News & Analysis as of

Limited Partnerships Business Litigation

Farrell Fritz, P.C.

You Get What You Get, and You Don’t Get Upset: First Department Boots Limited Partner’s Claims Based on Plain Terms of Limited...

Farrell Fritz, P.C. on

Posts about limited partnerships on this blog are far eclipsed by discussions on just about any other form of business entity because, as we’ve noted in the past, limited partnerships are generally on the decline....more

Farrell Fritz, P.C.

Crossing the Hudson: Recent Business Divorce Decisions from Yonder States

Farrell Fritz, P.C. on

Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more

Mayer Brown

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

Mayer Brown on

On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an...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

Farrell Fritz, P.C.

Limited Partnerships and the Self-Fulfilling Dissolution Petition

Farrell Fritz, P.C. on

If a written limited partnership agreement contains detailed provisions governing partner withdrawal and dissolution, can a court nonetheless look to the statutory “default rules” in the Revised Limited Partnership Act (the...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds that Representatives of a Deceased Limited Partner’s Estate Do Not Have Standing to Maintain a...

A recent Commercial Division decision demonstrates the ability of partnership agreement provisions to limit the executors of the plaintiff-limited-partner from continuing a derivative lawsuit after that partner’s death. ...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

Farrell Fritz, P.C.

The Cash-Out Merger Solution to the Problem Minority Owner

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

Farrell Fritz, P.C.

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

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

Morris James LLP

Court of Chancery Addresses Claims Involving Distributions In The Alternative Entity Context

Morris James LLP on

The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more

Morris James LLP

Delaware Supreme Court Implies Duty Of Disclosure For Limited Partnership Conflicts Provision

Morris James LLP on

Agreements for publicly-traded limited partnerships often disclaim any fiduciary duties and provide safe harbors for transactions involving a conflict for the controller. The safe harbor provisions frequently contain minimal...more

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