Alternative Entity Counseling

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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
  • mergers
  • 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.

News

Insights

  • Article, Bloomberg Law, 08.01.2021

    In its 2021 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA). The amendments to the DGCL, the DLLCA, the DRULPA, and the DRUPA became effective on August 1, 2021.

  • Client Alert, 04.26.2021

    On April 7, 2021, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101 et seq. (the “DRUPA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”).

  • Publication, Bloomberg BNA Corporate Practice Portfolio Series, 2021

    Morris Nichols partner David Harris authored the chapter on Delaware.

  • Article, 2021 Annual Meeting of ABA, Section of Business Law, 02.15.2021

    Morris Nichols maintains a Cumulative Survey of Delaware case law relating to alternative entities that is updated annually, organized by subject area and includes most cases that address significant alternative entity issues.

  • 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.

  • Client 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.

  • Article, 2019 Annual Meeting of ABA, Section of Business Law, 02.08.2019

    Morris Nichols maintains a Cumulative Survey of Delaware case law relating to alternative entities that is updated annually, organized by subject area and includes most cases that address significant alternative entity issues.

  • 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.

  • Article, Practical Law The Journal, 04.2012

    Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and associate R. Jason Russell, authored “Series LLC”–appearing in the April 2012 issue of Practical Law The Journal.

Practice Contact

Delaware Corporation Organizers, Inc.

A subsidiary of Morris Nichols, Delaware Corporation Organizers (DCO) provides Morris Nichols' clients valuable search, retrieval and filing services with the direct access link to the Delaware Division of Corporations’ system.MORE

Annual Summary of Delaware Case Law Relating to Alternative Entities

Morris Nichols’ annual summary of Delaware alternative entity cases was recently updated with decisions through February 2021.MORE

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