News & Analysis as of

Limited Partnerships Master Limited Partnerships

Akin Gump Strauss Hauer & Feld LLP

Secondary U.S. Withholding for Transfers in Private Investment Funds Delayed Until January 1, 2023

Key Points - Fund-level liability for a buyer’s failure to withhold upon secondary market transfer of an LP interest in a fund with ECI assets will apply only for transfers on or after January 1, 2023. Certain...more

Morris James LLP

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

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

McCarter & English, LLP

Delaware Supreme Court Redefines Contractual Good-Faith Standard and Cautions Limited Partners That Their Obligations Under the...

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

Morris James LLP

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

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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

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Addresses Limited Partnership Drop-Down Transactions and Conflicts Committees"

The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more

Eversheds Sutherland (US) LLP

Master Limited Partnerships: Proposed Tax Regulations Scale Back Activities Giving Rise to Qualifying Income

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

Dechert LLP

Publicly Traded Partnership Proposed Regulations

Dechert LLP on

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

McGuireWoods LLP

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

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

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