Physician Partnership Agreements: Setting Yourself Up for Success
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Partnership and Similar Agreements - Douglas W. Lubic, Esq.
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
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
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
Israeli investment funds are incorporated as limited partnerships under the Israeli Partnerships Ordinance. Investors are “limited partners” and the fund manager (or another corporation acting on its behalf) is the “general...more
Scottish limited partnerships are often used in fund structures. They are very flexible, with little restriction on the terms of their partnership agreements and few specific constitutional requirements. They are quick and...more
KTS Strategies brings years of experience providing clients in a diverse range of industries with comprehensive policy and advocacy advice before federal, state, and local agencies. In North Carolina, we advise local...more
The Delaware Chancery Court recently invalidated restrictive covenants in a limited partnership agreement, finding the covenants to be “facially overbroad” and declining to “blue pencil” those provisions. Significantly, the...more
For most business divorce litigants, a dispositive win on the merits, even in a summary proceeding, can take years. Appraisal proceedings following a cash-out merger, for example, may involve multiple years of difficult...more
The U.S. Bankruptcy Court in Manhattan recently reminded us why Delaware choice-of-law provisions are so popular in limited partnership and other agreements. In an adversary proceeding, Judge David S. Jones held that...more
Under Section 212(b) of the Delaware General Corporation Law, a stockholder may exercise voting rights through a proxy agent—that is, a person empowered to vote in the stockholder’s stead. Such an arrangement is commonly...more
Inspection rights in a partnership agreement are frequently ignored until a dispute arises. And by that time, a limited partner’s degree of access may make the difference as to whether a lawsuit is ultimately filed. ...more
In most of the business valuation cases that I’ve litigated, it’s not long before one side accuses the other’s valuation expert of mixing apples and oranges. And at the risk of endorsing the overused expression, it’s easy to...more
Most clients we work with have gotten the letter from time to time: “Hi, our firm is acting as agent for Institution X, one of your limited partners, who are selling a portfolio of interests in venture capital funds.” The...more
Venture capital funds are closed-ended, long duration blind pools. In the many years following closing, the fund manager is permitted to operate and invest the fund in its discretion as long as it stays within some limited...more
A recent Commercial Division decision demonstrates the ability of partnership agreement provisions to limit the executors of the plaintiff-limited-partner from continuing a derivative lawsuit after that partner’s death. ...more
ILPA has recently published a model limited partnership agreement (LPA) that reflects preferred terms and practices for the LP community investing in private equity funds. The Model LPA conforms to ILPA Principles 3.0...more
In Gray vs. Ward, Ward and Gray started a limited partnership where Ward was a limited partner and Gray was a limited partner and the manager of the general partner. No. 05-18-00266-CV, 2019 Tex. App. LEXIS 6992 (Tex....more
If you signed an LLC operating or partnership agreement prior to January 1, 2018, it may need to be amended to accommodate a significant new rule regarding taxation of partnerships. Effective for tax years beginning after...more
The trend in most real estate-related LLCs is to have a single appointed manager. Under the LLC’s operating agreement, the manager typically has authority to make the day to day business decisions on behalf of the LLC, while...more
In Re Bay Hills Emerging Partners I L.P., C.A. No. 2018-0234-JRS (Del. Ch. July 2, 2018) - This decision deals with the oft encountered problem of a race to different courthouses by counterparties. What makes this...more
In this episode of Verrill Voices: Lawyers on Tap, Verrill Dana attorneys Jennifer Green and Jonathan Dunitz discuss the importance of entity formation to the overall success of a brewery business, and the differences between...more
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
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
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
Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers....more