There is a fairly customary practice in real estate development and construction intended to take advantage of the liability protections afforded by the Uniform Limited Liability Company Act. The practice is very...more
As government contractors, the business universe is likely filled with familiar acronyms. However, one may not be as familiar with the meaning behind the alphabet letters that comprise the different business entities in the...more
The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified.
At least five MLP M&A transactions have been...more
In This Presentation:
- Typical Fund Structure
- Typical Fund Waterfall
- Fund Economics- Nuances
- LPA Provisions
- Fund Due Diligence
- Legal Landscape
One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more
MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders.
In the first half of 2014, master limited partnership (MLP) mergers and...more
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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