News & Analysis as of

Limited Partnerships

Scottish limited partnerships and pension scheme funding: action needed by trustees and employers?

by Hogan Lovells on

From 24 July 2017, Scottish limited partnerships are required to register details of "persons with significant control" (PSCs) over the partnership and "relevant legal entities" (RLEs) with Companies House. For this...more

Funds Talk: August 2017 - ILPA Offers LPs and GPs Guidance on the Use of Subscription Lines of Credit and Alignment of Interests

The Institutional Limited Partners Association (ILPA) recently released “Subscription Lines of Credit and Alignment of Interests,” a report designed to provide private equity fund limited partners (LPs) guidance regarding...more

ILPA Issues Guidance on Use of Subscription Credit Facilities

by Dechert LLP on

The Institutional Limited Partners Association (“ILPA”), the body that represents the international limited partner community, has recently issued a best practice guide to assist both investors and managers1 with the use of...more

Foreign Partner Not Taxable on Partnership Sale

by Pepper Hamilton LLP on

Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in...more

Subscription Lines: Growing Tensions Between Fund Managers and Investors

by Bryan Cave on

The use of subscription lines to cover capital calls has evolved from short term bridge facilities (generally paid off within 90 days) into longer term facilities used by fund managers for cash management and greater...more

Asset Management Regulatory Roundup - July 2017 - Issue 1

by Dechert LLP on

A compact summary of the most recent regulatory developments relevant to the UK asset management industry. In this issue we look at the extension of the PSC regime to Scottish limited partnerships and AIM listed companies,...more

ILPA Issues Guidance on “Subscription Lines of Credit and Alignment of Interests”

by Goodwin on

Subscription lines of credit, or capital call facilities – which are just two of the many names given to borrowing arrangements put in place by private fund managers at the fund level – have been in the market for many years...more

Changes to the UK ‘Persons with Significant Control’ Regime and Potential Impact on UK Fund Structures

by Proskauer Rose LLP on

This week, the Fourth Anti-Money Laundering Directive came into force in the UK. Among the changes arising from the transposition of the Directive in the UK has been to broaden the "persons with significant control" (PSC)...more

Financial Services Quarterly Report - Second Quarter 2017: A New Lease of Life for Limited Partnerships in the UK

by Dechert LLP on

The UK has introduced legislative changes that could reinvigorate the use of partnerships for private funds in the UK. The Legislative Reform (Private Fund Limited Partnerships) Order 20171 (Order), which introduces the...more

The Arbitrability of German Shareholder Resolutions: Limited Partnerships Now also Covered

by White & Case LLP on

The German Federal Court of Justice (Bundesgerichtshof – "BGH") recently clarified that disputes over the validity of a limited partnership's shareholder resolutions may be submitted to arbitration ("Arbitrability III"...more

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

by Morris James LLP on

Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,...more

Self-Employment Tax, LLCs, & The “Limited Partner” Exclusion

by Farrell Fritz, P.C. on

In general, self-employed individuals are subject to employment taxes on their net earnings. The wages paid to individuals who are non-owner-employees of a business are also subject to employment taxes, regardless of how...more

Insolvency at Its Limits: What Management and Creditors of Insolvent LLCs and LPs Should Know About Fiduciary Duties Waivers and...

by WilmerHale on

Delaware law allows members and partners of limited liability companies (LLCs) and limited partnerships (LPs) to waive the fiduciary duties of their management in their LLC or LP agreements. When an LLC or LP is insolvent,...more

Removing the limits - a new class of real estate investment vehicle

by Hogan Lovells on

UK limited partnerships have been go-to investment vehicles for United Kingdom real estate for many years. Their attraction lies principally in their tax transparency, contractual flexibility and the limited liability...more

Contributing Encumbered Assets: Partnership Disguised Sale Rules

by Farrell Fritz, P.C. on

Many of our posts this year have considered some of the unique issues that are presented by a partner’s contribution of property to a partnership, including the application of the “disguised sale” rules. Today, we will...more

Tax court finds self-employment tax for active LLC member

by Thompson Coburn LLP on

Self-employment (SE) tax is one of the driving forces when a tax advisor recommends what type of entity to use for one’s business. My previous post, “Tax court finds no self-employment tax for passive LLC member,” described...more

SEC Halts A “Safe,” “High Return” Investment Scheme

by Dorsey & Whitney LLP on

When the returns are far above market and the investment is safe and carries little to no risk, more likely it fits into the not to be believed category. Yet time after time investors flock to investment programs supposedly...more

Private Fund Limited Partnership: The UK’s New Fund Vehicle

by Shearman & Sterling LLP on

With effect from 6 April 2017, the United Kingdom has overhauled its limited partnership legislation to create a new form of limited partnership: the Private Fund Limited Partnership (“PFLP”). The PFLP is designed solely for...more

UK Government Finalizes Amending Limited Partnership Legislation

by Shearman & Sterling LLP on

HM Treasury has published the final Legislative Reform (Private Fund Limited Partnerships) Order 2017...more

The ABCs of Fund Finance: Credit Facilities for Secondaries Funds and Funds of Funds

by Dechert LLP on

Private equity funds raised the second-highest level of capital for investments in secondary private equity interests in 2016. According to Preqin, 19 funds secured $23 billion in investor capital.1 This level was surpassed...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

"UK Updates Fund Management Law"

On March 29, 2017, the U.K. updated the law pursuant to which U.K. limited partnerships are constituted. It was the same day on which the government began the Brexit process that will fundamentally change the constitution of...more

Modernisation of UK limited partnership legislation: private investment funds

by Dentons on

A new form of limited partnership, the private fund limited partnership (PFLP), has been introduced in the UK from 6 April 2017. This follows industry lobbying to modernise UK limited partnership law and preserve the UK...more

New UK Limited Partnership for Private Funds

by Seyfarth Shaw LLP on

On 6 April 2017, a new form of limited partnership came into existence with the introduction of a ‘private fund limited partnership’ (PFLP) under the Legislative Reform (Private Fund Limited Partnership) Order 2017 (LRO). ...more

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