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
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
A recent case, Flohr v Frontiers Capital, has provided additional guidance on limited partnership dissolution. In this case, the Court of Appeal considered the scope of the statutory power of a partnership to do what is...more
KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER ECUADOREAN LAW - Real Estate acquisitions typically involve several key stages, ultimately leading to the transfer of ownership. The most common phases include: 1) Initial...more
As deals increase in complexity, and ownership structures are oftentimes opaque and obfuscated, it is important to be mindful of CFIUS’s continued stance of requesting identities of Limited Partners (LPs) in transactions...more
Hopefully, by now, you’ve become aware of the Beneficial Ownership Information Form, commonly referred to as the BOI Form or BOI Report. The Financial Crimes Enforcement Network (FinCEN) finalized rules for this report late...more
On November 15, 2024, the U.S. Department of the Treasury published the final rule implementing President Biden’s August 9, 2023 Executive Order on outbound investment, which addresses concerns related to China’s advancement...more
The U.K.’s banking and financial services regulators have recently issued guidance updating their approach to handling applications to approve acquisitions of U.K.‑regulated businesses. This guidance is of interest to...more
In the reps and warranties insurance (RWI) space, we are seeing more secondary transactions come across our desks. We're also seeing more willingness from insurers to cover these deals. To discuss this trend, I sat down with...more
Decisions, Decisions - The owners of a closely held U.S. business will have to make many difficult decisions during the life of the business. Among the earliest of these is the so-called choice of business entity, the...more
The UK financial services regulators, the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA), have recently set out their final policy on the assessment of acquisitions and increases in control of PRA...more
The Final Rule formalizes a new governmental system to monitor through a notification process and, when necessary, restrict investments in China that may be viewed as a national security risk. The regulations have broad...more
On 31 July 2024, the Cayman Islands Beneficial Ownership Transparency Act, 2023 (“BO Act”) and the accompanying Beneficial Ownership Transparency Regulations, 2024 (“BO Regulations”) were brought into force. At the same time,...more