News & Analysis as of

Limited Partnerships

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

Finnish Supreme Administrative Court ruled on carried interest in private equity structures

by DLA Piper on

On 16 March 2017, the Supreme Administrative Court (SAC) of Finland issued a ruling on the tax treatment of carried interest in a private equity structure. The SAC ruled that carried interest is taxed as income of the limited...more

Going the Distance: The Expanding Lifecycles of Private Equity Funds

by Pepper Hamilton LLP on

Pepper Hamilton annually commissions a survey to keep clients abreast of middle-market private equity trends. This year, with Mergermarket, we surveyed 50 middle-market PE firms regarding fund life cycles. Our findings were...more

English LPs Upgraded: The Private Fund Limited Partnership

by Reed Smith on

The government recently consulted on proposed changes to the Limited Partnerships Act 1907 (the “LPA 1907”) and the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (“LRO”) implementing those changes came...more

Limited Partnership Reform – Streamlining the Existing UK Limited Partnership Regime for Private Funds

by Proskauer Rose LLP on

On 6 April 2017, changes to the law governing UK limited partnerships will come into effect through the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (the "LRO"). The changes introduce the new concept of a...more

Reform of the UK Limited Partnerships Act

by Goodwin on

The long awaited changes to the 1907 Limited Partnerships Act (the Act) will finally arrive on 6 April, despite the UK government initially opting to delay implementation until the results of the consultation into Scottish...more

A Guide to UK Tax on Commercial Real Estate: Non-Residents

by King & Spalding on

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate...more

Tax court finds no self-employment tax for passive 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. This article describes SE tax, lists some common exceptions, explains the suggestion that an...more

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

by Morris James LLP on

Agreements for limited partnerships, in particular for publicly-traded master limited partnerships, are notoriously complicated and often hard to understand, so much so that two of the state’s judges co-wrote a detailed...more

Breach of Fiduciary Duty (and Related) Claims Are Not Easily Defeated: A Case Study in Motions for Judgment on the Pleadings

by Robins Kaplan LLP on

Just what must be alleged for claims for breach of fiduciary duty to proceed past initial pleadings and into meaningful fact development? In a recent decision, the United States Bankruptcy Court for the Eastern District of...more

UK Private Equity and Venture Capital Funds, Take Note: New PFLP

by McGuireWoods LLP on

From 6 April 2017 a new private fund limited partnership (PFLP) vehicle will be available. Limited partnerships are a commonly used structure for private equity and venture capital funds. The Legislative Reform...more

Court of Chancery Addresses Claims Involving Distributions In The Alternative Entity Context

by Morris James LLP on

The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more

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