News & Analysis as of

Limited Partnerships Partnership Interests

Farrell Fritz, P.C.

Hoping to Take Assignment of an LP or LLC Interest? Best Read the Contract

Farrell Fritz, P.C. on

A recent decision from one of our favorites, Albany County Commercial Division Justice Richard M. Platkin, is a reminder to would-be assignees of limited partnership interests that without total compliance with the terms and...more

Smith Anderson

What Limited Partners Should Know About Soroban

Smith Anderson on

The Tax Court’s use of a functional analysis test to determine limited partner status in Soroban Capital Partners LP has had a ripple effect in the world of asset management. The decision’s impact will be felt in the tax and...more

International Lawyers Network

Establishing a Business Entity in Greece (Updated)

1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more

Stinson - Corporate & Securities Law Blog

Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing

The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the...more

International Lawyers Network

Establishing a Business Entity in Greece (Updated)

1. Types of Business Entities - The main business entities in Greece are the following: i) the Société Anonyme (S.A.); ii) the Private Company (P.C.); iii) the Limited Liability Company (Ltd); iv) the General Partnership...more

Dorsey & Whitney LLP

Delaware Supreme Court Refuses to Apply Corporate Test in Limited Partnership Books and Records Case

Dorsey & Whitney LLP on

The recent Delaware Supreme Court case of Murfey v. WHC Ventures, LLC serves as a reminder that limited partnerships are contractual in nature and therefore in a books and records demand, legal standards applicable to...more

Farrell Fritz, P.C.

Death of Limited Partner Disarms Derivative Action

Farrell Fritz, P.C. on

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

Proskauer - Tax Talks

Tax Reform – I.R.S. Updates Withholding Tax Guidance on Sales of Partnership Interests

Proskauer - Tax Talks on

On April 2, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-29 (the “Notice”), announcing the intention of the IRS and the Department of the Treasury to issue regulations regarding the withholding requirements...more

Troutman Pepper Locke

Foreign Partners Victims of Tax Reform - Tax Update, Volume 2018, Issue 1

Troutman Pepper Locke on

More than 25 years after the IRS announced its position that foreign partners were subject to tax on the gain from the sale of the partnership interests, the Tax Court decided in favor of taxpayers. ...more

Troutman Pepper Locke

Foreign Partner Not Taxable on Partnership Sale

Troutman Pepper Locke on

Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in...more

Ervin Cohen & Jessup LLP

Converting a Profits (or Carried) Interest Into a Capital Interest Tax-Free, Even if it is a Marketable Security

In CCA 201517006 (dated 10/9/14 and released 4/24/15), the general partner of a publicly traded partnership (PTP) had, in addition to its capital interest, a profits interest in the PTP called “incentive distribution rights”...more

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