News & Analysis as of

General Partnerships Limited Partnerships Limited Partnership Agreements

Morgan Lewis

ILPA Issues Guidance on Net Asset Value–Based Credit Facilities

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The Institutional Limited Partners Association (ILPA) has released new guidance for limited partners (LPs) and general partners (GPs) on net asset value–based facilities (NAV Facilities). NAV-based lending, a type of...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

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

Fox Rothschild LLP

Chancery Finds That GP Was Not Property Admitted Under LP Agreement

Fox Rothschild LLP on

In the recent decision of Eames v. Quantlab Group GP, LLC, C.A. No. 2017-0792-JRS (Del. Ch. May 1, 2018), the Court considered an application under 6 Del. C. § 17-110 to determine the validity of the admission of a new...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

Morris James LLP

Court Of Chancery Discusses How To Plead A Lack Of Good Faith

Morris James LLP on

Dieckman v. Regency GP LP, C.A. 11130-CB (ORDER) (February 20, 2018) - This Order is helpful in setting out how to plead that a board decision subject to a “good faith” test in an LP agreement did not meet that standard....more

Morris James LLP

Court Of Chancery Explains Interrelationship Of MLP Exculpation Clauses

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Master limited partnership agreements typically provide protection for the general partner who engages in a self-dealing transaction with the MLP. This decision reviews the existing precedent on how to apply those provisions,...more

McCarter & English, LLP

Delaware Supreme Court Redefines Contractual Good-Faith Standard and Cautions Limited Partners That Their Obligations Under the...

Brinckerhoff v. Enbridge Energy Company Inc., Del. Supr., No. 273, 2016 (Mar. 20, 2017; revised Mar. 28, 2017) is the fifth opinion issued by the Delaware courts relating to the joint venture between Enbridge, Inc....more

Morris James LLP

Delaware Supreme Court Issues New Standards Governing Master Limited Partnership Cases

Morris James LLP on

Agreements for limited partnerships, in particular for publicly-traded master limited partnerships, are notoriously complicated and often hard to understand, so much so that two of the state’s judges co-wrote a detailed...more

Morris James LLP

Court Of Chancery Explains How To Overcome Claim Of Subjective Good Faith

Morris James LLP on

Limited partnership agreements often only require that the general partner act with subjective good faith in doing a deal with a parent entity. That is because the standard seems an easy one to meet....more

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