News & Analysis as of

Fiduciary Duty Limited Partnerships

Katten Muchin Rosenman LLP

ILPA Publishes Guidance on NAV Financing in Private Equity Strategies

The Institutional Limited Partners Association (ILPA) recently issued guidance (Guidance) for limited partners (LPs) and general partners (GPs) on the use of net asset value (NAV)-based financing facilities in private equity...more

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

Dorsey & Whitney LLP on

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more

Winstead PC

Presentation: Fiduciaryize Your Case

Winstead PC on

David F. Johnson presented his speech on “Fiduciaryize Your Case” to the State Bar of Texas’s Advanced Civil Trial Course in Frisco, Texas, on July 11, 2024. This presentation covered what a fiduciary relationship means, the...more

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

Freiberger Haber LLP on

To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

ArentFox Schiff

ILPA Releases Continuation Fund Guidance

ArentFox Schiff on

As general partners increasingly use continuation funds to generate optionality within a fund, it is important for limited partners to align their interests with general partners in such situations. To assist with this...more

Katten Muchin Rosenman LLP

A New Era for Continuation Fund Transactions: ILPA Issues New Guidance

Challenging economic conditions have made it even more attractive for certain General Partners (GPs) to seek to maintain existing assets owned by fund vehicles. Continuation funds offer GPs a mechanism for doing this by...more

Hogan Lovells

ILPA releases considerations for continuation fund transactions

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The Institutional Limited Partners Association (ILPA) released considerations for both limited partners (LPs) and general partners (GPs) in respect of continuation fund transactions, including GP-led secondaries, in May 2023....more

Winstead PC

Federal Court Dismissed Some But Not All Claims Against Individuals And Entities Arising Out Of Operation Of A Limited Partnership

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In Dunn v. Chappelle (In re Alta Mesa Res., Inc.), a bankruptcy trustee sued the officers and directors of a limited partnership and related entities for operating a drilling program despite having lower than expected...more

Patterson Belknap Webb & Tyler LLP

Fiduciary Duties Waivable by Contract, Precluding Claims

The U.S. Bankruptcy Court in Manhattan recently reminded us why Delaware choice-of-law provisions are so popular in limited partnership and other agreements.  In an adversary proceeding, Judge David S. Jones held that...more

Patton Sullivan Brodehl LLP

Can a Statutory Buyout be Dodged by Dismissal?

The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure.  This is true in both LLCs (Corporations Code section 17703.03) and...more

Hicks Johnson

Exculpation Provisions in LLC Agreements: A Comparison of Delaware and Texas

Hicks Johnson on

Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more

Lowenstein Sandler LLP

Is a Limited Partner’s Waiver of Their Statutory Right to Book and Records Enforceable? The Answer is Less than Clear.

Lowenstein Sandler LLP on

Inspection rights in a partnership agreement are frequently ignored until a dispute arises. And by that time, a limited partner’s degree of access may make the difference as to whether a lawsuit is ultimately filed. ...more

Proskauer Rose LLP

SEC Chair Gensler Signals SEC Policies for Private Funds

Proskauer Rose LLP on

On November 10, 2021, in prepared remarks before a meeting sponsored by the Institutional Limited Partners Association (ILPA), Securities and Exchange Commission (SEC) Chair Gary Gensler presented his views on the role and...more

Patton Sullivan Brodehl LLP

Portrait of a Mangled Business Divorce

Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution of an LLC are: 1. the statutory buyout procedure, and 2. claims for...more

Morris James LLP

Chancery Excuses Demand Where General Partner and its Controller Faced Substantial Likelihood of Liability

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Lipman v. GBP Capital Holdings, LLC, C.A. No. 2020-0054-SG (Del. Ch. Nov. 18, 2020) - In derivative actions, a plaintiff must either make a pre-suit demand or plead with particularity why demand should be excused. As this...more

Winstead PC

Court Holds That Purchaser Of Partnership Property Was Not Liable For Aiding And Abetting A General Partner’s Breach Of Fiduciary...

Winstead PC on

In Cohen v. Newbiss Prop., a limited partner sued a transferee of real property for aiding and abetting breach of fiduciary duty and conspiracy to breach fiduciary duty. No. 01-19-00397-CV, 2020 Tex. App. LEXIS 9190 (Tex....more

Winstead PC

Court Addresses Claims Against A Trustee Arising From The Management Of A Limited Partnership Interest

Winstead PC on

In Benge v. Thomas, a settlor created a trust and appointed her daughter, Missi, as the trustee. No. 13-18-00619-CV, 2020 Tex. App. LEXIS 6888 (Tex. App.—Corpus Christi August 27, 2020, no pet.)....more

Kramer Levin Naftalis & Frankel LLP

What to Tell Your Investor Limited Partners (or Stockholders or LLC Members)

A Delaware Supreme Court case earlier this year, Dohmen v. Goodman (Del. June 23, 2020), provides authoritative guidance on the duty of disclosure of management to stockholders, limited partners and members of limited...more

Dechert LLP

Updated ILPA Model LPAs Continue to Miss the Mark(et)

Dechert LLP on

The Institutional Limited Partners Association (“ILPA”) has recently released an update to its model limited partnership agreement (the “Model LPA”) for private equity funds and other closed-ended funds. One of the stated...more

Morris James LLP

Chancery Rejects Bid to Jettison USACafes and its Holding That, Absent Agreement to the Contrary, the Controllers of a Corporate...

Morris James LLP on

Fannin v. UMTH Land Development, L.P. (In re: United Development Funding III, L.P.), C.A. No. 12541-VCF (Del. Ch. Jul. 31, 2020). The Court of Chancery has concluded that in certain situations, equity will, by default,...more

Cooley LLP

Blog - Primer: Handling LP Defaults

Cooley LLP on

Historically, the incidence of “serious” defaults (“serious” meaning contribution failures that persist to a point in time at which consideration of enforcement action is necessary) in institutional venture capital funds is...more

Nossaman LLP

ILPA Publishes Highly Anticipated Deal by Deal Model LPA Agreement

Nossaman LLP on

The Institutional Limited Partners Association (ILPA) released a Model Limited Partnership Agreement (LPA) for general partners (GPs) and limited partners (LPs) structuring private fund investment transactions in October...more

Troutman Pepper

Fiduciary Duty Of Disclosure Does Not Apply To Individual Transactions With Equityholders

Troutman Pepper on

In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more

Morris James LLP

Claims Alleging that Icahn-Entities Schemed to Buy Out Minority Unitholders on the Cheap Survive Motion to Dismiss

Morris James LLP on

In re CVR Refining, LP Unitholder Litig., Consol. C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020). The Court of Chancery declined at the pleadings stage to dismiss claims for breach of a governing limited partnership...more

Farrell Fritz, P.C.

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on

I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more

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