Limited Partnerships

News & Analysis as of

Export Controls in UK Offshore Centers

Many private equity and investment funds are organized as limited partnerships or companies of offshore entities. Similarly, companies may structure mergers and acquisitions by utilizing offshore holding entities. The British...more

Cayman Revises the Exempted Limited Partnership Law

On 2 July 2014 the Cayman Islands government passed into law substantial revisions to its exempted limited partnership legislation in the form of the Exempted Limited Partnership Law, 2014 (the New ELP Law). The...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

Allen v. El Paso Pipeline GP Co., L.L.C., C.A. No. 7520-VCL (Del. Ch. May 19, 2014) (Laster, V.C.)

In this opinion, the Court of Chancery applied the two-pronged Tooley standard to determine whether a plaintiff’s breach of contract claims in the limited partnership context were derivative or direct. Finding such claims to...more

Why Private Equity Funds Face Employment Risks

Suddenly, the advance sheets show a wave of litigation targeting private equity funds. See, e.g., Guippone v. BH S&B Holdings LLC, 737 F3d. 221 (2d Cir. 2013) (private equity funds potentially liable for WARN Act liability);...more

OSFI Issues Guidance on When a Limited Partnership Meets Definition of “Pooled Fund” or “Mutual Fund”

The Office of the Superintendent of Financial Institutions has posted guidance (the Guideline) on the question of whether a fund established as a limited partnership by a corporation meets the definition of “pooled fund” or...more

SEC's Findings and Observations on OCIE's Presence Exam Initiative

During his speech on May 6, 2014, Andrew J. Bowden, the Director of the Office of Compliance, Inspections, and Examinations (OCIE) of the Securities and Exchange Commission (SEC) provided an overview and initial observations...more

Choice of Entity Decision Tree: Choice and Acquisition of Entities in Texas

In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General Partnership • Limited...more

Friendly Reminder for LLCs and LPs: Delaware Is Looking for Your Dollars

It’s that time again: time to pull out your checkbooks and send Delaware your dollars. As I previously wrote, while corporations had an annual franchise tax payment due in March, it’s time for LLCs and LPs to pony up. It’s...more

Cayman Islands Revise Exempted Limited Partnership Law and Pass New Legislation Allowing Enforcement of Contracts by Third Party...

Earlier this month the Cayman Islands passed new legislation revising its existing Exempted Limited Partnership Law. The new legislation, the Exempted Limited Partnership Law 2014, replaces the existing legislation in its...more

2014 Proposed Amendments To Delaware’s Alternative Entity Acts

On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (DRUPA), the Delaware Revised Uniform Limited...more

Limited Partners Held Personally Liable for Debts of Limited Partnership Where Limited Partnership Was Insolvent

In a case that demonstrates the danger of relying on complex corporate structures to avoid personal liability, a California Court of Appeal recently held two limited partners personally liable for the debts of their limited...more

Court Hears Oral Argument in New Jersey Partnership Nexus Case: Tough Questions for Division of Taxation

Earlier this week, a New Jersey appellate court heard oral argument in BIS LP, Inc. v. Director, Div. of Taxation, which is the lead case addressing the issue of whether a corporate limited partner is taxable on its...more

EB-5 Financing for U.S. Developers and Businesses

Interest in the EB-5 financing program has increased exponentially in the past year and is being explored by many developers and businesses in the United States as an alternative to traditional financing sources....more

Private Equity Newsletter - Winter Edition 2014: Limited Partner Co-investment Heats Up

It seems that co-investment by limited partners is more popular than ever. According to a recent study by Preqin, 43% of Limited Partners tracked by Preqin are actively seeking co-investment opportunities and 11% more are...more

Court Rules Houston Astros Cannot Strike Out Fiduciary Duties in Bankruptcy

Introduction - One of the incentives that Delaware law offers founders of business entities is the ability to tinker with the fiduciary duties that the managers of the business owe. While the duties owed by corporate...more

Policemen’s Annuity and Benefit Fund of Chicago, Illinois v. DV Realty Advisors LLC, C.A. No. 7204-VCN (Nov. 27, 2013) (Noble,...

In this letter opinion, the Court of Chancery (1) ruled that the removal of a general partner did not convert the general partner’s interest into a limited partnership interest, and (2) valued the removed general partner’s...more

The Corporate Veil Can Easily Slip, Even After a Judgment

On December 31, 2013, the California Court of Appeal, Second Appellate District, issued an opinion making it easier to find business owners personally liable for a judgment entered against their limited liability entity –...more

Financial Advisory Update

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

UK Finance Bill: Key Points from the Autumn Statement

UK Chancellor of the Exchequer George Osborne gave his Autumn Statement speech to the House of Commons on 5th December 2013, which was followed by some limited press releases and draft legislation. This Alert provides an...more

U.K. Autumn Statement 2013

The Chancellor of the Exchequer today delivered a 130-page Autumn Statement that contained a number of surprises, as well as expected updates on areas such as partnership taxation....more

Broker-Dealer Registration Issues Associated with Development Projects under the EB-5 Program

The EB-5 Immigrant Investor Program (the “EB-5 Program”) administered by the U.S. Citizenship and Immigration Service (USCIS) has been a significant source of capital for various real estate and other development projects...more

The New Luxembourg Limited Partnership Regime

At the time of the transposition of the AIFMD into Luxembourg law, the Luxembourg government took the opportunity to reform the limited partnership regime, from both a corporate and fiscal perspective. The reform aims to make...more

DV Realty Advisors LLC v. Policemen’s Annuity & Benefit Fund of Chi., Ill., No. 547, 2012 (Del. Aug. 26, 2013)

This en banc decision is the latest opinion by the Delaware Supreme Court interpreting language in limited partnership agreements. The Court here affirmed the Court of Chancery’s decision granting declaratory judgment in...more

DiRienzo v. Lichtenstein, et al., C.A. No. 7094-VCP (Del. Ch. Sept. 30, 2013) (Parsons, V.C.)

In this lengthy memorandum opinion, the Court of Chancery dismissed claims relating to a series of complex transactions in which a hedge fund, previously organized as a private limited partnership, was converted by its...more

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