News & Analysis as of

Limited Partnerships

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

Ten things to consider when you do a leveraged finance deal in Germany

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 2 - As forecasted in our 30 January 2017 publication "European leveraged debt fights back," we expect 2017 to be a year where high yield bonds and covenant light "term loan...more

Big Changes in Pennsylvania for LLCs, LLPs, LPs, and GPs

by Barley Snyder on

A major overhaul and modernization of the laws governing unincorporated associations in Pennsylvania took effect Tuesday. Act 170 of 2016, signed into law in November and currently being tracked by Barley Snyder...more

New Law to Govern Pennsylvania Entities

Effective February 21, 2017, Pennsylvania law will change significantly for business corporations, nonprofit corporations, and especially for limited liability companies (“LLCs”), limited partnerships (“LPs”), limited...more

Major Changes to Business Entity Laws in Pennsylvania Beginning February 21, 2017

by Saul Ewing LLP on

Pennsylvania has enacted a comprehensive set of laws (Act 170) modernizing the treatment of unincorporated associations, including limited liability companies, limited partnerships, limited liability partnerships, limited...more

Business Litigation Alert: "Will Texas Change the Recovery of Attorneys' Fees in 2017?"

by Porter Hedges LLP on

The general rule in Texas is that litigants must pay their own attorneys’ fees. Texas only allows the recovery of attorneys’ fees where it is authorized by statute, called for in the contract between the parties, or – in rare...more

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