The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market
Law School Toolbox Podcast Episode 495: Listen and Learn -- Partnership Liability
What happens when a majority owner makes a bad-faith capital call?
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video C)
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video B)
PE Roundtable Discussion With Hamilton Lane - Getting the Band Together: Club Deals and Co-Investment Fundraising Are on the Rise (Video A)
THE ACCIDENTAL ENTREPRENEUR PART III
THE ACCIDENTAL ENTREPRENEUR
Fundraising Trends in Private Equity for GPs and LPs
Podcast: Fund Subscription Facilities: Key Considerations for Limited Partners
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
On January 16, 2026, the Fifth Circuit decided Sirius Solutions, L.L.L.P. v. Commissioner, which vacated a prior decision of the Tax Court that had denied limited partners in a state law limited partnership the benefit of the...more
The private funds landscape is entering a new phase in 2026, with limited partners (LPs) exerting greater influence on fund design and prioritizing liquidity solutions....more
A recent federal court decision furnishes limited partners with a significant tax victory. The Fifth Circuit Court of Appeals recently decided that limited partners are eligible for the self-employment tax exclusion under...more
The U.S. Court of Appeals for the Fifth Circuit ruled that the meaning of “limited partner” under Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”), is determined under state law. ...more
In the latest self-employment tax ruling, the Fifth Circuit Court of Appeals issued a ruling in Sirius Solutions, L.L.L.P. v. Commissioner (the “Ruling”) that will ultimately permit state-law limited partners to exclude their...more
On January 16, 2026, in Sirius Solutions, L.L.L.P. v. Commissioner, No. 24-60240 (5th Cir. Jan. 16, 2026), the U.S. Court of Appeals for the Fifth Circuit reversed the Tax Court and held that, for self-employment tax...more
In the summer of 2025, we issued an alert on this subject, U.S. Tax Court Issues Ruling on Self-Employment Tax Exception for Limited Partners (06.11.2025). The case discussed in that alert was the third of a series of...more
This January, the Fifth Circuit Court of Appeals in Sirius Solutions L.L.L.P. v. Commissioner reversed a pro-IRS decision by the United States Tax Court and eased the burden of self-employment tax for passive owners in...more
On January 16, 2026, the United States Court of Appeals for the Fifth Circuit issued a ruling defining the term “limited partner” as used in the Internal Revenue Code of 1986, as amended (the “Code”). The Court held that a...more
On January 16, 2026, the U.S. Court of Appeals for the Fifth Circuit decisively rejected the IRS’ attempt to narrow the definition of “limited partner” for purposes of the self-employment tax exclusion under section...more
In a significant decision for the investment funds industry, the U.S. Court of Appeals for the Fifth Circuit has officially rejected the Internal Revenue Service (IRS)’s “passive investor” test for the limited partner...more
On January 16, 2026, the U.S. Court of Appeals for the Fifth Circuit issued a closely watched decision in Sirius Solutions, L.L.L.P. v. Commissioner (“Sirius”), vacating and remanding the Tax Court’s holding that certain...more
On January 16, 2026, the U.S. Court of Appeals for the Fifth Circuit rejected the “Passive Investor” test used by the Tax Court in Soroban Capital Partners LP v. Commissioner (“Soroban”) and determined that limited partners...more
On January 16, 2026, the US Court of Appeals for the Fifth Circuit became the first federal appellate court to interpret the “limited partner” exception from self-employment tax under Section 1402(a)(13) of the Internal...more
Last week, the federal Court of Appeals for the Fifth Circuit ruled that the U.S. Tax Court had misinterpreted the Code’s self-employment tax rules as they apply to individuals who hold limited partnership interests in a...more
On January 16, 2026, the Fifth Circuit, in Sirius Solutions L.L.L.P. v. Commissioner (“Sirius”), reversed the Tax Court and held (in a 2-1 decision) that partners with limited liability are not subject to self-employment tax...more
Selecting your business entity is one of the most consequential decisions you'll make as a Texas entrepreneur. The wrong choice can cost you thousands in unnecessary taxes, expose your personal assets to business liabilities,...more
The U.S. Court of Appeals for the Fifth Circuit issued a pivotal decision in Sirius Solutions, L.L.L.P. v. Commissioner on January 16, 2026, rejecting the government's "passive investor" test and instead finding that a...more
ECCTA introduces wide-ranging and significant reforms to UK company and UK limited partnership (UKLP) laws. Its principal objectives are to: (i) expand the role of the registrar of companies (the Registrar) and strengthen the...more
1. A banner year: Secondary market transactions reach record levels - Transaction volume in the secondary market is on track for another record year, reaching USD102 billion in just the first six months of 2025 and USD165...more
An action filed last month in the Delaware Court of Chancery by an investor in a private equity fund highlights the potential risks to fund sponsors when investors are dissatisfied with continuation vehicle (“CV”)...more
Like the English Insolvency Act 1986, and in common with multiple jurisdictions across the common law world, including Australia, New Zealand, Hong Kong, Singapore, Malaysia, India, Ireland, Bermuda and the Cayman Islands,...more
Strict compliance with contractual conditions precedent, yea or nay? In New York, it depends. Now, the general rule is that strict compliance with contractual conditions precedent is required....more
In late October of 2024 the UK Government announced its plans to bring carried interest within the income tax regime from April 2026, to be taxed as deemed trading income, subject to an effective tax rate of 34.1%....more
When a limited partner notifies a venture capital fund of its intention to transfer its limited partnership interest to an unrelated assignee, the general partner should follow a structured process to ensure compliance with...more