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
In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more
The Texas Supreme Court has provided clarity on the fiduciary duties between business partners, particularly in the context of limited partnerships. The case, Bertucci v. Watkins, involved a dispute between two business...more
Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more
Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more
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
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
Introduction of separate limited partnerships. Introduction of incorporated limited partnerships....more
Posts about limited partnerships on this blog are far eclipsed by discussions on just about any other form of business entity because, as we’ve noted in the past, limited partnerships are generally on the decline....more
Folks who’ve been following this blog for years know that periodically I like to venture beyond New York’s borders to find and report on interesting decisions from other states in business divorce cases....more
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an...more
The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure. This is true in both LLCs (Corporations Code section 17703.03) and...more
Case law involving limited liability companies (LLCs) is rapidly evolving. Some states, most notably Delaware, permit LLCs to limit or eliminate liability for breaches of fiduciary duty by an LLC’s members or managers. Other...more
If a written limited partnership agreement contains detailed provisions governing partner withdrawal and dissolution, can a court nonetheless look to the statutory “default rules” in the Revised Limited Partnership Act (the...more
A recent Commercial Division decision demonstrates the ability of partnership agreement provisions to limit the executors of the plaintiff-limited-partner from continuing a derivative lawsuit after that partner’s death. ...more
I’ve yet to see him make a court appearance, and hope I never do, but the Grim Reaper sure has a knack for disrupting business divorce litigation involving LLCs and limited partnerships....more
How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more
Almost always there are elements of acrimony and intense emotion in litigation between co-owners of closely held business entities. The degree of toxicity can vary widely from case to case, although it tends to show up more...more
The case involves the issuance of certain convertible units offered to some, but not all, the limited partnership unitholders, and whether that offering and subsequent issuance violated provisions of the partnership agreement...more
Agreements for publicly-traded limited partnerships often disclaim any fiduciary duties and provide safe harbors for transactions involving a conflict for the controller. The safe harbor provisions frequently contain minimal...more