News & Analysis as of

Partnership Agreements

Farrell Fritz, P.C.

A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

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How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more

Farrell Fritz, P.C.

Summer Shorts: An Unusual Application of LLC Law § 608 and Other Decisions of Interest

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Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more

Mandelbaum Barrett PC

Starting a Business with Loved Ones: How to Protect Both Your Business and Personal Relationships

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Considering starting a business with your loved ones and wondered how you can make it work without jeopardizing your personal relationships? Starting a business with family members or close friends can be deeply rewarding,...more

Holland & Knight LLP

Tennessee Trust Bill Takes Effect and Makes Important Changes to the State's Trust Laws

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Tennessee Gov. Bill Lee approved Public Chapter No. 695 on April 11, 2024, as passed by the Tennessee General Assembly (Trust Bill). The new law became effective on July 1, 2024, and it made several important changes to...more

Conyers

Limited Partners’ Extensive Right to True and Full Information

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In the Matter of Gulf Investment Corporation et al v The Port Fund LP et al (“Gulf Investment”) and the earlier judgment of Dorsey Ventures Limited v XIO GP Limited (“Dorsey Ventures”), the Cayman Islands Grand Court provided...more

Farrell Fritz, P.C.

Oral Joint Ventures: The Wild West of Business Associations

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The lion’s share of cases we write about on New York Business Divorce involve consummated business relationships where the warring parties have clearly chosen the particular entity form governing their relations, whether it...more

Whiteford

Client Alert: Update: How "Profits Interest" Works And Why Knowing That Can Matter A Whole Lot

Whiteford on

In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation...more

Skadden, Arps, Slate, Meagher & Flom LLP

Employment Flash - March 2024

In this issue of Employment Flash: the new DOL rule on independent contractors, SCOTUS’s unanimous Sarbanes-Oxley whistleblower ruling, plus labor law developments in California, Delaware, D.C., New York, the EU, Germany and...more

Pillsbury Winthrop Shaw Pittman LLP

Commercial Real Estate Partnership Cancellation of Debt Income

The complexities of cancellation of debt income (CODI), including bankruptcy and insolvency implications, are important to understand. When debt is cancelled or discharged, the borrowed funds become taxable income, or...more

BakerHostetler

Delaware Supreme Court Settles Forfeiture-for-Competition Question, Adopts Employee Choice Doctrine - Seventh Circuit Asks, ‘Are...

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Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more

Blank Rome LLP

What’s Ahead for Healthcare? Disruption, Diversification, Investment, and Emboldened Employers

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Episode 2: What’s Ahead for Healthcare? Disruption, Diversification, Investment, and Emboldened Employers - In this episode of BRight Minds in Healthcare Delivery, Josh M. Berlin, JD, joins host Eric Tower to talk about five...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Enforces Forfeiture for Competition Provision in Partnership Agreement

In Cantor Fitzgerald, L.P. v. Ainslie, No. 162, 2023, 2024 WL 315193 (Del. Jan. 29, 2024), the Delaware Supreme Court held enforceable a “forfeiture for competition” provision in a limited partnership agreement, upholding...more

Ballard Spahr LLP

Is the Delaware Supreme Court Pushing Back on Chancery’s Suspicion of Non-Competes?

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The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more

Mandelbaum Barrett PC

Do I Really Need a Partnership Agreement for My Dental Business?

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The key question here is: “Do I need a partnership agreement if I am going into business or already in business with a partner?” The term “partnership agreement” refers generally to an agreement between owners of a dental...more

Seyfarth Shaw LLP

Delaware Supreme Court Curbs Erosion of Forfeiture-for-Competition Protections

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Delaware has long been favored by businesses for many reasons, including its courts’ deference to parties’ ability to contract. Recently, however, the Delaware Chancery Court was seemingly less deferential to restrictive...more

Skadden, Arps, Slate, Meagher & Flom LLP

Ruling: Forfeiture-for-Competition Provisions in Delaware Partnership Agreements Are Not Subject to a Reasonableness Review

On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a decision of the Delaware Court of Chancery holding that a forfeiture-for-competition provision in a partnership agreement was a...more

Epstein Becker & Green

Free to Forfeit: Delaware High Court Holds Employee Choice Is Proper Lens for Evaluating Forfeiture-for-Competition Provisions in...

In a bombshell ruling last year that upended longstanding Delaware law, the Delaware Chancery Court ruled in Ainslie v. Cantor Fitzgerald, L.P., 2023 WL 106924 (Del. Ch. Jan. 4, 2023), that forfeiture-for-competition clauses,...more

Goodwin

Playing the ‘What If’ Game When Reviewing Fintech–Bank Partnership Agreements

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In this edition of Fintech Flash, we discuss important things to consider when reviewing fintech-bank partnership agreements with a particular focus on their transition sections implicated when agreements are terminated or...more

Jenner & Block

[Webinar] Best Practices in Establishing and Documenting a Bank-Fintech Partnership - February 14th, 1:00 pm - 1:30 pm ET

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Join Jenner & Block Partners Jeremy Creelan and Laurel Loomis Rimon and Co-Founder and CEO of FS Vector John Beccia for the second CLE webinar in our series on Bank-Fintech Partnerships. Speakers will address: - Key...more

Bass, Berry & Sims PLC

OIG Approves Hospital’s Redemption Offer to Retiring Physician-Owners

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On January 3, the U.S. Department of Health and Human Services Office of Inspector General (OIG) published Advisory Opinion No. 23-12, approving a physician-owned hospital’s offer to redeem over a two-year period the...more

Mayer Brown

Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

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Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) ...more

Tonkon Torp LLP

Lawsuits Don’t Often Make Your Dreams Come True

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The recent legal clash between Daryl Hall and John Oates highlights key lessons about partnership dynamics and the necessity for a well-crafted partnership agreement. Their conflict, while centered on assets derived from...more

Fox Rothschild LLP

A Publicly Filed Court Document Does Make a Sound, Even if No One is Around to Hear It

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When an amended complaint renders the arguments of a motion to dismiss moot, what effect does it have on the public’s ability to view the parties’ filings on the motion? In Karriker v. Harpoon Holdings, L.P., 2023 NCBC 67,...more

Proskauer Rose LLP

UK Tax Round Up - October 2023

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Welcome to the October edition of the UK Tax Round Up. This month has seen the Supreme Court’s judgment on the operation of the employment-related securities deeming provision, the Court of Appeal’s decision on what...more

Troutman Pepper

Rolling Over and Section 704(c); What's the Big Deal? — Part 1: The Basics

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When entering into a partnership agreement where one partner is contributing cash and another partner is contributing appreciated property, inevitably, a tax advisor is going to ask, which Section 704(c) allocation method...more

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