The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market
Law School Toolbox Podcast Episode 495: Listen and Learn -- Partnership Liability
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
AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more
Experienced trusts and estates attorneys consistently observe how proper planning can mean the difference between a thriving legacy and a fragmented enterprise. For family-owned life insurance businesses, the stakes are...more
GPs are increasingly exploring formalised co-investment structures in a bid to secure management fees and carried interest. Co-investment activity has increased fivefold over the past two decades, hitting a record $33.2...more
In a previous alert titled “UK Limited Partnership Reform Becomes Law: A Practical Guide of How Best to Get Ready to Comply,” we discussed the changes to limited partnership law ushered in by the Economic Crime and Corporate...more
A majority of private fund managers set the clawback limit at 25%, but they calculate the clawback differently depending on fund type. Limited partner (LP) clawback provisions enable fund managers to call back previously...more
On June 30, 2025, Delaware Governor Matt Meyer signed into law the 2025 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), Delaware...more
The Tax Court recently ruled for the IRS in another case involving the “limited partner exception” under the Self Employment Contributions Act (SECA). Code Section 1402(a)(13) generally exempts the distributive share of...more
Before a subscription lender can enter into a subscription credit facility with a fund, the subscription lender will need to review the limited partnership agreement (“LPA”) of such fund to confirm the LPA allows for...more
Cascading pledges are frequently used in subscription finance to avoid legal impediments, avoid tax implications and mitigate prohibited transaction risk under the Employee Retirement Income Security Act of 1974, as amended...more
1 COMPANY FORMS - The following company forms are available in Hungary: (i) general partnership (Kkt.); (ii) limited partnerships (Bt.); (iii) limited liability company (Kft.); (iv) private company...more
On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”...more
FUNDamentals is a periodic digest of news and information specifically for private funds and their managers. In this issue, we highlight some fundraising trends, new marketing rule FAQs, fund liquidity trends (limited...more
Under Canadian securities law, the requirement to register as a dealer is triggered by trading securities for a business purpose. One of the uncertainties under the “business trigger” test and associated guidance is whether...more
On Wednesday, May 28, the U.S. Tax Court ruled in Soroban Capital Partners LP v. Commissioner that a "functional analysis" test applies when determining whether a limited partner who contributes services to a partnership may...more
On May 28, 2025, the U.S. Tax Court issued its decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban”), holding that “limited partners” of a management company organized as a Delaware limited...more
The latest chapter in the IRS attack on the use of a self-employment tax exception by fund managers came in the form of another Tax Court opinion last month in Soroban Capital Partners LP v. Commissioner (“Soroban II”) The...more
An Agency Under Siege - The mission statement of the IRS reminds taxpayers that it is their responsibility to understand and meet their tax obligations, while it is the role of the IRS to “enforce the [tax] law with...more
On May 28, 2025, the United States Tax Court held that the limited partners of a limited partnership providing investment management services to various investment funds were not limited partners within the meaning of...more
On May 28, 2025, the US Tax Court ruled that investment manager limited partners in Soroban Capital Partners were active limited partners and, as such, were ineligible for the limited partner exception to self-employment...more
Recently, the Internal Revenue Service ("IRS") has successfully asserted that limited partners in private equity and hedge funds that are organized as limited partnerships were subject to tax under the Self-Employment...more
McGuireWoods welcomed more than 1,200 emerging managers and limited partners (LPs) to The Ritz‑Carlton Dallas for the annual Emerging Manager Conference — the cornerstone of the firm’s Emerging Manager Program and preeminent...more
An express third-party beneficiary provision running in favor of a lender in a fund’s limited partnership agreement (an “LPA”) is helpful for subscription credit facilities. It bolsters the rights and remedies of a...more
On May 28th, the U.S. Tax Court issued a decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) holding that all of the income allocable to the partnership’s limited partners (not just the amount...more
Denham Capital Management LP (“Denham”), a private equity firm, has appealed the recent U.S. Tax Court decision that declined to revisit its interpretation of the “limited partner exception” under the Self-Employment...more
The secondaries market continues to mature and evolve, offering limited partners (“LPs”) an essential tool for portfolio rebalancing, liquidity management and strategic realignment. However, the introduction of the U.S....more