News & Analysis as of

Mergers Private Equity Limited Liability Company (LLC)

Levenfeld Pearlstein, LLC

Independent Sponsor Update: Key Takeaways from Q2

The second quarter was another busy one for us: In addition to deal work and portfolio company matters, our team attended conferences and continued to meet with various capital providers, independent sponsors, placement...more

Kilpatrick

8 Key Takeaways | Navigating Operating Agreements: Material Terms and Best Practices

Kilpatrick on

At a recent Association of Corporate Counsel (Charlotte Chapter) event, Kilpatrick’s Mikail Clark presented on the topic of “Navigating Operating Agreements: Material Terms and Best Practices.”...more

Morris James LLP

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

Morris James LLP on

Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

Morris James LLP

Chancery Finds Merger Validly Amended LLC Agreement and Effectively Removed the LLC’s Manager

Morris James LLP on

Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) - This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more

Mintz - Tax Viewpoints

F-Reorgs: How Buyers’ and Sellers’ Favorite ‘F Word’ Optimizes M&A and Private Equity Transactions Involving S Corporations

Mintz - Tax Viewpoints on

In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more

Rivkin Radler LLP

Selling to Private Equity? Maybe You Should “F Reorg” First

Rivkin Radler LLP on

Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

Herbert Smith Freehills Kramer

Proposed Tax Law Amendments and Tax Increases May Impact Private Equity and M&A Deals

The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more

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