News & Analysis as of

Capital Contributions

The Impact on Financing Transactions if the House’s “Tax Cuts and Jobs Act” Passes

On November 2, 2017, House Ways and Means Committee Chairman Kevin Brady (R-TX) introduced a tax bill entitled the Tax Cuts and Jobs Act (“H.R. 1”), and later proposed amendments to the bill on November 3, November 6, and...more

Financial Services Quarterly Report - Second Quarter 2017: A New Lease of Life for Limited Partnerships in the UK

by Dechert LLP on

The UK has introduced legislative changes that could reinvigorate the use of partnerships for private funds in the UK. The Legislative Reform (Private Fund Limited Partnerships) Order 20171 (Order), which introduces the...more

Supreme Court to Decide Bankruptcy Test for Recharacterizing Insider Debt Claims

by Ropes & Gray LLP on

On June 27, 2017, the U.S. Supreme Court agreed to hear an appeal brought by Ropes & Gray of the Fourth Circuit’s decision in PEM Entities LLC v. Eric M. Levin & Howard Shareff. The Supreme Court’s decision in the case will...more

Private Fund Limited Partnership: The UK’s New Fund Vehicle

by Shearman & Sterling LLP on

With effect from 6 April 2017, the United Kingdom has overhauled its limited partnership legislation to create a new form of limited partnership: the Private Fund Limited Partnership (“PFLP”). The PFLP is designed solely for...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

Business Divorce Nation: Five States, Five Cases

by Farrell Fritz, P.C. on

It’s true that the statutory and common-law rules at play in business divorce cases can vary widely from state to state. But it’s also true that court decisions in one state can influence courts in other states, and can...more

English LPs Upgraded: The Private Fund Limited Partnership

by Reed Smith on

The government recently consulted on proposed changes to the Limited Partnerships Act 1907 (the “LPA 1907”) and the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (“LRO”) implementing those changes came...more

Limited Partnership Reform – Streamlining the Existing UK Limited Partnership Regime for Private Funds

by Proskauer Rose LLP on

On 6 April 2017, changes to the law governing UK limited partnerships will come into effect through the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (the "LRO"). The changes introduce the new concept of a...more

Dissecting the Proffer Reform Bill

by Williams Mullen on

Virginia Code § 15.2-2303.4, the Proffer Reform Bill, went into effect on July 1, 2016. The bill was an effort by the Virginia General Assembly to overhaul localities’ proffer programs. ...more

"IRS and Treasury Issue Final Debt/Equity Regulations"

On October 13, 2016, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) issued temporary and final Treasury regulations under Section 385 of the Internal Revenue Code of 1986, as amended (the Final...more

New Regulation issued governing non-Jordanian Investment

by Dentons on

Regulation No. 77 of 2016 governing non-Jordanian Investment (the Regulation) has been published in the Official Gazette on 16/6/2016. The Regulation offers significant changes as compared with the old regulation, which...more

Thinking of Crowdfunding Your Project? Beware – the Taxman Cometh

The IRS Office of Chief Counsel recently released Information Letter 2016-0036 in response to questions regarding the taxation of crowdfunding revenue. In it the IRS concluded that crowdfunding revenue is taxable to the...more

Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened...

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that...more

Proposed changes to the UK Limited Partnership Act 1907

by Reed Smith on

On 23 July 2015, the UK Treasury published a consultation paper and draft Legislation Reform (Limited Partnership) Order 2015 setting out its proposed amendments to the Limited Partnership Act 1907 (LPA 1907). The...more

Fourth Circuit Finds Disguised Sale of VA Land Conservation Tax Credits

by Miles & Stockbridge P.C. on

In Route 231, LLC v. Commissioner, 117 AFTR 2d 2016-XXXX (4th Cir. 2016), the U.S. Court of Appeals for the Fourth Circuit held that certain funds received by the taxpayer constituted income from the sale of Virginia land...more

Fourth Circuit Affirms Tax Court Decision Holding Partnership Allocation of State Tax Credits Was a Taxable Disguised Sale.

by Williams Mullen on

In its recently issued opinion in the case of Route 231, LLC v. Commissioner, No. 14-1983, 2016 WL 97598 (4th Cir. 2016), the U.S. Court of Appeals for the Fourth Circuit (the “Court”) affirmed the U.S. Tax Court’s decision...more

In re Alternate Fuels, Inc.: Key Takeaways for Venture Capitalists Working with Emerging Companies

by Dorsey & Whitney LLP on

Venture capitalists (“VCs”) often provide needed debt financing such as bridge loans to emerging companies in financial distress. However, given their insider status with these companies, VCs may encounter issues with such...more

UK Partnerships – Proposed Collective Investment Scheme Legislation Amendments

On July 23, as part of the proposals announced in the Summer Budget by the Right Honourable George Osborne MP, UK Chancellor of the Exchequer, Her Majesty’s Treasury published a paper (Consultation Paper) in which certain...more

German Investment Taxation – Reform Ahead

by Dechert LLP on

The German Ministry of Finance (Bundesfinanzministerium) circulated a discussion draft bill on the reform of fund taxation (‘Draft Bill’) on 22 July 2015. The Draft Bill contains significant changes to the German tax...more

IRS Confirms that Flip Partnership Guidelines Do Not Apply to Solar Projects

by McDermott Will & Emery on

The IRS has advised that the flip partnership guidelines under Rev. Proc. 2007-65, 2007-2 C.B. 967, do not apply to solar facilities or other projects claiming the Section 48 investment tax credit (ITC). The statement, made...more

SEC Staff Issues Money Market Fund Reform Frequently Asked Questions

by Dechert LLP on

The Staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) has published responses to frequently asked questions (FAQs) regarding the SEC’s 2014 amendments...more

Homebuilder Series Webinar: Joint Ventures Solutions, Steve Lear

by Bilzin Sumberg on

This is the second in a series of in-depth webinar discussions that cover a range of legal and business issues affecting the homebuilder industry. Homebuilders frequently use joint ventures as a means to finance...more

MOFCOM to Confirm Relaxation of Registered Capital Contribution Requirements for FIEs

On June 17, 2014, the Ministry of Commerce (the “MOFCOM”), the major regulator of foreign investment in China, issued the Notice on Improving Foreign Investment Review Administration (the “MOFCOM Notice”) to make it clear...more

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