News & Analysis as of

Partnership Agreements

The risk of uncertain partnership arrangements

by Dentons on

The risks for partnerships operating without a written partnership agreement in place are well known. A recent Court of Appeal case is a useful reminder that these risks can arise in the period after new partners join a...more

What Practitioners Need to Know about the New Partnership Audit Rules

As you’ve surely heard by now, the Bipartisan Budget Agreement of 2015 (“BBA”) enacted new IRS procedures for partnership audits for tax years beginning on or after January 1, 2018. The new audit rules allow the IRS to...more

Stop “Partnering” And Begin “Strategically Allying”

by Carlton Fields on

Tax exempt organizations often enter into relationships with other organizations that are collaborative in nature rather than merely quid pro quo. These relationships are frequently referred to as “partnerships” by tax exempt...more

New Partnership Audit Rules – Plan Ahead Before the Tax Bill Arrives

by Carlton Fields on

A new set of rules for partnership audits (New Audit Rules), which generally take effect January 2018, fundamentally alter the manner in which the Internal Revenue Service (IRS) will conduct audits of partnerships,...more

The New Partnership Audit Rules Are Here: Are You Ready? - Construction and Procurement Law News, Q3 2017

The January 1, 2018 effective date of the new federal partnership audit rules is almost here, and we encourage all entities taxed as partnerships to consider addressing the issues posed by these new rules as soon as possible....more

Time to Revise Your Partnership and LLC Agreements?

by Charles (Chuck) Rubin on

In June, the IRS reissued proposed regulations that adopt new centralized partnership audit procedures. These will replace the current TEFRA audit rules. The short story is that by default, the PARTNERSHIP is responsible...more

New IRS Rules for Partnership Audits Require Immediate Review of Partnership Agreements

Beginning in 2018, most partnerships (including LLCs and other arrangements treated as partnerships for tax purposes) will be subject to a new “centralized partnership audit regime.” The volume of Internal Revenue Service...more

You Can’t Disregard The Partnership Agreement When Valuing A Business

by Fox Rothschild LLP on

In 2014, I authored a post on this blog entitled Stern Revisited – Using the Shareholder Agreement to Determine Value. I noted then that it seemed that after the Appellate Division’s decision in Brown v. Brown which changed...more

Extension of the PSC regime to Scottish Limited Partnerships – are you ready?

by Hogan Lovells on

The PSC regime is not new, having created obligations on UK limited companies and UK LLPs (LLP) to maintain a register of persons with significant control (PSC) since June 2016. What is new, and is of significance to private...more

Pipeline Partnership Verdict Reversed

by Gray Reed & McGraw on

Enterprise Products Partners, L.P. et al v. Energy Transfer Partners, L.P. et al reversed one of the largest jury verdicts in Texas history. You will like this decision if... ...more

New Partnership Audit Rules Apply Beginning January 1, 2018: Is Your Business Ready?

by K&L Gates LLP on

New partnership audit rules will be effective for audits of tax years beginning in 2018. Proposed Treasury Regulations have been released and are expected to be finalized in the next few months. (The comment period is open...more

Business Litigation Alert - "Enterprise Products v. ETP: No Legal Obligation really means No Legal Obligation"

by Porter Hedges LLP on

A Texas Court of Appeals ruled this week that when companies agree in writing that they have no legal obligations to proceed with a project, they mean it. That may appear to be a simple concept but a jury came to a different...more

How Startups Can Protect Their IP Rights

by Revision Legal on

For businesses that are just starting out, intellectual property (IP) rights can be immensely valuable. Your IP rights could be the business asset that sets your company apart from your competitors. Equally important to...more

Debt Dialogue: May 2017 - The 2016 IRS Regulations Regarding Partnership Liabilities and Disguised Sale Rules

The Internal Revenue Service (IRS) issued regulations last October (the 2016 Regulations) that significantly alter the landscape of allocations of partnership liabilities and the disguised sale rules. The 2016 Regulations...more

SEC Halts A “Safe,” “High Return” Investment Scheme

by Dorsey & Whitney LLP on

When the returns are far above market and the investment is safe and carries little to no risk, more likely it fits into the not to be believed category. Yet time after time investors flock to investment programs supposedly...more

New UK Limited Partnership for Private Funds

by Seyfarth Shaw LLP on

On 6 April 2017, a new form of limited partnership came into existence with the introduction of a ‘private fund limited partnership’ (PFLP) under the Legislative Reform (Private Fund Limited Partnership) Order 2017 (LRO). ...more

Practical Partnership Tips: Electronic K-1s and Addressing New Partnership Audit Rules: Tax Update Volume 2017, Issue 2

by Pepper Hamilton LLP on

Partnerships and limited liability companies should begin thinking about addressing the issues presented by the new partnership law in their agreements, even if further changes will be necessary once regulations are issued....more

Business Litigation Alert: "Starting a New Business? Include These Five Provisions in Every Formation Agreement"

by Porter Hedges LLP on

The ultimate success of a business often rests on the ability of its owners to make sound decisions up front - an ounce of prevention, if you will - and avoid bigger problems that might arise later. This principle...more

Court of Appeals Grants Leave to Appeal in Partnership Dissolution Case

On January 10, 2016, the New York Court of Appeals decided to hear a case that has significant consequence in the field of partnership dissolution. The case, Congel v. Malfitano,[1] concerns the allegedly wrongful...more

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Alternative Duties for Alternative Entities: High Court Allows LLC and LLP Managers to Limit or Waive Fiduciary Duties

by Pierce Atwood LLP on

The nation’s leading forum for business and shareholder disputes recently confirmed that alternative entities such as limited liability companies (LLCs), limited partnerships (LPs) and master limited partnerships (MLPs) can...more

Supreme Court Chips Away at Concept of Direct And Derivative Claims

by Morris James LLP on

Just in time for Christmas, on December 20, 2016, the Delaware Supreme Court issued a Christmas present – or lump of coal, depending on your view – in its opinion in El Paso Pipeline GP Company LLC v. Brinckerhoff. In this...more

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

by Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

Change in How SC Supreme Court Views Conspiracy Claims May be Coming

by McNair Law Firm, P.A. on

As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more

Recently Issued Final, Temporary and Proposed Treasury Regulations Regarding the Allocation of Partnership Liabilities and...

by Morrison & Foerster LLP on

On October 5, 2016, the Internal Revenue Service (“IRS”) and Treasury Department published final regulations (the "Final Regulations"), temporary regulations (the "Temporary Regulations") and new proposed regulations (the...more

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