News & Analysis as of

General Partnerships Limited Partnerships Fiduciary Duty

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

Dorsey & Whitney LLP

2024 Delaware Entity Statutory Amendments

Dorsey & Whitney LLP on

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

Winstead PC

Presentation: Fiduciaryize Your Case

Winstead PC on

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

Katten Muchin Rosenman LLP

A New Era for Continuation Fund Transactions: ILPA Issues New Guidance

Challenging economic conditions have made it even more attractive for certain General Partners (GPs) to seek to maintain existing assets owned by fund vehicles. Continuation funds offer GPs a mechanism for doing this by...more

Hogan Lovells

ILPA releases considerations for continuation fund transactions

Hogan Lovells on

The Institutional Limited Partners Association (ILPA) released considerations for both limited partners (LPs) and general partners (GPs) in respect of continuation fund transactions, including GP-led secondaries, in May 2023....more

Winstead PC

Court Holds That Purchaser Of Partnership Property Was Not Liable For Aiding And Abetting A General Partner’s Breach Of Fiduciary...

Winstead PC on

In Cohen v. Newbiss Prop., a limited partner sued a transferee of real property for aiding and abetting breach of fiduciary duty and conspiracy to breach fiduciary duty. No. 01-19-00397-CV, 2020 Tex. App. LEXIS 9190 (Tex....more

Winstead PC

Court Addresses Claims Against A Trustee Arising From The Management Of A Limited Partnership Interest

Winstead PC on

In Benge v. Thomas, a settlor created a trust and appointed her daughter, Missi, as the trustee. No. 13-18-00619-CV, 2020 Tex. App. LEXIS 6888 (Tex. App.—Corpus Christi August 27, 2020, no pet.)....more

Troutman Pepper

Fiduciary Duty Of Disclosure Does Not Apply To Individual Transactions With Equityholders

Troutman Pepper on

In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more

Latham & Watkins LLP

Fund-to-Fund Transfers on the Rise as Deal Flow Slows

Latham & Watkins LLP on

Negotiating market price, fund economics, management and other investors, documents, and approvals are key to leveraging fund-to-fund transfers. Following significant fundraising activity, sponsors have substantial capital...more

Dechert LLP

Financial Services Quarterly Report -Third Quarter 2019: GP-Led Secondary Transactions: Mitigating Risk of Regulatory Scrutiny of...

Dechert LLP on

The secondary market has experienced rapid growth over the past decade, and that growth has been particularly fast in the last five years. The most striking feature of this growth is the general partner (GP)-led secondary...more

Bennett Jones LLP

What You Need to Know About ILPA Principles 3.0

Bennett Jones LLP on

The Institutional Limited Partners Association (ILPA) recently released the latest version of its principles, ILPA Principles 3.0. The updated principles provide a detailed selection of best practices for participants in the...more

BCLP

Unprecedented expectations around transparency: ILPA Principles 3.0 reflect an evolving and diverse private equity funds industry

BCLP on

The third edition of the ILPA Principles was published in June 2019, replacing and updating the January 2011 second edition. Although the overall goal remains the same, one of improving the private equity industry for the...more

Winstead PC

Court Held That Equitable-Forfeiture Claims Arising From A General Partner’s Compensation Should Be Remanded For Consideration By...

Winstead PC on

In Cruz v. Ghani, a limited partner sued a general partner over breach of fiduciary duty claims arising from, among other allegations, that the general partner should not have compensated himself from the business in addition...more

A&O Shearman

Delaware Supreme Court Affirms Court Of Chancery, Finding That General Partner Complied With Obligations Under Limited Partnership...

A&O Shearman on

On June 8, 2018, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s dismissal of a putative class action challenging the merger of El Paso Pipeline Partners, L.P. (the “MLP”) with a subsidiary of its general...more

Jackson Walker

Critical Distinctions Between Texas and Delaware LLC Law (Webinar Presentation)

Jackson Walker on

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

Jackson Walker

Choice of Entity and Key Contents of Organization Documents

Jackson Walker on

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) ...more

Morris James LLP

Court Of Chancery Explains Scope Of Fiduciary Duty Waiver

Morris James LLP on

In Re Kinder Morgan Inc. Corporate Reorganization Litigation, C.A. 10093-VCL (August 20, 2015) - This is a great explanation of the scope of the waiver of a general partner or other fiduciary’s duties under the terms...more

Jackson Walker

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

Jackson Walker on

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Jackson Walker

Fiduciary Duties In Oil Patch Deals

Jackson Walker on

I. GENERAL. A. Introduction. In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation •...more

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