News & Analysis as of

Partnership Agreements

Pipeline Partnership Verdict Reversed

by Gray Reed & McGraw on

Enterprise Products Partners, L.P. et al v. Energy Transfer Partners, L.P. et al reversed one of the largest jury verdicts in Texas history. You will like this decision if... ...more

New Partnership Audit Rules Apply Beginning January 1, 2018: Is Your Business Ready?

by K&L Gates LLP on

New partnership audit rules will be effective for audits of tax years beginning in 2018. Proposed Treasury Regulations have been released and are expected to be finalized in the next few months. (The comment period is open...more

Business Litigation Alert - "Enterprise Products v. ETP: No Legal Obligation really means No Legal Obligation"

by Porter Hedges LLP on

A Texas Court of Appeals ruled this week that when companies agree in writing that they have no legal obligations to proceed with a project, they mean it. That may appear to be a simple concept but a jury came to a different...more

How Startups Can Protect Their IP Rights

by Revision Legal on

For businesses that are just starting out, intellectual property (IP) rights can be immensely valuable. Your IP rights could be the business asset that sets your company apart from your competitors. Equally important to...more

Debt Dialogue: May 2017 - The 2016 IRS Regulations Regarding Partnership Liabilities and Disguised Sale Rules

The Internal Revenue Service (IRS) issued regulations last October (the 2016 Regulations) that significantly alter the landscape of allocations of partnership liabilities and the disguised sale rules. The 2016 Regulations...more

SEC Halts A “Safe,” “High Return” Investment Scheme

by Dorsey & Whitney LLP on

When the returns are far above market and the investment is safe and carries little to no risk, more likely it fits into the not to be believed category. Yet time after time investors flock to investment programs supposedly...more

New UK Limited Partnership for Private Funds

by Seyfarth Shaw LLP on

On 6 April 2017, a new form of limited partnership came into existence with the introduction of a ‘private fund limited partnership’ (PFLP) under the Legislative Reform (Private Fund Limited Partnership) Order 2017 (LRO). ...more

Practical Partnership Tips: Electronic K-1s and Addressing New Partnership Audit Rules: Tax Update Volume 2017, Issue 2

by Pepper Hamilton LLP on

Partnerships and limited liability companies should begin thinking about addressing the issues presented by the new partnership law in their agreements, even if further changes will be necessary once regulations are issued....more

Business Litigation Alert: "Starting a New Business? Include These Five Provisions in Every Formation Agreement"

by Porter Hedges LLP on

The ultimate success of a business often rests on the ability of its owners to make sound decisions up front - an ounce of prevention, if you will - and avoid bigger problems that might arise later. This principle...more

Court of Appeals Grants Leave to Appeal in Partnership Dissolution Case

On January 10, 2016, the New York Court of Appeals decided to hear a case that has significant consequence in the field of partnership dissolution. The case, Congel v. Malfitano,[1] concerns the allegedly wrongful...more

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

Alternative Duties for Alternative Entities: High Court Allows LLC and LLP Managers to Limit or Waive Fiduciary Duties

by Pierce Atwood LLP on

The nation’s leading forum for business and shareholder disputes recently confirmed that alternative entities such as limited liability companies (LLCs), limited partnerships (LPs) and master limited partnerships (MLPs) can...more

Supreme Court Chips Away at Concept of Direct And Derivative Claims

by Morris James LLP on

Just in time for Christmas, on December 20, 2016, the Delaware Supreme Court issued a Christmas present – or lump of coal, depending on your view – in its opinion in El Paso Pipeline GP Company LLC v. Brinckerhoff. In this...more

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

by Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

Change in How SC Supreme Court Views Conspiracy Claims May be Coming

by McNair Law Firm, P.A. on

As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more

Recently Issued Final, Temporary and Proposed Treasury Regulations Regarding the Allocation of Partnership Liabilities and...

by Morrison & Foerster LLP on

On October 5, 2016, the Internal Revenue Service (“IRS”) and Treasury Department published final regulations (the "Final Regulations"), temporary regulations (the "Temporary Regulations") and new proposed regulations (the...more

How Certain Can You Be Of A General Partner’s Authority?

by Allen Matkins on

In this post, Professor Douglas K. Moll attacks the question of whether a partner has “actual authority, simply as a matter of his ‘partner’ status, to bind the partnership to an ordinary business transaction”...more

Commercial Restructuring & Bankruptcy Alert - October 2016

by Reed Smith on

Welcome to the October 2016 issue of the CR&B Alert, the newsletter produced by Reed Smith's Commercial Restructuring & Bankruptcy Group. Excerpt from newsletter: DELAWARE AND NEW YORK AT ODDS OVER RECLAMATION...more

Tokyo Dispute Resolution & Crisis Management Newsletter – September 2016

by King & Spalding on

A Sleeping Sword – Protection for Japanese Corporations Investing Outside of Japan - A Guide to International Investment Agreements - Introduction - Over the past twenty years, International Investment...more

The Public-Private Partnership Law Review: France

by White & Case LLP on

In France, public-private partnerships (PPPs) are implemented in many economic sectors (e.g., transport, health, justice, education, urban equipment, environment, energy efficiency, telecommunications and culture) for more...more

Can Limited Partnerships Have Officers?

by Allen Matkins on

Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers....more

2016 Legislative Update: Summary of Changes in School Law

by Franczek Radelet P.C. on

BOARDS OF EDUCATION - ENFORCEMENT OF BINDING PUBLIC ACCESS COUNSELOR OPINIONS - Public Act 99-586 - Effective Date: January 1, 2017 - Individuals who file lawsuits to enforce binding opinions from the PAC...more

New Regulations for Partnerships Electing into New Partnership Audit Rules Early

by Locke Lord LLP on

New partnership audit rules enacted into law on November 2, 2015 (the “New Partnership Audit Rules”) generally call for all determinations of adjustments to income and payments of tax pursuant to a partnership tax audit,...more

Keeping Your Team Motivated: A Profits Interest as an Equity-Based Incentive

by Varnum LLP on

Say you own one-half of an LLC that is taxed as a partnership. You and your partner invested the initial capital that was necessary to get the business up and running, and you both built the business with the help of a few...more

"Winding Up" A Law Firm Partnership Doesn't Necessarily Mean Liquidation

by Brooks Pierce on

You can "wind up" a partnership without having to liquidate all of its assets and terminating its existence. So ruled Judge McGuire last week in Hardin v. Lewis, 2016 NCBC 55. But that may not be true for all partnerships. ...more

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