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
The Institutional Limited Partners Association (ILPA) has released new guidance for limited partners (LPs) and general partners (GPs) on net asset value–based facilities (NAV Facilities). NAV-based lending, a type of...more
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
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
Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more
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
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
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
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
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
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
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
Even though the market practice has shifted away from obtaining investor letters (“Investor Letters”) for many subscription-based credit facilities (“Facility”), Investor Letters continue to be an effective option to provide...more
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
Murfrey v. WHC Ventures, LLC, App. No. 294, 2019 (Del. Supr. Jul. 13, 2020) - Drafters of alternative entity agreements frequently cite to, or quote, statutory language to describe the parties’ obligations. But, the...more
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
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
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
With the help of 20 internal and external counsel who comprised the LPA Task Force, including Nossaman’s own Partners Yuliya Oryol and Douglas Schwartz, the Institutional Limited Partners Association (ILPA) has finally...more
Two decisions from the Court of Chancery — Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 20, 2018) and Mesirov v. Enbridge Energy Co., C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) — emphasize a significant...more
On June 8, 2018, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s dismissal of a putative class action challenging the merger of El Paso Pipeline Partners, L.P. (the “MLP”) with a subsidiary of its general...more
In the recent decision of Eames v. Quantlab Group GP, LLC, C.A. No. 2017-0792-JRS (Del. Ch. May 1, 2018), the Court considered an application under 6 Del. C. § 17-110 to determine the validity of the admission of a new...more
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
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
Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,...more
Brinckerhoff v. Enbridge Energy Company Inc., Del. Supr., No. 273, 2016 (Mar. 20, 2017; revised Mar. 28, 2017) is the fifth opinion issued by the Delaware courts relating to the joint venture between Enbridge, Inc....more