New amendments affect Delaware general partnerships, limited liability partnerships, limited partnerships and limited liability companies.
On July 24, Delaware Governor Jack Markell signed into law several amendments to...more
On June 24, 2015, the new Limited Partnership Act was announced by President Ma Ying-jeou and will become effective on a date to be set by the Executive Yuan. The Act allows the establishment of a limited partnership in...more
In CCA 201517006 (dated 10/9/14 and released 4/24/15), the general partner of a publicly traded partnership (PTP) had, in addition to its capital interest, a profits interest in the PTP called “incentive distribution rights”...more
“Family limited partnerships” – that is, family investment entities usually structured as LLCs or limited partnerships – have been a popular estate planning technique for years. Generally speaking, a client can transfer...more
On June 24, 2015, Delaware Governor Jack Markell signed into law amendments to the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.) (the "DGCL"), including notable amendments involving fee shifting...more
The Cayman Islands has long been the most prominent offshore jurisdiction through which to structure offshore private equity and venture capital funds.
Why the Cayman Islands?
The attractions for international...more
The Treasury Department (Treasury) and the Internal Revenue Service (Service) have issued proposed tax regulations (Proposed Regulations) that provide guidance on, and significantly scale back, the types of activities...more
Widely held partnerships are a significant source of funding for oil, gas and certain natural resources projects, but the publicly traded partnership (“PTP”) rules can cause such partnerships to be treated as corporations for...more
The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more
The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more
Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more
In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more
- SC19116, SC19150 - Brennan v. Brennan Associates.
- SC19116, SC19150 Dissent - Brennan v. Brennan Associates.
In a prior appeal decision, the court upheld the judicial disassociation (forceful removal) of the...more
Alternative entities, such as limited partnerships and limited liability companies, have an advantage over corporations because of the greater flexibility to define the terms of the arrangement by contract. ...more
When does life begin for a California limited partnership? The California Uniform Limited Partnership Act of 2008 seems to provide an inconsistent answers. The first is found in Corporations Code Section 15902.01(a)....more
On April 20, 2015, the Delaware Court of Chancery issued a post-trial opinion in the case In Re: El Paso Pipeline Partners L.P. (C.A. No. 7141-VCL), finding El Paso Pipeline GP Company LLC, the general partner (GP) of El Paso...more
On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more
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
With April 15th rapidly approaching, I thought I would address a common question that I receive this time of year. Who can be the tax matters partner of a partnership?...more
New rules effective from today in the U.K. are likely to have material impact on the tax treatment of payments by a fund to its U.K.-based management executives and service providers. The rules cover many areas of fund...more
The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), has recently issued FAQs regarding the immobilisation of bearer shares and units, as well as a press release to remind...more
On February 12, 2015, the Florida Supreme Court quashed the Fourth District Court of Appeal’s decision in Sanders v. ERP Operating Limited Partnership, 96 So.3d 929 (Fla. 4th DCA 2012) and held that evidence of lapses in...more
In crafting current fund investments, investors have negotiated with fund managers for greater transparency, more efficiency and more egalitarianism. Navigating these issues necessarily becomes the priority for any GP’s list...more
In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more
In this memorandum opinion, the Court of Chancery (i) granted in part certain defendants’ motion to dismiss for lack of subject matter jurisdiction, specifically ordering a stay pending arbitration; and (ii) granted certain...more
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