Stephanie Pindyck Costantino Talks Domestic Oil and Gas M&A with The Deal
Structuring an MLP Finance
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
The Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) announced the latest chapter in the long-trumpeted enforcement initiative aimed at large partnerships. The guidance, summarized below,...more
Large partnerships are facing a sea change in tax enforcement. Beginning with the Large Partnership Compliance program announced in 2021 and its most recent announcement that it intends to “stand up” a group focused on large...more
In Boardwalk Pipeline Partners, L.P. v. Bandera Master Fund, LP, 288 A.3d 1083 (Del. 2022), the Delaware Supreme Court reversed a Delaware Court of Chancery decision that had awarded nearly US$690 million to plaintiffs....more
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum...more
This practice note discusses recent market trends regarding registered direct offerings. It begins by discussing the advantages these offerings provide to issuers and continues with a review of current deal structure and...more
Key Points - Fund-level liability for a buyer’s failure to withhold upon secondary market transfer of an LP interest in a fund with ECI assets will apply only for transfers on or after January 1, 2023. Certain...more
This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more
As growth slows and investor expectations change, achieving positive cash flow will be crucial going forward in 2021. Originally published in NAPE Magazine, January 2021 ...more
On 21 September 2020, the Federal Trade Commission (FTC) announced for comment sweeping changes to the Hart-Scott-Rodino (HSR) Act rules. First, the FTC proposed changing the definition of "person" to include HSR associates....more
On July 31, 2020, the US Court of Appeals for the DC Circuit issued a per curiam opinion in SFPP L.P. v. Federal Energy Regulatory Commission, et al. The DC Circuit denied the recovery of an income tax allowance by SFPP L.P....more
On September 13, 2019, the IRS and Treasury Department released final regulations (the Final Regulations) and new proposed regulations (the New Proposed Regulations) that interpret and clarify the regime for immediate...more
The real estate investment trust (REIT) has been a preferred vehicle for investment in income producing real estate portfolios. The REIT provides investors with many federal income tax benefits associated with C-corporations,...more
• The broader application of Section 871(m) has again been delayed, this time until January 1, 2023 and as a result, investment funds with non-U.S. feeders or investors up the chain should generally expect to incur U.S....more
Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Oct. 29, 2019). The Dieckman v. Regency GP LP matter has been in the Delaware courts for several years. ...more
Mesirov v. Enbridge Energy Company, C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) - This is the latest decision in a long-running saga in the master limited partnership (MLP) context involving Enbridge Energy....more
On August 29, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied defendants’ motions to dismiss an amended complaint in a long-running lawsuit arising from a sale of an interest in a pipeline...more
On Wednesday, July 18, 2018, the Federal Energy Regulatory Commission (“FERC” or “Commission”) issued a final rule regarding the application of income tax rate reductions in setting natural gas pipeline rates. ...more
On July 18, the Federal Energy Regulatory Commission (FERC) issued orders (i) adopting procedures to implement the federal corporate income tax rate reduction in natural gas pipeline rates, and (ii) providing guidance...more
In Re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch. May 17, 2018) - Conflicted transactions are commonplace in the master limited partnership (MLP) context. The entity’s operating...more
The recent decision of Paul Morris v. Spectra Energy Partners (DE) GP, LP et al., C.A. No. 12110-VCG (Del. Ch. May 7, 2018) provides a helpful analysis of the attorney-client privilege in Delaware and certain exceptions...more
The Situation: The United Airlines, Inc. v. FERC decision and the reduction of corporate income tax rate in the Tax Cut and Jobs Act significantly lowered the tax costs able to be included in the jurisdictional rates of...more
On Thursday, March 15, 2018, the Federal Energy Regulatory Commission (“FERC” or “Commission”) issued a series of orders and notices to address changing the treatment of income tax costs in rate setting for oil and natural...more
In a March 15 decision, the Federal Energy Regulatory Commission (FERC) disallowed certain tax benefits for master limited partnerships (MLPs), the predominant corporate structure for several energy companies....more
The effects of the Tax Cuts and Jobs Act are rippling through the energy industry. Our Energy Group explores how the Federal Energy Regulatory Commission considers accounting for the new corporate tax rate and what it could...more
On March 15, 2018, the Federal Energy Regulatory Commission (FERC) issued important orders regarding two significant tax-related rate matters affecting interstate oil and natural gas pipelines. The action eliminated tax...more