News & Analysis as of

Limited Partnerships

Pepper Hamilton LLP

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

Pullman & Comley, LLC

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

Farrell Fritz, P.C.

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

Jackson Walker

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

Morris James LLP

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

Ropes & Gray LLP

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

Foodman CPAs & Advisors

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

Blank Rome LLP

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

Brownstein Hyatt Farber Schreck

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

Allen Matkins

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

Dentons

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

Blake, Cassels & Graydon LLP

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

Allen Matkins

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

BakerHostetler

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

Hogan Lovells

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

Kramer Levin Naftalis & Frankel LLP

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

Dechert LLP

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

Pepper Hamilton LLP

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

Bryan Cave Leighton Paisner

Subscription Lines: Growing Tensions Between Fund Managers and Investors

by Bryan Cave Leighton Paisner 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

Dechert LLP

Asset Management Regulatory Roundup - July 2017 - Issue 1

by Dechert LLP on

A compact summary of the most recent regulatory developments relevant to the UK asset management industry. In this issue we look at the extension of the PSC regime to Scottish limited partnerships and AIM listed companies,...more

Goodwin

ILPA Issues Guidance on “Subscription Lines of Credit and Alignment of Interests”

by Goodwin on

Subscription lines of credit, or capital call facilities – which are just two of the many names given to borrowing arrangements put in place by private fund managers at the fund level – have been in the market for many years...more

Proskauer Rose LLP

Changes to the UK ‘Persons with Significant Control’ Regime and Potential Impact on UK Fund Structures

by Proskauer Rose LLP on

This week, the Fourth Anti-Money Laundering Directive came into force in the UK. Among the changes arising from the transposition of the Directive in the UK has been to broaden the "persons with significant control" (PSC)...more

Dechert LLP

Financial Services Quarterly Report - Second Quarter 2017: A New Lease of Life for Limited Partnerships in the UK

by Dechert LLP on

The UK has introduced legislative changes that could reinvigorate the use of partnerships for private funds in the UK. The Legislative Reform (Private Fund Limited Partnerships) Order 20171 (Order), which introduces the...more

White & Case LLP

The Arbitrability of German Shareholder Resolutions: Limited Partnerships Now also Covered

by White & Case LLP on

The German Federal Court of Justice (Bundesgerichtshof – "BGH") recently clarified that disputes over the validity of a limited partnership's shareholder resolutions may be submitted to arbitration ("Arbitrability III"...more

Morris James LLP

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

by Morris James LLP on

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

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