Lou is actively involved in the organization and structuring of all forms of Delaware alternative entities.

His practice includes mergers and acquisitions, with an emphasis on structures involving alternative entities, and the delivery of third-party legal opinions in connection with the full spectrum of Delaware contracts.

He works with private equity, hedge and mutual funds in connection with their formation and operation including, TPG Capital, Global Infrastructure Partners, OppenheimerFunds, Inc., Prudential Mutual and BlackRock. He also regularly represents sponsors and conflicts committees of master limited partnerships, including Enterprise Products Partners, EQT and Landmark Infrastructure Partners.

Active in Delaware and national legal associations, Lou is a member and past chair of the Partnership and Limited Liability Company Committee of the Corporate Law Section of the Delaware State Bar Association (DSBA), which is responsible for annually reviewing and updating Delaware’s partnership and LLC statutes, and a member of the Statutory Trust Committee of the Commercial Law Section of the DSBA, which is responsible for reviewing and updating Delaware’s statutory trust act. He is also a member of the American Bar Association (ABA)’s Committee on LLCs, Partnerships and Unincorporated Entities of the Business Law Section (and chair of the LLC subcommittee), the Opinion Committee of the Business Law Section of the ABA, the Board of Directors of the Working Group on Legal Opinions and the TriBar Opinion Committee.

Lou is a frequent speaker and writer on alternative entity and opinion matters. His publications have appeared in Bloomberg BNA, Law360, and Practical Law.

Experience

Advised global investment management company on various alternative entity matters, including two closed-end fund IPOs in 2019 and 2020, as well as several mutual fund reorganizations.

Represented the conflicts committee of American Midstream Partners, LP, a publicly traded MLP, in connection with the acquisition by an affiliate of ArcLight Energy Partners Fund V, L.P. of all the public MLP interests.

Represented the special committees of the board of directors of Canadian multinational energy transportation company in an alternative entity transaction to acquire all outstanding common units of two U.S.-listed entities for $3.5 billion worth of its stock.

Represented TPG in launching its flagship private equity fund.

Represented conflicts committee of Tallgrass Energy, LP, a midstream energy infrastructure company, in acquisition to purchase its publicly-held Class A Shares.

Represented Equitrans, one of the largest natural gas gatherers in the United States, in a simplification transaction involving two MLPs.

Advised a special committee in simplification and drop-down acquisition transactions involving Western Gas entities to acquire all the publicly held common units and substantially all units owned by Anadarko Petroleum Corporation.

Represented a global investment management corporation in connection with its acquisition of a retirement fund portfolio.

Represented Koch Industries in connection with its acquisition of Genesis Robotics.

Represented the conflicts committee of Archrock Partners L.P. publicly traded master limited partnership (MLP) in connection with the acquisition by the parent of the MLP’s general partner of all the public MLP interests.

Represented the conflicts committee of Holly Energy Partners, LP, a publicly traded MLP, in an incentive distribution rights (IDR) simplification agreement.

Represented Pisces Midco, Inc. and its Delaware subsidiaries on various aspects of financing of acquisition of Ply Gem Holdings Inc.

Represented the sponsors of Tallgrass Energy Partners, L.P. and EQT Midstream Partners, LP in the formation of MLPs.

Represented global asset fund manager in moving its fund complex to Delaware.

Advised publicly traded MLP in acquisition of its general partner, Memorial Resource Development Corp.

News & Insights

Honors & Recognitions

Chambers USA, America’s Leading Lawyers for Business, ranked in Delaware alternative entities, 2006-2021

The Legal 500 US, Leading Lawyer in M&A corporate and commercial Delaware counsel, 2019-2021

The Best Lawyers in America, listed in Delaware corporate law, 2007-2021

Who’s Who Legal: Private Funds, listed in formation, 2014, 2016, 2018-2020

Lawdragon 500 Leading Dealmakers in America, included for M&A, alternative entities and Delaware law, 2021

Professional & Civic

American Bar Association (Business Law Section, Committee on LLCs, Partnerships and Unincorporated Business Associations, LLC Subcommittee (Chair), Single Member LLC Agreement drafting project (Co-Chair), Opinion Committee, Working Group on Legal Opinions (Board of Directors), TriBar Opinion Committee)

Delaware State Bar Association (Corporate Law Section: Partnership and Limited Liability Company Committee (Past Chair), Commercial Law Section: Statutory Trust Committee)

Clerkships

  • Law Clerk to The Honorable Carolyn Berger, Delaware Court of Chancery, 1986-1987

Education

University of California Los Angeles School of Law, JD, 1986

Cornell University, AB, history, 1982

Admissions

  • Delaware, 1990
  • District of Columbia, 1989
  • New York, 1987

Chambers USA ranks Lou for his “extensive experience advising MLPs and limited liability companies on the full range of corporate activity” with sources attesting he is “a leader in alternative entities” and “knows Delaware corporate law inside and out.”

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