Partnership Agreements

News & Analysis as of

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

Actions Speak Louder Than Words or Partnership by Ambush?: Formation of Partnerships in Texas after ETP v. Enterprise

On March 4, 2014, a Dallas jury awarded Energy Transfer Partners, L.P. (“ETP”) $319 million in damages after finding that Enterprise Products Partners, L.P. (“Enterprise”) had formed a binding partnership with ETP to build a...more

Labels Can Be Misleading: General Partnership Interests As Securities

In a previous article titled “Are Membership Interests in LLCs Securities Under Oregon Law?”, we considered the application of investment contract theory to determine whether interests in member-managed limited liability...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

Shotgun still works

A recent Ontario case illustrates that a shotgun offer doesn’t have to be perfect to be effective. In the case of Western Larch Limited v. Di Poce Management Limited, the Ontario Court of Appeal considered whether an...more

Partnership agreements needs to be thorough

I was recently interviewed by Law Times regarding a case about partnership buy-in agreements, which, in my view, should contain all material terms, particularly regarding payments the new partners are to make to the firm....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

Legal Fallout From CRE Bust Continues

While recovery is well underway, some commercial real estate industry players are still feeling the recession’s after-shocks through litigation in the courtroom. A recent representative high-profile case is Lennar...more

Accounting Firm Mergers

Merger activity among accounting firms has grown significantly of late. Allan D. Koltin, CEO of Koltin Consulting Group, commented that “2012 was another record year for CPA firm M&A. It represents the fifth consecutive year...more

New Tax Regulations on Noncompensatory Partnership Options

The Internal Revenue Service and Department of the Treasury published in the February 5, 2013 Federal Register final income tax regulations on noncompensatory partnership options (the “Regulations”). At the same time, the IRS...more

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