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Limited Partnership Agreements

Mayer Brown

Subscription Credit Facilities: Considerations for Addressing Recallable Capital

Mayer Brown on

Recallable capital has become an increasingly common concept in subscription credit facilities. In this Legal Update, we explain the concept of recallable capital and its role in subscription credit facilities, as well as...more

Paul Hastings LLP

Delaware Supreme Court Rejects “Reasonableness” Test for Forfeiture-for- Competition Provisions

Paul Hastings LLP on

Last week, the Delaware Supreme Court reversed a Chancery Court decision that we wrote about previously, which invalidated a forfeiture-for-competition provision as an unreasonable restraint of trade. The Ainslie et al. v....more

Littler

Delaware Supreme Court Upholds Forfeiture for Competition Provisions, Holding Departed Partners Bargained Away Their Right to Have...

Littler on

On January 29, 2024, the Delaware Supreme Court unanimously reversed a major Delaware Chancery Court decision that had analyzed the “forfeiture for competition” provisions in a limited partnership agreement using a...more

Jackson Lewis P.C.

Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

Jackson Lewis P.C. on

Stemming a tide of Delaware decisions closely scrutinizing and refusing to enforce non-compete agreements, Delaware’s Supreme Court held that forfeiture-for-competition provisions arising out of a Delaware limited partnership...more

BakerHostetler

Delaware Supreme Court Upholds Enforceability of Forfeiture-for-Competition Provisions in Limited Partnership Agreements,...

BakerHostetler on

The Delaware Supreme Court yesterday upheld the enforceability of forfeiture-for-competition provisions in limited partnership agreements, reversing the Court of Chancery, which had reasoned that such provisions should be...more

Cadwalader, Wickersham & Taft LLP

Recallable Capital Ripples November 2023 - Total Recall

Recallable capital is a hot topic these days in both subscription financing and NAV financing transactions, both at industry events and in the press. There has been a good deal of attention to this concept in the NAV market...more

Cadwalader, Wickersham & Taft LLP

Unlocking the Hybrid October 2023 - Why so Seri(e)ous? Cayman Series Partnerships in Fund Finance Transactions

Funds make use of series partnerships across jurisdictions to allow for segregation of partnership interests, assets, distributions and operations into separate series or classes. A particular quirk of Cayman series...more

Cadwalader, Wickersham & Taft LLP

Challenge! The Lender’s Say on the V in NAV August 2023 - The Forgotten LPA Amendment

A fund is a living, breathing organism that aims to achieve much more than being a vessel for a subscription credit facility. The limited partnership agreement (“LPA”) of the fund may have to be amended, restated,...more

Hogan Lovells

A cleaned-up Luxembourg companies law after the summer break

Hogan Lovells on

On 19 July 2023, the Luxembourg Parliament adopted the draft bill n°8007 (the "New Law") which mainly aims at rectifying certain clerical errors and addressing certain inconsistences and uncertainties notably in the...more

ACA Group

Celebs Caught Illegally Touting Crypto, SEC “Rolls Up” on Private Fund Adviser Over Cannabis Fund Fraud, Women Compliance Leaders...

ACA Group on

Lessons Learned - Everybody Else is Doing It! The SEC recently settled with eight celebrities for illegally touting crypto asset securities on their Twitter feeds. Although Justin Sun and his three companies are allegedly...more

Nossaman LLP

Podcast: Outliers and Oddities in Alternative Investment Documents

Nossaman LLP on

Institutional investors and other limited partners are often told they must accept certain terms and provisions in alternative investment fund documents because such terms “are market.” Who is responsible for creating these...more

Cadwalader, Wickersham & Taft LLP

Let’s Be Direct January 2023 | Issue No. 208 - The Corporate Collateral Package in Subscription Facilities: A Share Peg in a Round...

Those in the subscription credit market will likely be familiar with traditional collateral arrangements over the capital call rights of Cayman funds formed as exempted limited partnerships (ELPs). Recently, however, we have...more

Walkers

Changes to the Limited Partnerships (Jersey) Law 1994 – Clarifications, Confirmations and Amendments

Walkers on

Amongst the changes to the Limited Partnerships (Jersey) Law 1994 (the “LP Law”) that have been implemented, included are changes that both helpfully clarify and confirm certain provisions of the existing law with respect to...more

Dechert LLP

Collateralized Fund Obligations (CFOs): The Technicolor Dreamcoat of Fund Finance

Dechert LLP on

Over the past several years as Collateralized Loan Obligations (“CLOs”) reached new and dizzying heights in issuance volume, CFOs have been quietly, and under the radar, gaining market acceptance and momentum among asset...more

Farrell Fritz, P.C.

Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution

Farrell Fritz, P.C. on

You know you’re in big trouble if the post-trial decision in a lawsuit you filed begins like this: “The court finds the plaintiff, Rowen Seibel, not credible. This is primarily because it appears he fabricated evidence...more

Morris James LLP

Court of Chancery Dismisses Thinly-Pleaded Breach of LPA Claim and Breach of Fiduciary Duty Claim Disclaimed by LPA and Foreclosed...

Morris James LLP on

Ryan v. Buckeye Partners L.P. et al., C.A. No. 2021-0432-JRS (Del. Ch. Feb. 9, 2021) - Delaware is a notice pleading jurisdiction. But, even under this forgiving standard, the Court of Chancery Rule 8 still requires that...more

Morris James LLP

Delaware Uniform Arbitration Act Did Not Permit the Court of Chancery to Confirm or Vacate an Interim Partial Arbitration Award...

Morris James LLP on

Astrum Fund I GP, LP v. Maracci, C.A. No. 2020-0919-PAF (Del. Ch. Jan. 27, 2022) - Maracci v. Astrum Fund I GP, LP, C.A. No. 2021-0073-PAF (Del. Ch. Jan. 27, 2022) A limited partnership agreement’s dispute resolution...more

Farrell Fritz, P.C.

General Partner’s Resignation Triggers Nonjudicial Dissolution of Limited Partnership

Farrell Fritz, P.C. on

A limited partnership without a general partner cannot lawfully continue. That’s why it’s critical that the limited partnership agreement thoughtfully address general partner succession and, when triggered, the agreement’s...more

Morrison & Foerster LLP

SEC Identifies Additional Risk Areas from Examinations of Private Fund Advisers

On January 27, 2022, the SEC’s Division of Examinations (“EXAMS”) released a risk alert (the “Risk Alert”) outlining its observations regarding compliance issues uncovered by its staff in examinations of registered investment...more

Kramer Levin Naftalis & Frankel LLP

Bankruptcy Court Holds Arbitration Clause Unenforceable When Underlying Contract Is Rejected Pursuant to Section 365 of the...

In Highland Capital Mgmt. v. Dondero (In re Highland Capital Mgmt.), Case No. 21-03007-sgj (Bankr. N.D. Tex. 2021), the U.S. Bankruptcy Court for the Northern District of Texas held that a debtor could not be compelled to...more

Cadwalader, Wickersham & Taft LLP

Thankful! - November 2021 | Issue No. 153 - Features of Cayman Fund Vehicles and the Curious Case of Padma Fund LP

Most people who have had a reasonable degree of interaction with Cayman funds and fund finance transactions will be well aware that different Cayman vehicles have distinct constructions and legal characteristics (in...more

Morris James LLP

Delaware Superior Court Holds That Claim For Gross Negligence Against Corporate Managers Is An Equitable Claim For Breach Of...

Morris James LLP on

Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) - The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...more

Cadwalader, Wickersham & Taft LLP

Picking Pumpkins October 2021 | Issue No. 149 - Renewals: Commitment Period and Key Person Event Considerations

Over the past few weeks, we have fielded a number of questions from our lender clients about a fund’s ability to call capital to repay a subscription credit facility after the expiration or termination of the commitment...more

Jones Day

Dutch Limited Partnerships Attractive Alternative to Luxembourg and Irish Fund Structuring

Jones Day on

Proposed changes to Dutch tax law will make Dutch limited partnerships attractive private equity and venture capital fund and feeder fund alternatives to Irish and Luxembourg equivalents. A Dutch limited partnership...more

Cadwalader, Wickersham & Taft LLP

Total Recall July 2021 | Issue No. 134 - Getting It Right: Recallable Capital Provisions

As a way to increase the availability of uncalled capital and deploy additional capital for new and existing investments, limited partnership agreements will typically permit the general partner to recall proceeds from...more

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