What happens when a majority owner makes a bad-faith capital call?
Bar Exam Toolbox Podcast Episode 278: Listen and Learn -- Partnership Liability
Law School Toolbox Podcast Episode 464: Listen and Learn -- Partnership Formation
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video C)
Private Equity Roundtable Discussion with Hamilton Lane - Getting the Band Together: Club Deals & Co-Investment Fundraising Are on the Rise (Video B)
PE Roundtable Discussion With Hamilton Lane - Getting the Band Together: Club Deals and Co-Investment Fundraising Are on the Rise (Video A)
THE ACCIDENTAL ENTREPRENEUR PART III
THE ACCIDENTAL ENTREPRENEUR
Fundraising Trends in Private Equity for GPs and LPs
Podcast: Fund Subscription Facilities: Key Considerations for Limited Partners
Lawyers on Tap: Tap Tips for Entity Formation and Taxation
Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more
In a recent en banc decision, Delaware’s Supreme Court upheld a key tool available to employers to enforce forfeiture-for-competition provisions against former employees. Delaware’s Chancery Court has shown an increasing...more
Part of a series on structuring the team and legal infrastructure of a new private equity/VC fund (remaining issues to be released in the coming weeks): Writing the Constitution for Your New Private Equity or VC Fund:...more
Foreword - Despite a challenging macro-economic backdrop, the United Kingdom continues to thrive as one of the world’s leading global financial centres. As a location for business and investment, the UK provides a number...more
1 TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more
As of January 1, 2025, new reporting requirements and annual filings under Pennsylvania Act 122 of 2022 have become effective. Under this new legislation, business entities and other organizations operating in Pennsylvania...more
For those keeping score at home, it’s currently two wins for the IRS in as many years, and nada/zilch/zero for the fund managers, at least when it comes to the limited partner exception for self-employment taxes (the “Limited...more
On December 27, the U.S. Tax Court issued an opinion declining to revisit its holding from 13 months earlier that a partner’s formal status as a “limited partner” under state law does not determine whether the partner is...more
Carey Olsen have contributed to the Global Legal Insights – Fund Finance guide by authoring a chapter on assessing lender risk in fund finance markets. As the fund finance market continues to evolve, lenders will need to...more
On 1 November 2024, the UK Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) published a joint policy statement (PS 18/24) on the prudential assessment of acquisitions and increases in control. The...more
On 2 January 2025, the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024 (the “Amendments”) came into effect. The Amendments impact...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER MASSACHUSETTS LAW - I. STANDARD FORMS OF AGREEMENTS - A. Offer to Purchase sets forth buyer’s offer of price, date for closing, contingencies for inspections, financing etc....more
Just a few weeks ago, many individual taxpayers, driven by what they viewed as the relatively imminent expiration of the enhanced federal transfer tax exemptions, sought advice on how to leverage their remaining exemption and...more
On December 23, 2024, the Tax Court ruled in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), that limited partners that actively participated in the activities of a fund manager formed as a state law...more
I focus my practice on commercial litigation and in particular on representing business owners in disputes with their business partners. As part of my job I get to see a whole variety of ways that business people attempt to...more
Guernsey has long been one of the world's premier jurisdictions for investment funds - There are a number of advantages for using Guernsey as a jurisdiction, including the wide variety of company and limited partnership...more
Recent legislative changes impose new requirements for owners of California commercial properties, at least with respect to certain specified types of tenants. Effective Jan. 1, 2025, the Commercial Tenant Protection Act,...more
On December 23, 2024, in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), the Tax Court reaffirmed its earlier ruling in Soroban Capital Partners LP v. Commissioner (161 T.C. No. 12.) that active limited...more
INTRODUCTION - Bilingual and Bi-Juridical - Canada is a bilingual, bi-juridical, and multi-cultural country, composed of 10 provinces and 3 territories. English and French are federally mandated official languages...more
The final regulations of the Outbound Investment Security Program, issued by the United States Department of the Treasury (the Treasury Department) on October 28, 2024 (the Final Rule), will become effective on January 2,...more
Tax Court Delivers Coal to Another Limited Partnership Management Company - On December 23, 2024, the United States Tax Court published an opinion1 (the “Opinion”), holding that limited partners that actively participated...more
The past two years have been a challenging period for private equity, with higher interest rates, subdued economic growth and political uncertainty all serving to suppress deal flow. However, as inflation continues to ease...more
As noted in our previous article, the lifespan of a closed-end fund typically ranges from 8 to 12 years, depending on the asset class. However, to provide flexibility to deal with issues related to illiquidity of assets,...more
Introduction - On 28 October 2024, the US Treasury Department issued a Final Rule implementing the Outbound Investment Program (OIP) under Executive Order 14105, which safeguards US national security by limiting investments...more
1. Introduction - In principle any national citizen or foreign national is allowed to establish a business in Austria. A company is defined as a partnership of at least two persons (exceptions for limited liability...more