The Office of Chief Counsel of the Internal Revenue Service (the "IRS") recently issued internal guidance in the form of a Chief Counsel Advice (the "CCA") indicating that the IRS has taken the position that the "limited...more
In this memorandum opinion resolving cross-motions for summary judgment, the Court of Chancery dismissed in part claims challenging a drop-down sale governed by a limited partnership agreement that supplanted fiduciary duties...more
Suddenly, the advance sheets show a wave of litigation targeting private equity funds. See, e.g., Guippone v. BH S&B Holdings LLC, 737 F3d. 221 (2d Cir. 2013) (private equity funds potentially liable for WARN Act liability);...more
In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms:
• General Partnership
In a previous article titled “Are Membership Interests in LLCs Securities Under Oregon Law?”, we considered the application of investment contract theory to determine whether interests in member-managed limited liability...more
Are general partnership agreements for oil and gas exploration considered “securities” governed by federal securities regulations?
The U.S. Court of Appeals for the 10th Circuit thinks they could be. In SEC v. Jeffory...more
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms:
Canadian business laws are well developed. Several different types of business structures are available in Canada. Each features unique advantages and disadvantages.
Business Corporations -
The corporation is the...more
Having reviewed Canada’s renewable energy policies and assessed its price stability, investors, developers and manufacturers from around the world are choosing to enter the Canadian renewable energy market. The process of...more
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