Limited Partnerships

News & Analysis as of

Washington State’s Cooperative Law Overhauled Effective January 1, 2016

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a...more

Court Of Chancery Explains Partnership Distribution Rights And Power of GP

ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015) This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more

Co-Investment Trends in 2015

Although co-investments are not new, private equity groups (PEGs) are increasingly seeking opportunities to offer others — including their own limited partners (LPs) — the chance to invest in their deals. The trends show that...more

National Innovation & Science Agenda

The Federal Government yesterday released its much anticipated National Innovation and Science Agenda which proposes a series of tax amendments. Early Stage Venture Capital Limited Partnerships (ESVCLPs) and Venture...more

SEC Nabs Immigration Lawyers Acting as Unregistered Brokers, Orders Fines and Disgorgement

In 2012, we wrote about the risky business of immigration lawyers accepting finder’s fees for selling limited partnership interests in EB-5 deals. For the past several years, securities law violations have been part and...more

2015 Autumn Statement and Spending Review Released

The statement is tax light, but there is continued focus on carried interest. On 25 November, the UK Chancellor of the Exchequer George Osborne made a number of tax-related announcements in the 2015 Autumn Statement and...more

As Litigation Risk Increases, Private Equity Sponsors Should Re-Evaluate Their Professional Liability Insurance Programs

Private equity fund sponsors are facing increased litigation risk from regulators and private parties, including limited partners and stakeholders in portfolio companies.  As a result, private equity firms should re-examine...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Public Consultation on the Origination of Loans by Funds - Within the framework of the implementation of the ELTIF Regulations in France, the Autorité des Marchés Financiers (“AMF”) launched a public consultation on 22...more

MoFo Tax Talk - Volume 8, No. 3

Final and Temporary Dividend Equivalent Regulations Issued – Some Good, Some Bad, And Some Ugly: On September 17, 2015, the Internal Revenue Service (“IRS”) released final and temporary regulations under Section 871(m),...more

UK 2015 Summer Finance Bill Update: Proposed Taxation Changes for Carried Interest and DIMF

Further to our client alert in July this year, the UK Government recently proposed further changes to the UK taxation of carried interest and disguised investment management fees (DIMF). The UK Government proposed...more

Companies Can Claim Discrimination

In EAD Solicitors LLP v Abrams UKEAT/0054/15/DM, the Employment Appeal Tribunal (EAT) considered whether an age discrimination claim could be brought by a company rather than an individual....more

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

UK Corporate Briefing - Issue 3 - Autumn 2015

Welcome to the latest edition of Dentons' UK Corporate Briefing, a quarterly summary of the most significant recent and forthcoming developments in company law and corporate finance regulation in the UK. Please see full...more

Using the Manitoba Limited Partnership to Better Protect Limited Partners in Canada

The use of limited partnership structures is widespread in Canada, primarily as a way of achieving favourable tax treatment for joint venture and co-ownership situations. One of the essential features of the limited...more

Recent UK Court Decision on UK Tax Treatment of US LLCs

HMRC provides guidance on the implications of the recent case Anson v Revenue and Customs Commissioners. Delaware limited liability companies (LLCs) are regularly seen in many international corporate groups, including in...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Adoption of the Macron Law - Creation of the SLP - The bill on the Growth and Activity and Equality of Economic Opportunities, known as the Macron law, was finally promulgated in France on 6 August 2015. The Macron law...more

Court Of Chancery Explains Scope Of Fiduciary Duty Waiver

In Re Kinder Morgan Inc. Corporate Reorganization Litigation, C.A. 10093-VCL (August 20, 2015) - This is a great explanation of the scope of the waiver of a general partner or other fiduciary’s duties under the terms...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Tax Proposals in Summer 2015 Budget to Affect UK Asset Managers - The UK Summer Budget was announced on 8 July 2015, and included a number of unexpected tax proposals affecting the UK asset management industry, including...more

A UK home for private funds? HM Treasury consults on potential amendments to United Kingdom limited partnership legislation

HM Treasury has published a consultation paper setting out proposed reforms to UK limited partnerships law with a focus on private fund structures (the “Consultation Paper”). The consultation includes a draft legislative...more

Breathing Room: The Alberta Court of Appeal Addresses the New Limitation Period for Third-Party Claims

The limitation period for a defendant seeking contribution from a third party has changed. In last month's Alberta Court of Appeal decision of Whitecourt Power Limited Partnership v Elliott Turbomachinery Canada Inc., 2015...more

UK Partnerships – Proposed Collective Investment Scheme Legislation Amendments

On July 23, as part of the proposals announced in the Summer Budget by the Right Honourable George Osborne MP, UK Chancellor of the Exchequer, Her Majesty’s Treasury published a paper (Consultation Paper) in which certain...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

2015 Amendments to Delaware Alternative Entity Acts

New amendments affect Delaware general partnerships, limited liability partnerships, limited partnerships and limited liability companies. On July 24, Delaware Governor Jack Markell signed into law several amendments to...more

Introduction of the Taiwan Limited Partnership Act

On June 24, 2015, the new Limited Partnership Act was announced by President Ma Ying-jeou and will become effective on a date to be set by the Executive Yuan. The Act allows the establishment of a limited partnership in...more

Converting a Profits (or Carried) Interest Into a Capital Interest Tax-Free, Even if it is a Marketable Security

In CCA 201517006 (dated 10/9/14 and released 4/24/15), the general partner of a publicly traded partnership (PTP) had, in addition to its capital interest, a profits interest in the PTP called “incentive distribution rights”...more

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