Alternative Entity CounselingPDF
The lawyers in our alternative entity counseling practice specialize in Delaware law governing limited liability companies, partnerships, limited partnerships, statutory trusts and other entities that are not organized as corporations. Our lawyers have been in the forefront of drafting and updating Delaware’s statutes governing the formation and operation of alternative entities - considered to be the most advanced in the nation.
We handle a variety of complex alternative entity matters, including alternative entities used for:
- private equity and hedge funds
- master limited partnerships
- mutual funds and regulated trust companies
- structured finance and special purposes vehicles
- holding companies
- asset acquisitions and sales
- joint ventures
We work with both in-house and outside counsel in structuring and drafting the organizational documents for such entities, providing legal opinions in respect to such entities, and providing counsel and advice for all aspects of their formation, operation, governance and dissolution, including matters relating to fiduciary duties.
In addition, our lawyers handle a wide range of litigation arising in the alternative entity context. Those disputes include bringing and defending claims for breach of limited partnership and limited liability company agreements; bringing and defending claims for breach of fiduciary duty; and defending claims challenging transactions involving master limited partnerships.
- Firm News, 10.26.2020
Morris Nichols is pleased to announce that commercial and alternative entities attorney Sara Gelsinger has been invited to become a partner of the firm, effective January 1, 2021.
- Firm News, 08.20.2020
Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.
- Chambers USA 2020 Ranks Morris Nichols Band 1 in Four Delaware Practices; 24 Morris Nichols Attorneys Recognized Among Leading Delaware PractitionersFirm News, 04.23.2020
- Firm News, 05.23.2014
- Article, Bloomberg Law, 10.01.2020
In its 2020 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act and the Delaware Statutory Trust Act.
- Delaware Supreme Court Rules on “Necessary and Essential” Condition for LP Books and Records DemandsClient Alert, 08.13.2020
The Delaware Supreme Court recently decided the case of Murfey v. WHC Ventures, LLC, No. 294, 2019 (Del. July 13, 2020), which involved a dispute over whether the plaintiff limited partners were entitled to certain books and records under the partnership agreement in question.
- Client Alert, 04.25.2019
If approved by the legislature and signed by the Governor, the amendments will become effective on August 1, 2019.
- Client Alert, 04.12.2018
On April 6, 2018, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101 et seq. (the “DRUPA”).
- Client Alert, 07.12.2016
The Delaware Court of Chancery opinion in Obeid v. Hogan addresses the ability of managers of a limited liability company to delegate to non-managers, illustrating the importance of careful drafting in alternative entity governance documents.
- Client Alert, 01.21.2016
New rules for partnership tax audits (the “New Rules”) were adopted that may require changes to the governing documents of existing and future partnerships, limited liability companies and other entities taxed as partnerships for federal income tax purposes.