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Partnership and Similar Agreements - Douglas W. Lubic, Esq.
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
What makes a partnership a partnership? What makes a partner a partner? To be clear, I’m referring to partners in a general partnership....more
When it comes to accounting firm partnership agreements, governance is a key component. In this article, we discuss various governance provisions to consider when drafting an accounting firm partnership agreement....more
Under California's former general partnership law, a partner was a "coowner with the other partners of specific partnership property holding as a tenant in partnership." Former Cal. Corp. Code § 15025(1). Whether this was...more
ILPA has recently published a model limited partnership agreement (LPA) that reflects preferred terms and practices for the LP community investing in private equity funds. The Model LPA conforms to ILPA Principles 3.0...more
In Gray vs. Ward, Ward and Gray started a limited partnership where Ward was a limited partner and Gray was a limited partner and the manager of the general partner. No. 05-18-00266-CV, 2019 Tex. App. LEXIS 6992 (Tex....more
If you signed an LLC operating or partnership agreement prior to January 1, 2018, it may need to be amended to accommodate a significant new rule regarding taxation of partnerships. Effective for tax years beginning after...more
The California Supreme Court has written that a "trust is a fiduciary relationship with respect to property in which the person holding legal title to the property--the trustee--has an equitable obligation to manage the...more
In Re Bay Hills Emerging Partners I L.P., C.A. No. 2018-0234-JRS (Del. Ch. July 2, 2018) - This decision deals with the oft encountered problem of a race to different courthouses by counterparties. What makes this...more
Five Business Entity Forms in Both Texas and Delaware - • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) This program focuses on...more
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
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
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
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