Limited Partnership Agreements

News & Analysis as of

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

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

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

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

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

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

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

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

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

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

In re El Paso Pipeline Partners, L.P. Deriv. Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015) (Laster, V.C.)

In this post-trial opinion, the Delaware Court of Chancery determined that a general partner breached a limited partnership agreement in connection with a “drop-down” transaction. The Court held that the partnership’s...more

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

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

In re Kinder Morgan, Inc. Corporate Reorg. Litig., C.A. No. 10093-VCL (Del. Ch. Nov. 5, 2014) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...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

In re El Paso Pipeline Partners, L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Jun. 12, 2014) (Laster, V.C.)

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

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

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

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

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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