News & Analysis as of

Limited Partnerships

Taxes in Florida

by Foodman CPAs & Advisors on

The Sunshine State is one of the lowest tax burden states in the US. Florida has no state individual income tax. At the state level, there is NO tax on social security benefits, retirement income, IRAs, 401(k) accounts,...more

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Foreign Partners Victims of Tax Reform - Tax Update, Volume 2018, Issue 1

by Pepper Hamilton LLP on

More than 25 years after the IRS announced its position that foreign partners were subject to tax on the gain from the sale of the partnership interests, the Tax Court decided in favor of taxpayers. ...more

Appellate Court Notes

by Pullman & Comley, LLC on

Appellate Court Advance Release Opinions: AC39520 - Stratek Plastics, Ltd. v. Ibar - Remember the case that held you could not recover your attorney fees in a mechanic lien foreclosure as the plaintiff unless there had...more

Appeals Court Reinstates Derivative Claims Dismissed for Conflict of Interest Where Parties’ Relationship Not “Especially...

by Farrell Fritz, P.C. on

Almost always there are elements of acrimony and intense emotion in litigation between co-owners of closely held business entities. The degree of toxicity can vary widely from case to case, although it tends to show up more...more

The RCF IV v FCT decision: US limited partners entitled to treaty benefits for gains made by Cayman Islands limited partnerships

by DLA Piper on

An important Australian tax treaty benefits decision - concerning gains made by two private equity funds on exit of their Australian investment - was handed down on 5 February 2018, by the Australian Federal Court constituted...more

NJ Tax Court: Division Assessment Stricken Because Limited Partnership Not Subject to Corporation Business Tax

by Reed Smith on

Yesterday, the New Jersey Tax Court of New Jersey issued yet another decision involving the taxation of partnerships and their nonresident limited partners in National Auto Dealers Exchange, L.P. v. Director, Div. of...more

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

by Jackson Walker on

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

Court Of Chancery Discusses How To Plead A Lack Of Good Faith

by Morris James LLP on

Dieckman v. Regency GP LP, C.A. 11130-CB (ORDER) (February 20, 2018) - This Order is helpful in setting out how to plead that a board decision subject to a “good faith” test in an LP agreement did not meet that standard....more

Smith v. Comm’r: Before You Take that Business-Related Tax Loss, Ask “Does My Business Have a Bona Fide Purpose?”

Last fall, the U.S. Tax Court decided the case of Smith v. Comm’r. It’s not a pivotal case, but it stands as a good reminder of the adage “you don’t get something for nothing.” At the heart of the case was a complicated tax...more

Developments in Capital Call Subscription Facilities: 2017 Year in Review

by Ropes & Gray LLP on

Capital call subscription credit facilities have become increasingly popular in recent years among private fund sponsors and investors. The primary purpose of these facilities is to enable the fund borrower to make...more

Do you know which Business Structure to choose when starting a New Business?

by Foodman CPAs & Advisors on

When opening a new business, electing a business structure is an important decision. The business structure elected can affect how much will be paid in entity income taxes, record-keeping requirements, how much personal ...more

Pennsylvania Act 170 of 2016: Implications for Real Estate Transactions

by Blank Rome LLP on

In late 2016, Act 170 of 2016 (“Act 170”) was signed into law, heralding changes to the existing laws covering unincorporated entities in Pennsylvania. Act 170 went into effect on February 21, 2017, for newly formed general...more

Nevada Legislature Reinforces Internal Affairs Doctrine and Emphasizes Transparency in 2017 Business Law Amendments

The 79th Session of the Nevada Legislature enacted several meaningful amendments to Title 7 of the Nevada Revised Statutes (NRS), which governs business entities, including corporations, limited liability companies and...more

New Jersey Tax Court: Limited Partner has Nexus with New Jersey

by Reed Smith on

In a decision released today, the Tax Court of New Jersey ruled in Preserve II, Inc. v. Division of Taxation that a limited partner’s interest in a partnership doing business in New Jersey created nexus for corporation...more

Nevada Now Requiring Director Names Upon Incorporation

by Allen Matkins on

Until this month, incorporators of Nevada corporations to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the...more

Major GST/HST changes affecting investment limited partnerships

by Dentons on

On September 8, 2017, the Department of Finance Canada released proposed amendments to the Excise Tax Act (“ETA”) that could deem certain payments from “investments limited partnerships” to its general partner (“GP”), which...more

Finance Canada Seeks Comments on New Tax Proposals Regarding Investment Limited Partnership Rules

On September 8, 2017, Canada’s Department of Finance released draft legislation to amend the Excise Tax Act (Canada) with regards to “Investment Limited Partnerships”, and is accepting comments until October 10, 2017. If...more

This California Court Held That A Limited Partnership Is No Person

by Allen Matkins on

In preceding posts, I commented on the multifarious definitions of “person” in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code’s...more

Co-Investment: How Private Equity Firms Can Protect Themselves and Still Make Their Investors Happy

by BakerHostetler on

Co-investment is a major topic in the private equity industry these days. General partners of private equity funds are faced with more and more demand from investors for co-investment opportunities or, at a minimum, the...more

Scottish limited partnerships and pension scheme funding: action needed by trustees and employers?

by Hogan Lovells on

From 24 July 2017, Scottish limited partnerships are required to register details of "persons with significant control" (PSCs) over the partnership and "relevant legal entities" (RLEs) with Companies House. For this...more

Funds Talk: August 2017 - ILPA Offers LPs and GPs Guidance on the Use of Subscription Lines of Credit and Alignment of Interests

The Institutional Limited Partners Association (ILPA) recently released “Subscription Lines of Credit and Alignment of Interests,” a report designed to provide private equity fund limited partners (LPs) guidance regarding...more

ILPA Issues Guidance on Use of Subscription Credit Facilities

by Dechert LLP on

The Institutional Limited Partners Association (“ILPA”), the body that represents the international limited partner community, has recently issued a best practice guide to assist both investors and managers1 with the use of...more

Foreign Partner Not Taxable on Partnership Sale

by Pepper Hamilton LLP on

Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in...more

Subscription Lines: Growing Tensions Between Fund Managers and Investors

by Bryan Cave on

The use of subscription lines to cover capital calls has evolved from short term bridge facilities (generally paid off within 90 days) into longer term facilities used by fund managers for cash management and greater...more

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