Partnership Agreements

News & Analysis as of

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

When It’s Time for Your Co-Founder to Go

Every start-up begins with high hopes. You and your co-founders are “all in,” fully committed to the success of your company. You have big ambitions and everyone is bringing something to the table. But time brings...more

Mind Your Real Estate Partnership Agreement Even In Bad Times (or be prepared to pay “reliance damages”)

Most sophisticated real estate investors are wise enough to know that they should abide by the terms of their investment entity’s governing agreement — the partnership agreement or LLC operating agreement. When times are...more

"IRS Proposes Regulations Addressing Profits Interests, Investment Fund Fee Waiver Arrangements"

On July 23, 2015, the Internal Revenue Service (IRS) and the Treasury Department proposed regulations that address the tax treatment of certain partnership interests issued in exchange for services. Of particular note, the...more

Recent Cases of Interest to Fiduciaries

In re Estate of House, 2014 Wash. App. LEXIS 3006 (Wash. Ct. App. 2014) - A release waiving any and all claims that the parties may have or may acquire, bars recovery for unknown claims existing at the time the release...more

Changes on the Horizon? IRS Announces New Plans to Recharacterize Management Fee Waiver Arrangements

On July 22, 2015, the IRS released proposed regulations that could limit the utility of “management fee waiver” arrangements (the “Proposed Regulations”). Management fees generally are taxable as compensation income....more

IRS Issues Proposed Regulations Relating to Disguised Payments for Services and Discussing Tax Treatment of Management Fee Waiver...

On Wednesday July 22, 2015, the Internal Revenue Service (“IRS”) issued Proposed Regulations (REG-115452-14) providing guidance to partnerships and partners as to whether an arrangement between a partnership and a service...more

Proposed IRS Regulations Target Management Fee Waiver Arrangements

On July 22, 2015, the Treasury Department and the Internal Revenue Service (“IRS”) released proposed regulations (the “Proposed Regulations”) regarding disguised payments for services under Section 707(a)(2)(A) of the...more

New Proposed Treasury Regulations Focus on Management Fee Waivers

On July 22, 2015, the U.S. Treasury Department and Internal Revenue Service released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code relating to disguised payments for services between partners...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

Proposed Regulations on Disguised Payments for Services and Management Fee Waivers

On July 23, 2015, the Internal Revenue Service (“IRS”) issued a Notice of Proposed Rulemaking (the “Notice”) which proposed Treasury regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the...more

Trends for Early-Stage Investing in Emerging Managers

The current environment for early-stage investing with emerging managers reflects an increasing number and variety of early-stage investments firms, an increasing pool of talented emerging managers, and a growing number and...more

P3s: Managing Risks and Rewards

Overview - Successful P3s—Public-Private Partnerships—can be blessings for state and local governments searching for new ways to finance many types of critical “infrastructure”—roads, schools, prisons, and more—and...more

A ‘Clothes’ Call: Anticipating IP Issues in Partnerships

Breaking up is hard to do, in business as in life. Take the story of ‘T’ and ‘M.’ Fresh out of school, T had the vision for a clothing line. The line would be a blend of two cultures, just like its creator: Peruvian and...more

In a Business Owners Agreement, Should All Owners Be Equal?

Good business planning involves owners of the company developing and entering into a shareholders agreement, operating agreement or partnership agreement (owners agreement). A good owners agreement will allow the owners to...more

Who Runs my Joint Venture?

One of the primary purposes of a written partnership (or limited liability company (LLC) operating) agreement is to establish rights and obligations for management. In a general partnership or joint venture, any partner or...more

How Big Is My Partnership Agreement?

When parties intend to become partners, they typically enter into a written agreement with the terms of their arrangement; “handshake” deals are few and far between. This is certainly advisable, as people forget facts,...more

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

The Importance of Planning Joint Venture Exit Strategies

With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more

Mandatory Retirement in Professional Services Firms

On May 22, 2014, the Supreme Court of Canada released its decision in McCormick v Fasken Martineau DuMoulin LLP. The Court found that John McCormick, an equity partner in Faskens, was not an employee for the purposes of the...more

Treasury Proposes REIT Solar Regulations but Excludes Most Common Transactions

On the same day as President Obama’s speech championing solar, the Department of the Treasury proposed regulations defining “real estate assets” for purposes of the definition of a real estate investment trust (REIT). The...more

Arbitration Act 1996 Section 42: Neither a rubber stamp nor a licence to revisit

Section 42 of the Arbitration Act 1996 acts as an effective, although rarely used, mechanism to enforce a recalcitrant party to comply with an arbitrator's peremptory order. But how deep into the merits of a peremptory order...more

Avoiding multimillion-dollar liability for de facto partnership breach under Texas law: one useful tip

After a lengthy trial, a Dallas jury has found that a de facto partnership existed between Energy Transfers Partners, L.P. (ETP) and Enterprise Products Partners, L.P. “to market and pursue a pipeline project to transport...more

DV Realty Advisors LLC v. Policemen’s Annuity & Benefit Fund of Chi., Ill., No. 547, 2012 (Del. Aug. 26, 2013)

This en banc decision is the latest opinion by the Delaware Supreme Court interpreting language in limited partnership agreements. The Court here affirmed the Court of Chancery’s decision granting declaratory judgment in...more

Partnership and Similar Agreements - Douglas W. Lubic, Esq. [Video]

In this informational video, Douglas W. Lubic, Esq., of the law firm of Wilentz, Goldman & Spitzer describes Business Partnership and Similar Agreements. Do you know what to do when you partner with someone in a business...more

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