Limited Partnerships

News & Analysis as of

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

Insight on Estate Planning - October/November 2013: Using an FLP or LLC? Beware the step transaction doctrine

Either a family limited partnership (FLP) or a limited liability company (LLC) can allow the transfer of a significant amount of wealth to the next generation at a discounted value for gift tax purposes. But if the IRS...more

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

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

Allen v. Encore Energy Partners, L.P., C.A. No. 534, 2012 (Del. July 22, 2013)

In this en banc decision, the Delaware Supreme Court held that where the contractual standard of conduct contained in a limited partnership agreement requires a belief that a decision or other action by the managers is in the...more

Fiduciary Duties In Oil Patch Deals

I. GENERAL. A. Introduction. 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 •...more

If You Pay More, Do You Actually Get More?

The typical private fund is organized as a limited partnership or limited liability company that is managed by a general partner or manager. The fund manager is usually compensated in three ways – an annual management fee...more

Delaware Supreme Court Upholds Good Faith Presumption in Limited Partnership Agreement

The Delaware Supreme Court recently affirmed the lower court’s dismissal of a derivative and class action complaint against the general partner and other managers of a limited partnership because the plaintiff failed to...more

Corporate and Financial Weekly Digest - June 7, 2013

In this issue: - SEC Issues FAQs on Conflict Minerals and Payments by Resource Extraction Issuers - Delaware Chancery Court Applies Business Judgment Rule to Going Private Transaction with Controlling...more

CIS Legal Update - May 2013: Luxembourg Holding Companies and Other Structures

With the continuing banking crisis in Cyprus, it is not surprising that other jurisdictions with legislation conducive to holding structures are receiving increased attention. Luxembourg, for example, is known for having a...more

Washington Energy Update - April/May 2013

In This Issue: - DOE Begins to Authorize Pending LNG Export Applications — Cautiously - Senators Want to Extend Master Limited Partnerships to Renewables - FERC Takes on Formula Rate Protocols - Energy...more

High Net Worth Family Tax Report, Vol. 8, No. 2 -- May 2013

President’s fiscal year 2014 budget contains numerous tax provisions - President Barack Obama released his proposed budget for the government’s fiscal year 2014 on April 10, 2013, and, not surprisingly, the budget...more

Which Entity Should I Form For My Business Enterprise?

Whether starting a business or operating an existing enterprise, business people should consider the legal form of their business and the need to protect their personal assets from business liabilities, while also considering...more

Narrow Interpretation of "Customer" Under SIPA Is Affirmed by the Second Circuit

On February 22, 2013, the United States Court of Appeals for the Second Circuit in In re Bernard L. Madoff Investment Securities LLC held that certain individuals who had invested indirectly in Bernard L. Madoff Investment...more

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