On June 24, 2015, Delaware Governor Jack Markell signed into law amendments to the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.) (the "DGCL"), including notable amendments involving fee shifting...more
The Cayman Islands has long been the most prominent offshore jurisdiction through which to structure offshore private equity and venture capital funds.
Why the Cayman Islands?
The attractions for international...more
The Treasury Department (Treasury) and the Internal Revenue Service (Service) have issued proposed tax regulations (Proposed Regulations) that provide guidance on, and significantly scale back, the types of activities...more
Widely held partnerships are a significant source of funding for oil, gas and certain natural resources projects, but the publicly traded partnership (“PTP”) rules can cause such partnerships to be treated as corporations for...more
The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more
The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more
Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more
In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more
- SC19116, SC19150 - Brennan v. Brennan Associates.
- SC19116, SC19150 Dissent - Brennan v. Brennan Associates.
In a prior appeal decision, the court upheld the judicial disassociation (forceful removal) of the...more
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
When does life begin for a California limited partnership? The California Uniform Limited Partnership Act of 2008 seems to provide an inconsistent answers. The first is found in Corporations Code Section 15902.01(a)....more
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
On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more
Limited partnership agreements often only require that the general partner act with subjective good faith in doing a deal with a parent entity. That is because the standard seems an easy one to meet....more
With April 15th rapidly approaching, I thought I would address a common question that I receive this time of year. Who can be the tax matters partner of a partnership?...more
New rules effective from today in the U.K. are likely to have material impact on the tax treatment of payments by a fund to its U.K.-based management executives and service providers. The rules cover many areas of fund...more
The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), has recently issued FAQs regarding the immobilisation of bearer shares and units, as well as a press release to remind...more
On February 12, 2015, the Florida Supreme Court quashed the Fourth District Court of Appeal’s decision in Sanders v. ERP Operating Limited Partnership, 96 So.3d 929 (Fla. 4th DCA 2012) and held that evidence of lapses in...more
In crafting current fund investments, investors have negotiated with fund managers for greater transparency, more efficiency and more egalitarianism. Navigating these issues necessarily becomes the priority for any GP’s list...more
In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more
In this memorandum opinion, the Court of Chancery (i) granted in part certain defendants’ motion to dismiss for lack of subject matter jurisdiction, specifically ordering a stay pending arbitration; and (ii) granted certain...more
Starting a business can be a daunting but rewarding challenge. One of the key decisions at the early stages of a new business is how to structure your business – i.e., what legal entity to form in order to carry on your...more
The Luxembourg tax authorities have confirmed, by means of the long-expected Circular Letter L.I.R. nº 14/4 (the “Circular”), the treatment of tax transparent Luxembourg limited partnerships in the form of a société en...more
THE CAYMAN EXEMPTED LIMITED PARTNERSHIP (ELP) has, since its creation in 1991, established itself as an effective, enduring and widely used offshore funds vehicle particularly in the closed ended private ...more
The SEC’s Division of Investment Management has clarified which restrictions apply to BDC’s co-investment transactions with limited partners of a partnership that is an affiliated person of the BDC....more
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