Partnership Agreements

News & Analysis as of

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

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

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...

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?

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

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

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

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?

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

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

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

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

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

Right to Veto Clause Prevents Partnership’s Virtual Reality Lawsuit

A judge in the Northern District Court of California ruled that a virtual reality firm’s “right to veto” provision in its partnership agreement prevented the company from bringing suit against Oculus VR, LLC (“Oculus”), a...more

Insights Newsletter - June 2016

TO SUFFER OR PERMIT: How The Broad Scope Of The Fair Labor Standards Act Is Increasing The Risk Of Doing Business - 2016 is shaping up to be a troubling one for employers subject to the provisions of the Fair Labor...more

Taxing LLC Options (It’s Complicated)

Options, warrants, convertible equity and convertible debt are all familiar tools of corporate finance. Taxing LLC Options covers the federal income taxation of non-compensatory options (NCOs) issued by partnerships and LLCs...more

Big Head, Big Dreams, Big Mistake?

At least on paper, Episode 23 was a heartwarming story of new beginnings. Sure, Richard was subjected to an excruciating limbo during which Laurie interviewed other people for “his” job as CEO. But it turns out that was...more

Top 5 Legal Mistakes Business Clients Make

Starting a business can be fraught with potential legal issues that are often overlooked by first-time entrepreneurs. Many details that don’t seem pressing at the start can mean the difference between success and failure...more

New Partnership Audit Rules Will Require Amendment of All Partnership Agreements by 2018

On November 2, 2015, Congress passed the Bipartisan Budget Act of 2015, Section 1101 of which repeals the long-standing current rules for IRS audits of partnership entities and replaces those rules with a new centralized...more

Court Of Chancery Explains What Is Required To Plead Bad Faith

This is an interesting decision for at least two reasons. First, in it the new Vice Chancellor demonstrates that he is both well-versed in Delaware business entity law and fully capable of carrying out the Court of Chancery’s...more

Partnerships Must Respond to New Audit Rules

The recently-enacted Bipartisan Budget Act of 2015 includes a far-reaching overhaul of the rules applicable to IRS partnership audits and tax adjustments. This will be significant for partnerships and limited liability...more

Changes to IRS Partnership and LLC Audit Rules

Recent history has seen a proliferation of health care organizations—including tax-exempt organizations, for-profit companies, and physician practice groups—that have joined together to take advantage of different synergies...more

New Partnership Tax Audit Rules

The Bipartisan Budget Act of 2015 establishes new rules (the “New Partnership Audit Rules”) for the conduct of federal income tax audits of partnerships and the assessment and collection of income taxes resulting from such...more

Delaware Chancery Court Dismisses Challenge to Merger of MLPs - Reaffirms Ability of Limited Partnerships to Modify Fiduciary...

In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP (“Regency”) by Energy Transfer Partners L.P. (“ETP”), holding that Regency’s...more

A Reminder That Modern Large Partnerships are Still Partnerships

Large law and accounting firms ostensibly bear little resemblance to traditional, small-scale partnerships. Nevertheless, in the recent Ontario Superior Court decision in Tim Ludwig PC v BDO Canada LLP, 2016 ONSC 2225, a...more

IRS Sets Short Fuse for Comments, Guidance on New Partnership Audit Rules

As if it wasn’t going to be busy already, the Internal Revenue Service (“IRS”) has set Tax Day, April 15, 2016, as the due date for comments on significant new partnership audit rules. This new law, which was enacted as part...more

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