Norwalk by the UGI Board or the Executive Committee between 1904 and 1906, but these actions all concern tracking requisitions and expenditures, certainly not operations or pollution at the site, and do not translate into UGI control of the Norwalk MGP during that time period. See Ex. 2036 (summarizing all actions of Executive Committee regarding Norwalk MGP). The Executive Committee’s actions are in accord with UGI President Thomas Dolan’s letter in 1900, in which he states that CR & L will conduct the business of the Norwalk Gas Light Company, but that CR & L’s “operation and management will be under the supervision of The United Gas Improvement Company.” Ex. 332. Such supervision, particularly with respect to requisitions and capital expenditures, is consistent with UGI’s role as a parent corporation. See Bestfoods, 524 U.S. at 72, 118 S.Ct. 1876 (holding that “supervision of the subsidiary’s finance and capital budget decisions” is consistent with parent status); see also Schiavone, 77 F.Supp.2d at 292 (review and approval of capital budget, including pollution control equipment, does not demonstrate direct management of operations related to pollution). There is no question that particularly in the early years of its existence, UGI kept a close watch on its subsidiaries and properties. However, the Court does not find UGI’s level of oversight over the Connecticut companies, or the Norwalk MGP in particular, eccentric or beyond the norms of corporate behavior. Unlike at the Waterbury North MGP, UGI did not have its own employee act as superintendent of the Norwalk MGP. Moreover, the local subsidiaries were run by their own Boards of Directors, and Plaintiffs have not submitted any evidence to show that those Directors did not manage, control, and operate the subsidiaries’ facilities, albeit under the general supervision of UGI. In 1902, President Dolan, described UGI’s business model as follows: The direct control and active management of the various companies in which your company is a shareholder are vested with their respective Boards of Directors, and each company has a complete official organization of its own. But the Works Committee passes favorably upon all property improvement and extensions and contracts for supplies, before they are authorized ... We are therefore in constant and close touch with [the] management [of the subsidiaries] without in any sense making our company liable to the name of ‘Trust.’ ... [T]hrough such a system as outlined above there can be and is co-operation in improving details of management, and each company in which The United Gas Improvement Company is a shareholder has the benefit of the advice of that company’s experts ... Ex. 1017. That form of oversight — -which does exhibit close scrutiny by the parent— is not eccentric and merely reflects UGI’s status as a stockholder that wanted to watch where its money was invested. In Consolidated Edison, the district court considered largely the same record evidence regarding UGI’s oversight of certain New York subsidiaries and rightly rejected the argument that this evidence showed UGI’s management and control of facility operations. See Consolidated Edison, 310 F.Supp.2d at 608 (“UGI’s approval of WLC expenditures falls within the parameters of the parent-subsidiary relationship.”). The Second Circuit affirmed the district court in language that aptly applies to this case as well: Largely for the reasons identified by the district court, we conclude that Con Ed has pointed to no evidence that would allow a reasonable jury to conclude that UGI managed, directed, or conducted operations specifically related to pollution, that is, operations having to do with the leakage or disposal of hazardous waste, or decisions about compliance with environmental regulations. Its evidence, in general, consists of (1) overlapping officers and directors between parent and subsidiary, (2) close parental control of the subsidiaries’ expenditures, and (3) UGI’s enthusiasm for its subsidiaries to use its patented gas machinery. No evidence, however, rebuts the presumption that dual officers and directors can faithfully serve both parent and subsidiary. No evidence is inconsistent with UGI’s (or American Gas’s) role as an investor in its subsidiaries. In other words, no evidence would allow a reasonable jury to find that the conduct of UGI or American Gas meets the Best-foods standard.... 153 Fed.Appx. at 752. It is true that the Second Circuit is not bound by its summary orders. However, there is no reason (and Plaintiffs have not presented any) for this Court to ignore the appellate court’s determination that UGI did not, as a matter of law, operate its subsidiaries’ facilities when that determination was made on essentially the same evidence presented to this Court. As the district court noted in Atlanta Gas, “[c]ourts have made clear ... that review and approval of capital budgets or physical improvements, including those involving contamination-related equipment, are consistent with a traditional parent-subsidiary relationship.” 2005 WL 5660476, at * 11; see also Bestfoods, 524 U.S. at 72, 118 S.Ct. 1876. Therefore, the Court finds as a fact that UGI did not operate the Norwalk facility between 1900 and 1906, either in the stead of its subsidiaries or in some sort of a joint venture alongside its subsidiaries. B. In addition to the Norwalk MGP, a number of other companies that operated MGPs in Connecticut were acquired by the Service Company in the 1920s and then ultimately merged into CL&P. The Court finds as a fact that there was nothing eccentric or abnormal about UGI’s interaction or involvement with CL&P, or the MGPs owned by CL&P, from 1917 to 1941. For one, CL&P had its own officers. J. Henry Roraback, the “builder and developer of the CL&P system,” Ex. 1011, was never employed by UGI nor served as a UGI officer or director. By all accounts, Mr. Roraback was an independent spirit and forceful presence on the Connecticut scene. It is difficult in the extreme to believe that he was controlled by others, and certainly no evidence submitted to this Court suggests that. Tellingly, while CL&P’s corporate history pays extensive tribute to Mr. Roraback’s contributions to the company, UGI is hardly mentioned at all. The Court finds that this was not an oversight by the company historians, but rather a recognition that CL&P employees did in fact manage, control, and operate its facilities and control its own destiny. Likewise, C.L. Campbell who served CL&P from its inception in 1917 as secretary-treasurer, later as vice-president and ultimately, as president (succeeding Mr. Roraback), was never employed by UGI; nor did he ever serve as a UGI officer or director. From the founding of CL&P, I.W. Day served as CL&P’s Vice President of Operations, the person in charge of management and operation of the MGPs. He, too, was never employed by UGI or served as an officer or director of UGI. Robert Knowlton stayed with the company long after UGI divested from CL&P, eventually becoming its president in 1948. CL&P also had its own Board, which consisted of between nine and sixteen directors, many of whom were pillars of Connecticut industry. These Board members owed duties to all of CL&P’s shareholders, not just to UGI, which owned only about sixty percent of the company’s stock (though at first, UGI’s interest was indirect through the Service Company and the Syndicate). At no time from CL&P’s inception until 1941 did the UGI directors constitute a majority of the CL&P Board. See Ex. 1013, 1014. In fact, the record shows that UGI’s nominees to the CL&P Board rarely attended CL&P Board meetings, which generally were held in Connecticut or New York, not Philadelphia, where UGI was based. Indeed, CL&P’s President, C.L. Campbell, in his history of the company, noted that UGI never voted its stock in its favor over the interests of CL&P: [S]o long as The United Gas Improvement Company had owned stock in this Company it had not voted its stock by the personal presence of any of its officers at a meeting, that it had always sent its proxy to be voted by officers of this Company or Directors not subject to its influence, that it had never voted its stock in favor of the election of a majority of Directors subject to its influence but had favored the election of a majority of Directors who favored a local control of the Company. He also stated that on no occasion had any contest over an election of Directors arisen and that since May 29, 1935, when questions of public interest had arisen — such as mergers — the approval of the Public Utilities Commission was obtained before The United Gas Improv