News & Analysis as of

Limited Partnership Agreements

Notable Delaware Decisions: First Quarter 2017

by BakerHostetler on

The Delaware Chancery Court and Delaware Supreme Court were busy during the first quarter of 2017, handing down decisions touching on: Required disclosure in a variety of settings – for standard-of-review “cleansing”...more

Delaware Supreme Court Redefines Contractual Good-Faith Standard and Cautions Limited Partners That Their Obligations Under the...

by McCarter & English, LLP on

Brinckerhoff v. Enbridge Energy Company Inc., Del. Supr., No. 273, 2016 (Mar. 20, 2017; revised Mar. 28, 2017) is the fifth opinion issued by the Delaware courts relating to the joint venture between Enbridge, Inc....more

Court Of Chancery Explains What Are Direct Claims For An LP

by Morris James LLP on

It matters whether a claim may be characterized as a direct claim belonging to the owners of an entity or as a derivative claim that may only be brought in the name of the entity. This decision explains which is which in the...more

Delaware Supreme Court Reverses Dismissal Of LPA Breach Claims, Holding General Exculpatory Provisions Did Not Preclude Claims For...

by Shearman & Sterling LLP on

On March 20, 2017, the Supreme Court of Delaware reversed the Court of Chancery’s dismissal of a lawsuit challenging a transaction between affiliated entities. Brinckerhoff v. Enbridge Energy Co., No. 273, 2016 (Del. Mar....more

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

by Morris James LLP on

Agreements for limited partnerships, in particular for publicly-traded master limited partnerships, are notoriously complicated and often hard to understand, so much so that two of the state’s judges co-wrote a detailed...more

Court of Chancery Addresses Claims Involving Distributions In The Alternative Entity Context

by Morris James LLP on

The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more

SEC Finds that Private Equity Fund Adviser Acted as Unregistered Broker

On June 1, 2016, the Securities and Exchange Commission (“SEC”) announced that a private equity fund advisory firm and its owner agreed to pay more than $3.1 million to settle charges that they engaged in brokerage activity,...more

A Commonsense Explanation of the SEC’s Regulation of Private Investment Funds

The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...more

Breach of Fiduciary Duty Claim Subsumed by Breach of Contract Claim

by Morris James LLP on

Defendants are often faced with complaints that assert multiple causes of action arising from the same set of facts and circumstances. A prime example of such a complaint is presented in CIM Urban Lending v. Cantor Commercial...more

SBA Announces SBIC Model Limited Partnership Agreement Version 3.0

by McGuireWoods LLP on

The U.S. Small Business Administration (SBA) announced posting of the Model Debenture SBIC Limited Partnership Agreement 3.0....more

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

by Proskauer Rose LLP on

District Court finds affiliated funds acted in de facto partnership which controlled portfolio company; Decision may be significant in making private equity acquisition structuring choices. As we previously reported, in...more

Fund Founder, Chief Legal Officer and Controller Sanctioned by SEC

by Dorsey & Whitney LLP on

The founder of a venture capital fund, assisted by its chief legal officer and controller, took more money from the fund as “advanced fees” than was actually due and owing. The money was used for other entities in the...more

SBIC Report: SBA Calls for Early Stage Fund Managers to Become Licensed Early Stage SBICs

by McGuireWoods LLP on

The U.S. Small Business Administration (SBA) invited early-stage fund managers to submit materials to become approved as Early Stage Small Business Investment Companies (SBIC). The Early Stage SBIC is a new subcategory of...more

SBA Submits Call for Early Stage SBIC Applicants

by Locke Lord LLP on

On February 2, 2016, the U.S. Small Business Administration (SBA) released a Federal Register Call Notice (2016 Call Notice) inviting fund managers to submit preliminary materials in the form of the Management Assessment...more

Using the Manitoba Limited Partnership to Better Protect Limited Partners in Canada

by DLA Piper on

The use of limited partnership structures is widespread in Canada, primarily as a way of achieving favourable tax treatment for joint venture and co-ownership situations. One of the essential features of the limited...more

Breathing Room: The Alberta Court of Appeal Addresses the New Limitation Period for Third-Party Claims

by Bennett Jones LLP on

The limitation period for a defendant seeking contribution from a third party has changed. In last month's Alberta Court of Appeal decision of Whitecourt Power Limited Partnership v Elliott Turbomachinery Canada Inc., 2015...more

LLP Agreements and Repudiatory Breach

by Dechert LLP on

This OnPoint reports on a recent important High Court decision ?limiting the remedies available for breach of a UK LLP agreement. Generally, in contract law, if a party to a contract commits a breach which is...more

Court Of Chancery Explains How To Overcome Claim Of Subjective Good Faith

by Morris James LLP on

Limited partnership agreements often only require that the general partner act with subjective good faith in doing a deal with a parent entity. That is because the standard seems an easy one to meet....more

Who Runs my Joint Venture?

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

A Developing Trend: Heightened Scrutiny of Private Equity Fund Advisers

The Securities and Exchange Commission has recently increased its efforts in examining private equity fund advisers and the fees and expenses such advisers charge to portfolio companies on top of customary management fees....more

Weekly Update Newsletter - April 2014 #4

by PilieroMazza PLLC on

In this issue: - DOD, GSA, and NASA Issue Proposed Rule to Amend FAR Incorporating Section K in Contracts - DOD Issues Final Rule to Amend DFARS Contracting Officer’s Representative (DFAR Case...more

Appellate Court Notes - Week of February 10

by Pullman & Comley, LLC on

AC35257 - Lagueux v. Leonardi: This decision has general applicability to the right of the State to ensure an applicant for a license is of good moral standing. The majority concluded that the Connecticut Insurance...more

Delaware Supreme Court Upholds Good Faith Presumption in Limited Partnership Agreement

The Delaware Supreme Court recently affirmed the lower court’s dismissal of a derivative and class action complaint against the general partner and other managers of a limited partnership because the plaintiff failed to...more

Best Practices In Structuring Co-Investments

by Pepper Hamilton LLP on

Originally Published in The Legal Special 2013 - A Private Equity International Supplement on April 1, 2013. Interest in co-investment rights has spiked recently as institutional and other fund investors have sought to...more

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