News & Analysis as of

Limited Partnerships Conflicts of Interest

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

Skadden, Arps, Slate, Meagher & Flom LLP

Bank of England Highlights Concerns With Private Equity Financing

The Bank of England’s Financial Policy Committee (FPC) and the Prudential Regulation Authority (PRA) recently delivered a series of speeches1 raising their concerns about the evolution of private equity financing and the...more

ArentFox Schiff

ILPA Releases Continuation Fund Guidance

ArentFox Schiff on

As general partners increasingly use continuation funds to generate optionality within a fund, it is important for limited partners to align their interests with general partners in such situations. To assist with this...more

Proskauer Rose LLP

“Side Car” Funds – Solutions for Sourcing Capital

Proskauer Rose LLP on

Given the current market volatility resulting from the COVID-19 pandemic, many fund sponsors are seeking additional sources of capital to protect and/or enhance their investment portfolios. There are many circumstances in...more

Dechert LLP

Financial Services Quarterly Report -Third Quarter 2019: GP-Led Secondary Transactions: Mitigating Risk of Regulatory Scrutiny of...

Dechert LLP on

The secondary market has experienced rapid growth over the past decade, and that growth has been particularly fast in the last five years. The most striking feature of this growth is the general partner (GP)-led secondary...more

A&O Shearman

Fifth Circuit Revives Securities Fraud Claims In Suit Between Former Business Associates

A&O Shearman on

On May 15, 2019, the United States Court of Appeals for the Fifth Circuit partially revived a securities fraud suit brought by a doctor and his business partner against two former business associates under the Securities...more

Allen Matkins

Two Partners, Three Lawyers, What Would King Solomon Do?

Allen Matkins on

Jarvis Properties is a limited partnership with two general partners. As fate would have it, the two general partners are brothers and each brother holds a 50% interest in the partnership. When one brother, James, sued for...more

Farrell Fritz, P.C.

Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially...

Farrell Fritz, P.C. on

Almost always there are elements of acrimony and intense emotion in litigation between co-owners of closely held business entities. The degree of toxicity can vary widely from case to case, although it tends to show up more...more

Jackson Walker

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

Proskauer - The Capital Commitment

Fund Restructurings: How to Navigate a Conflict-Rich Environment

The number of private equity fund restructurings is likely to rise in the coming years. The current economic expansion will inevitably come to an end (at 87 months and counting, this expansion is already the third longest...more

Locke Lord LLP

Locke Lord QuickStudy: The Broader Lesson of the El Paso Pipeline Decision

Locke Lord LLP on

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

McGuireWoods LLP

It’s All About the Process: Lessons from Delaware Court on MLP’s Conflicts Committee Approval

McGuireWoods LLP on

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

McDermott Will & Emery

Financial Advisory Update

McDermott Will & Emery on

Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers. A number of recent cases highlight the increasing risks for financial advisors and the lawyers who represent them. Financial...more

Jackson Walker

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

Jackson Walker on

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

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