News & Analysis as of

Limited Partnerships

Goodwin

How Do Fund Sponsors Resolve a Key Person Event?

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Upon the occurrence of a key person event, a suspension period is typically triggered, during which the fund is not able to make new investments. In a previous article, we analyzed the average length of the suspension period...more

Katten Muchin Rosenman LLP

ILPA Publishes Guidance on NAV Financing in Private Equity Strategies

The Institutional Limited Partners Association (ILPA) recently issued guidance (Guidance) for limited partners (LPs) and general partners (GPs) on the use of net asset value (NAV)-based financing facilities in private equity...more

Morgan Lewis

ILPA Issues Guidance on Net Asset Value–Based Credit Facilities

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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

Law School Toolbox

Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability

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Welcome back to the Bar Exam Toolbox podcast! This is the second installment of our episodes on partnerships. In part one, we covered the creation of the three main types of partnerships – general partnerships, limited...more

DLA Piper

Withholding Requirements for Transfers of Venture Capital Fund Interests by Non-US Limited Partners

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The secondary market for limited partner interests in venture capital funds has witnessed robust growth in recent years as an increasing number of existing venture fund investors seek an early exit from their positions for...more

SEC Compliance Consultants, Inc. (SEC³)

Latest SEC Document Request Lists: What Private Fund Managers Should be Worrying About

Many private fund managers are breathing a sigh of relief after the Fifth Circuit struck down the Private Fund Rules (check out our blog post for more information). Do not, however, assume the SEC will stop its aggressive...more

Walkers

Enforcement of foreign arbitral awards by the Grand Court of the Cayman Islands

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The circumstances in which an unsuccessful party in arbitration may resist enforcement of an award in the Cayman Islands are limited in number and narrow in scope. The judiciary are alive to the risk that parties may run...more

Manatt, Phelps & Phillips, LLP

Complying with the Corporate Transparency Act

Under the Corporate Transparency Act (CTA), as of January 2024 many corporations, limited liability companies, limited partnerships, and similar legal entities are now required to report ownership and management information...more

Seyfarth Shaw LLP

Updated Guidance on NAV-Based Facilities for Private Equity Strategies

Seyfarth Shaw LLP on

Net Asset Value (NAV)-based financing facilities (“NAV Facilities”) continue to proliferate in private equity. In response, the Institutional Limited Partners Association (ILPA) released comprehensive new guidance making the...more

Law School Toolbox

Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation

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Welcome back to the Law School Toolbox podcast! In this episode from our "Listen and Learn" series, we cover the formation and characteristics of three types of partnerships – general partnership, limited partnership, and...more

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

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On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more

Walkers

Update on changes to the beneficial ownership regime in the Cayman Islands

Walkers on

Changes to the beneficial ownership regime took effect on 31 July 2024 and enforcement relating to the new requirements is suspended until early 2025. Many entities that previously had few or no obligations will have to...more

Cadwalader, Wickersham & Taft LLP

Subscription Agreements 101 – Back to Basics July 2024 - ILPA Releases NAV Guidance

Recently, the Institutional Limited Partners Association (“ILPA”) issued guidance for Limited Partners (LPs) and General Partners ("GPs") around the use of Net Asset Value (NAV-)based financing facilities by private equity...more

Winstead PC

Presentation: Fiduciaryize Your Case

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David F. Johnson presented his speech on “Fiduciaryize Your Case” to the State Bar of Texas’s Advanced Civil Trial Course in Frisco, Texas, on July 11, 2024. This presentation covered what a fiduciary relationship means, the...more

Allen Matkins

Is Member Ratification Effective Or "Like Takin' Sick When Nobody Knows The Cure"?

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When faced with an unauthorized or defective action, I expect that many practitioners will seek fix the problem by obtaining a ratification of the action.  But will a ratification cure the problem?...more

Cadwalader, Wickersham & Taft LLP

A Truly Bingeworthy Series July 2024 - Some Key Considerations When Lending to a Master-Series Fund

Master-series funds are definitely not on our desks on a daily basis; however, they do arise from time to time, and certainly as transactions are becoming more and more bespoke. Care should be taken by lenders when lending to...more

Pillsbury Winthrop Shaw Pittman LLP

U.S. Treasury Department Issues Proposed Rulemaking for Forthcoming Outbound Investment Program

The outbound investment program will affect U.S. persons considering certain investments or other transactions involving China and specific industry sectors (e.g., semiconductors, artificial intelligence and quantum...more

Smith Anderson

What Limited Partners Should Know About Soroban

Smith Anderson on

The Tax Court’s use of a functional analysis test to determine limited partner status in Soroban Capital Partners LP has had a ripple effect in the world of asset management. The decision’s impact will be felt in the tax and...more

Conyers

Limited Partners’ Extensive Right to True and Full Information

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In the Matter of Gulf Investment Corporation et al v The Port Fund LP et al (“Gulf Investment”) and the earlier judgment of Dorsey Ventures Limited v XIO GP Limited (“Dorsey Ventures”), the Cayman Islands Grand Court provided...more

Ankura

What You Need To Know about FinCEN’s Ultimate Beneficial Ownership Reporting Rule

Ankura on

On September 30, 2022, FinCEN published the Ultimate Beneficial Ownership (UBO) Reporting Rule (the Rule), which implements reporting requirements regarding Beneficial Ownership Information (BOI) under the Corporate...more

Conyers

Structuring a Cayman Islands Closed-Ended Fund

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This article provides an overview of common structures for investment funds in the Cayman Islands. Investment funds in the Cayman Islands must be registered either under the Private Funds Act or the Mutual Funds Act,...more

Conyers

ケイマン諸島クローズドエンド型ファンドの組成

Conyers on

この記事では、ケイマン諸島における一般的な投資ファンド組成に関する概要をご紹介します。 ケイマン諸島における投資ファンドは、ファンド戦略がクローズドエンド型かオープンエンド型かに応じて、プライベートファンド法またはミューチュアルファンド法のいずれかに基づいて登録されなければならないことになっています。...more

Cadwalader, Wickersham & Taft LLP

Reliable Expectations May 2024 - Investors, We're Relying on You

Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company.  In fact, 54.8% of the deals...more

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

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To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2024

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During its 2024 session, the General Assembly of Maryland approved Senate Bill 400 and House Bill 749, amending several provisions of the Maryland General Corporation Law (the "MGCL") and the Maryland REIT Law (the "MRL"),...more

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