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Partnership Agreements Partnerships

Cozen O'Connor

Drafting Partnership Agreements: Ensuring You Get the Returns You Bargained For

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PIP (partners' interests in the partnership) allocations are very commonly used in partnership agreements. For this reason, Investors and managers should understand the basics of PIP allocations and whether and when they...more

Farrell Fritz, P.C.

A Gift Horse with Rotten Teeth: When Equity Bequests Violate Transfer Restrictions or Buy-Sell Agreements

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How often do hopeful beneficiaries of a last will and testament expect to receive what they think will be a valuable bequest of a business interest, only to find their joy turn to despair when they discover the bequest...more

Holland & Knight LLP

Tennessee Trust Bill Takes Effect and Makes Important Changes to the State's Trust Laws

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Tennessee Gov. Bill Lee approved Public Chapter No. 695 on April 11, 2024, as passed by the Tennessee General Assembly (Trust Bill). The new law became effective on July 1, 2024, and it made several important changes to...more

Whiteford

Client Alert: Update: How "Profits Interest" Works And Why Knowing That Can Matter A Whole Lot

Whiteford on

In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation...more

Pillsbury Winthrop Shaw Pittman LLP

Commercial Real Estate Partnership Cancellation of Debt Income

The complexities of cancellation of debt income (CODI), including bankruptcy and insolvency implications, are important to understand. When debt is cancelled or discharged, the borrowed funds become taxable income, or...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Enforces Forfeiture for Competition Provision in Partnership Agreement

In Cantor Fitzgerald, L.P. v. Ainslie, No. 162, 2023, 2024 WL 315193 (Del. Jan. 29, 2024), the Delaware Supreme Court held enforceable a “forfeiture for competition” provision in a limited partnership agreement, upholding...more

Jenner & Block

[Webinar] Best Practices in Establishing and Documenting a Bank-Fintech Partnership - February 14th, 1:00 pm - 1:30 pm ET

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Join Jenner & Block Partners Jeremy Creelan and Laurel Loomis Rimon and Co-Founder and CEO of FS Vector John Beccia for the second CLE webinar in our series on Bank-Fintech Partnerships. Speakers will address: - Key...more

Mayer Brown

Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mayer Brown on

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) ...more

Tonkon Torp LLP

Lawsuits Don’t Often Make Your Dreams Come True

Tonkon Torp LLP on

The recent legal clash between Daryl Hall and John Oates highlights key lessons about partnership dynamics and the necessity for a well-crafted partnership agreement. Their conflict, while centered on assets derived from...more

Troutman Pepper

Rolling Over and Section 704(c); What's the Big Deal? — Part 1: The Basics

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When entering into a partnership agreement where one partner is contributing cash and another partner is contributing appreciated property, inevitably, a tax advisor is going to ask, which Section 704(c) allocation method...more

Roetzel & Andress

Physician Partnership Agreements: Setting Yourself Up for Success

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This week on the #HealthLawHotSpot, host Ericka Adler is joined by fellow Roetzel healthcare attorney Christina Kuta, for a unique discussion on physician relationships within partnerships and practices. Ericka and Christina...more

Barnea Jaffa Lande & Co.

Default Arrangements in Israeli Investment Funds – Unwritten Provisions in Partnership Agreements

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

Cadwalader, Wickersham & Taft LLP

Fore!ward June 2023 - Scottish Limited Partnerships – Security Reforms for Funds

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

Allen Matkins

Gain Without Regard To Profits Does Not A Partnership Make

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It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a...more

Holland & Knight LLP

IRS Partnership Audits: 5 Must-Dos in 30 Days

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With the IRS laser-focused on enforcement, many partnerships will find themselves subject to their first IRS audits under the new procedurally complex partnership audit rules. Under these rules, the default is that the...more

Fox Rothschild LLP

Friends, Family, and Partnerships: a Litigation Tale as Old as Time

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“Ray Reason, along with his aunt and uncle, decided to go into business with Gerald Barfield, a family friend who was a real estate developer.” When that’s a line in a holiday card letter of how the year went, it...more

Payne & Fears

Going Rogue: Navigating a Business Through Fraud or Unethical Conduct by a Co-Owner

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Part Two of a Series - Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues...more

Farrell Fritz, P.C.

Disputes Abound When Law Firms Dissolve

Farrell Fritz, P.C. on

Some of the most complex and hotly-contested business divorce litigation arises from the dissolution of law firms. Perhaps law firm dissolutions are prone to litigation because many are organized as partnerships or LLPs, and...more

Jackson Lewis P.C.

Carried Interest/Promote in 2022: Action Items for Investment, Private Equity, Real Estate Fund Managers

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Investment, private equity, and real estate fund managers should consider becoming familiar with the complex final regulations on the preferential tax treatment of “carried interest” under Section 1061 of the Internal Revenue...more

Levenfeld Pearlstein, LLC

Common Governance Provisions in Accounting Firm Partnership Agreements

When it comes to accounting firm partnership agreements, governance is a key component. In this article, we discuss various governance provisions to consider when drafting an accounting firm partnership agreement....more

Sands Anderson PC

Three Contract Tips to Safeguard Your Business from Another’s Default

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The beginning of a new partnership between companies is often a time of excitement. Like any new relationship, expectations for the future are promising and it is easy to see the best in your partner....more

Morris James LLP

Chancery Finds General Partner Breached Partnership Agreement in Exercising Call Right, and Awards Limited Partners Nearly $700...

Morris James LLP on

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Nov. 12, 2021) - If a partnership agreement requires an opinion of counsel as a condition precedent, such opinion must be rendered...more

Allen Matkins

Does A Partner Have An Interest In Partnership Property That Can Be Transferred?

Allen Matkins on

Under California's former general partnership law, a partner was a "coowner with the other partners of specific partnership property  holding as a tenant in partnership."  Former Cal. Corp. Code § 15025(1).  Whether this was...more

Allen Matkins

Filing Statements Of Denial

Allen Matkins on

The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office.   Cal. Corp. Code § 16303. ...more

Farrell Fritz, P.C.

A Bumper Crop: Cannabis Meets Business Divorce

Farrell Fritz, P.C. on

Unless you’ve been living under a rock, you’ve probably heard that a little over two months ago, New York State Governor Andrew M. Cuomo signed legislation reform advocates and stoners alike have dreamt of for decades,...more

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