Limited Partnership Agreements

News & Analysis as of

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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