News & Analysis as of

Limited Partnerships General Partnerships

Major GST/HST changes affecting investment limited partnerships

by Dentons on

On September 8, 2017, the Department of Finance Canada released proposed amendments to the Excise Tax Act (“ETA”) that could deem certain payments from “investments limited partnerships” to its general partner (“GP”), which...more

Subscription Lines: Growing Tensions Between Fund Managers and Investors

by Bryan Cave on

The use of subscription lines to cover capital calls has evolved from short term bridge facilities (generally paid off within 90 days) into longer term facilities used by fund managers for cash management and greater...more

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

by Morris James LLP on

Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,...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

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

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

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

Choice of Entity and Key Contents of Organization Documents

by Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

GPs Operating in Japan: Follow-Up Information Disclosures for Article 63 Filers Is Required

by Morgan Lewis on

GPs that operate limited partnerships based on the exemption under Article 63 of the FIEA and have recently completed a renewal filing around the end of the grace period (August 31, 2016) are required to prepare Form 20-2...more

Court Of Chancery Explains Scope Of Fiduciary Duty Waiver

by Morris James LLP on

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

2015 Amendments to Delaware Alternative Entity Acts

by Pepper Hamilton LLP on

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

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

by Ervin Cohen & Jessup LLP on

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

Locke Lord QuickStudy: The Broader Lesson of the El Paso Pipeline Decision

by Locke Lord LLP on

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

It’s All About the Process: Lessons from Delaware Court on MLP’s Conflicts Committee Approval

by McGuireWoods LLP on

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

Delaware Chancery Awards Investors $171 Million

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

Court Of Chancery Explains How To Overcome Claim Of Subjective Good Faith

by Morris James LLP on

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

Partnerships – TMP Must Be a Partner

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

Fundraising Strategy: Open Dialogue

by Pepper Hamilton LLP on

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

Locke Lord QuickStudy: Choice of Entity Considerations

by Locke Lord LLP on

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

Why Am I Taxed Now on My Future Receipts: The Woes of a Profits Interest

Companies often grant stock options to incentivize employees and so that their interests are aligned with the future success of the company, and partnerships (and limited liability companies taxed as partnerships) are no...more

(INFOGRAPHIC) Amalgamation of Interests - or How to Ensure You Wasted Time Setting Up Multiple Project Companies

by Nexsen Pruet, PLLC on

There is a fairly customary practice in real estate development and construction intended to take advantage of the liability protections afforded by the Uniform Limited Liability Company Act. The practice is very...more

Business Entity Alphabet Soup – GP, LP, JV, LLC, C, S, QSSS – What do they mean?

by PilieroMazza PLLC on

As government contractors, the business universe is likely filled with familiar acronyms. However, one may not be as familiar with the meaning behind the alphabet letters that comprise the different business entities in the...more

IRS: Investment Fund Managers are Subject to Self-Employment Tax

by Jackson Walker on

The Office of Chief Counsel of the Internal Revenue Service (the "IRS") recently issued internal guidance in the form of a Chief Counsel Advice (the "CCA") indicating that the IRS has taken the position that the "limited...more

Why Private Equity Funds Face Employment Risks

by DLA Piper on

Suddenly, the advance sheets show a wave of litigation targeting private equity funds. See, e.g., Guippone v. BH S&B Holdings LLC, 737 F3d. 221 (2d Cir. 2013) (private equity funds potentially liable for WARN Act liability);...more

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