Master Limited Partnerships

News & Analysis as of

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

"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

Limited Partners Take a Licking in Two Delaware Supreme Court Decisions

Notwithstanding the ascendency of the limited liability company, the Delaware limited partnership continues to serve as an important, tax-advantaged vehicle for certain capital-intensive ventures — especially in the energy...more

Commercial Division Enforces Strict Compliance With Change-of-Control Notice Requirement

In GSMC II 2006-GC6 Bridgewater Hills Corporate Center, LLC v. Lexington Realty Trust, Case No. 653117/2015, 2016 BL 378261 (N.Y. Sup. Ct. Nov. 2, 2016), Justice Jeffrey K. Oing of the Commercial Division denied a motion to...more

MLPs, REITs and S&P's New Real Estate Sector Classification

On September 1, 2016, Standard & Poor's (S&P) upgraded real estate as a stand-alone sector within its Dow Jones Global Industry Classification Standard (GICS). GICS is the de facto classification system for equity securities...more

IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities

New final, temporary and proposed regulations address leveraged transactions, “bottom-dollar” guarantees and other issues, but postpone action on some key questions. On October 4, 2016, the Internal Revenue Service (IRS)...more

New Partnership Liability and Disguised Sale Regulations

Key Points - - Final, temporary and proposed regulations issued on October 5, 2016, address complex rules dealing with partnership disguised sales and debt allocation rules under Sections 707 and 752 of the Internal...more

New Regulations Dramatically Alter Partnership 'Disguised Sales' and Allocation of Partnership Liabilities

On October 4, 2016, the Internal Revenue Service and the Treasury Department issued a sweeping package of proposed, temporary and final regulations under the Internal Revenue Code that, among other things, significantly...more

Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more

Court Upholds Allegedly Unfair Master Limited Partnership Transaction

When alternative entities first came into prominence, questions arose concerning the applicability to them and their stakeholders of corporate law fiduciary duty jurisprudence. Eventually the Delaware General Assembly amended...more

Court Of Chancery Enforces Nearly Ironclad Safe Harbor For Conflict Transactions Involving Alternative Entity

This is an important decision because it enforces a nearly ironclad protection against any attack on the decision of a special committee to approve a conflict transaction for a LLP and an LLC....more

Restructuring Oil and Gas Partnership Debt? Tax Planning Is Key

Tax partnerships, including MLPs, seeking to restructure debt face peril and possibility during challenging times. With the lowest oil prices in more than a decade and the equity markets effectively closed to them, oil...more

A Buyer’s Market for MLPs in 2016

Using Private Placement Variable Deferred Annuity (PPVA) Contracts to Enhance the After-Tax Investment Return of Foreign Investors in MLPs - Overview - Master Limited Partnerships are publicly traded partnerships....more

FSRUs: Looking back at the Evolution of the FSRU Market

The growth of the floating storage and regasification unit (FSRU) market has been exponential over the past decade. The birth of the industry can be traced back to mid-2001, when El Paso contracted with Belgian ship-owner...more

Fibra E Trusts | Energy and Infrastructure Investment Vehicle

On 29 September 2015, the Fourth Set of Amendments to the Annual Tax Regulations for the 2015 fiscal year (“Tax Regulations”), which create and regulate a new investment vehicle called an energy and infrastructure investment...more

Commenters Weigh in on Proposed Regulations for Determining MLP Qualifying Income

IRS’ proposed MLP regulations generate flurry of specific industry-related comments and spur public hearing. “I’m mad as Hell, and, frankly, I’m not going to take it anymore.” — Paraphrase of concerned citizen and...more

Tax Policy Update

The number of “Action Items” detailed in the OECD’s report released yesterday to combat base erosion and profit shifting strategies among multinational corporations. The recommendations have drawn criticism from some GOP...more

Tax Policy Update

NUMBER OF THE WEEK: 10 percent. Rate of the one-time deemed repatriation tax on U.S. multinationals’ foreign earnings under GOP presidential candidate Donald Trump’s tax plan released Sept. 28. The revenue raised through...more

Chancery Dismisses Complaint for Failure to Allege Noncompliance

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Tax Policy Update

The number of days until the U.S. House of Representatives returns from August recess. The Senate is in this week to tackle procedural motions for legislation related to cybersecurity and Planned Parenthood. The Senate is...more

Master Limited Partnership Parity Act Reintroduced To House And Senate

On June 24, 2015, the Master Limited Partnership Parity Act (S. 1656) was reintroduced in the House and the Senate. The legislation would provide investors in renewable energy projects with tax breaks that are currently...more

How New Rail Regulations May Spur Midstream M&A

Over the past several months we’ve seen a rise in mergers and acquisitions among midstream energy firms. A variety of factors will likely push more firms to consider M&A, but one factor stands out: new regulations surrounding...more

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

Publicly Traded Partnership Proposed Regulations

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

New MLP Rules Provide Bright Lines and New Challenges

On May 5, 2015, the Internal Revenue Service (“IRS”) released proposed regulations that, if finalized, would provide guidance on qualifying income from minerals and natural resources activities for master limited partnerships...more

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