Limited Liability Company and Partnership Advisory

Overview

 

We have Delaware’s largest and most active alternative entities practice, and we are acknowledged leaders in the development of Delaware limited liability company, limited partnership, and general partnership law. Our attorneys were actively involved in drafting the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act, and two of our directors serve on the committee of the Delaware State Bar Association responsible for proposing amendments to these laws. Our firm offers authoritative advice on a wide variety of transactional matters involving Delaware LLCs, LPs, and GPs, and we regularly provide legal opinions on national and international transactions involving these Delaware entities. We are recognized as pioneers in the development of structured finance transactions and the use of bankruptcy-remote LLCs and LPs, with a proven record of providing informed advice to businesses and law firms concerning these deal structures.

 

 

Delaware LLCs, LPs and GPs on the Cutting Edge
Delaware continues to be on the cutting edge in offering the business community flexible legal entities through which to conduct business, and the state has become the forum of choice when it comes to organizing Delaware limited liability companies (LLCs), limited partnerships (LPs) and general partnerships (GPs). The reasons  LLCs, LPs and GPs are used by the business community, including our clients, include:

  • State-of-the-art statutes based on the principle of contractual freedom
  • Limitation of liability for passive investors in LLCs and LPs
  • The ability to broadly exculpate and indemnify equity owners and managers of such entities
  • A sophisticated court system with a reputation for resolving business litigation in a fair, efficient and timely manner
  • The ability to obtain desirable partnership or pass-through tax treatment
  • A responsive Secretary of State’s office to accommodate expedited business transactions.

Vast Experience with Delaware LLCs, LPs and GPs
Delaware LLCs, LPs and GPs are currently used by our clients in a variety of transactions, including financing transactions, private equity fund transactions, structured finance transactions, hedge fund transactions, cross-border transactions and joint venture transactions. The Limited Liability Company and Partnership Advisory Group is involved in transactions involving public and private Delaware LLCs, LPs and GPs and regularly provides advice to businesses and law firms nationally and throughout the world with respect to these entities, including advice concerning formation, governance, operation, merger, acquisition, conversion, fiduciary duties, contract interpretation, restructuring, dissolution and winding up.

Our lawyers have extensive experience and represent many Delaware LLCs and LPs listed on national stock exchanges as well as Delaware LLCs and LPs used as vehicles for financing transactions and private equity transactions.

Richards Layton is recognized as a pioneer in the development of structured finance transactions and the use of bankruptcy-remote LLCs and LPs in such transactions. We have a proven track record of advising businesses and law firms concerning these deal structures. Richards Layton is described as “the firm that wrote the book on Delaware single purpose entities.” (Chambers USA).

Our lawyers are also experienced in providing advice regarding the fiduciary duties of boards, partners, members and managers, as well as advice concerning special committees, mergers and conversions, dissolution and winding up, of LLCs, LPs and GPs. We counsel our clients regarding contractual interpretation issues involving Delaware LLCs, LPs and GPs, and also provide litigation support.

Core Practice
Providing LLC, LP and GP advice is a core practice at Richards Layton.  The experienced and respected lawyers in our Limited Liability Company and Partnership Advisory Group are routinely asked to provide sophisticated advice and legal opinion letters with respect to LLCs, LPs and GPs. We have the largest alternative entity practice in Delaware, with over 25 lawyers dedicated specifically to handling all matters involving Delaware LLCs, LPs and GPs.

Legal Opinions
We have significant experience in providing third-party legal opinions, routinely rendering legal opinions to purchasers of LLC and LP interests, national and international banks, borrowers, rating agencies and governmental agencies with respect to matters of Delaware law in a variety of transactions involving Delaware LLCs, LPs and GPs. In addition, we render written and oral advice to our clients regarding matters arising under Delaware law, including the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act. A director in our Limited Liability Company and Partnership Advisory Group currently serves as a member of the nationally recognized TriBar Opinion Committee.

State-of-the-Art LLC, LP and GP Statutes
Delaware has state-of-the-art statutes governing Delaware LLCs, LPs and GPs that are favorably viewed nationally and abroad because of their flexibility and degree of liability protection. Delaware maintains a strong commitment to updating its alternative entity statutes to meet the ever-changing needs of business organizations, as is evidenced by the fact that the Delaware Limited Liability Company Act has been amended almost every year since it first became effective in 1992.

Present and former directors of Richards Layton are recognized as pioneers in the development and drafting of Delaware’s LLC, LP and GP statutes. Several of our lawyers participate in the Delaware committees responsible for statutory amendments and have been instrumental in drafting and shaping Delaware’s flexible statutory framework—one currently chairs the committee responsible for drafting amendments to the LLC, LP and GP statutes. This participation provides our lawyers with an insider’s perspective into the legislative intent behind Delaware statutes that is fundamental to our effectiveness and greatly enhances our ability to advise clients with respect to all matters involving Delaware LLCs, LPs and GPs.

Knowledge of Latest Information
We have up-to-the-minute knowledge of the latest Delaware legislation and cases bearing upon the application of Delaware law. Our lawyers have authored a three-volume treatise entitled The Delaware Law of Corporations and Business Organizations and a treatise on LPs entitledLubaroff & Altman on Delaware Limited Partnerships. Several of our directors have been recognized by Chambers USA for their LLC, LP and GP work, and are recognized by the Delaware bar, nationally and internationally as leaders with respect to matters of Delaware LLCs, LPs and GPs.


Directors

Paul M. Altman
Director
302.651.7664
altman@rlf.com
Download vCard
Monica M. Ayres
Director
302.651.7581
ayres@rlf.com
Download vCard
Matthew S. Criscimagna
Director
302.651.7593
criscimagna@rlf.com
Download vCard
Catherine G. Dearlove
Director
302.651.7788
dearlove@rlf.com
Download vCard
Kenneth E. Jackman
Director
302.651.7735
jackman@rlf.com
Download vCard
Bernard J. Kelley
Director
302.651.7674
kelley@rlf.com
Download vCard
Gregory W. Ladner
Director
302.651.7547
ladner@rlf.com
Download vCard
James G. Leyden, Jr.
Director
302.651.7620
leyden@rlf.com
Download vCard
Elisa Erlenbach Maas
Director
302.651.7776
maas@rlf.com
Download vCard
Joshua J. Novak
Director
302.651.7587
novak@rlf.com
Download vCard
Mark V. Purpura
Director
302.651.7588
purpura@rlf.com
Download vCard
Srinivas M. Raju
Director
302.651.7748
raju@rlf.com
Download vCard
John D. Seraydarian
Director
302.651.7798
seraydarian@rlf.com
Download vCard
Melissa K. Stubenberg
Director
302.651.7515
stubenberg@rlf.com
Download vCard

Other Attorneys

Peter D. Calder
Senior Attorney
302.651.7712
calder@rlf.com
Download vCard
Cavan Costantino
Associate
302.651.7589
costantino@rlf.com
Download vCard
Laura A. Dietrich
Associate
302.651.7883
dietrich@rlf.com
Download vCard
Deborah Kay Duskey
Senior Attorney
302.651.7629
duskey@rlf.com
Download vCard
Lee E. Kaufman
Associate
302.651.7582
kaufman@rlf.com
Download vCard
Allurie R. Kephart
Associate
302.651.7659
kephart@rlf.com
Download vCard
Beth A. Gansen Knight
Counsel
302.651.7779
bknight@rlf.com
Download vCard
Jodi M. LeBolt
Associate
302.651.7624
lebolt@rlf.com
Download vCard
Ryan J. Maerz
Associate
302.651.7897
maerz@rlf.com
Download vCard
Christine M. Morabito
Counsel
302.651.7848
morabito@rlf.com
Download vCard
Sara D. Pollock
Associate
302.651.7782
spollock@rlf.com
Download vCard
Antonios Roustopoulos
Associate
302.651.7601
roustopoulos@rlf.com
Download vCard
Drew G. Sloan
Associate
302.651.7612
dsloan@rlf.com
Download vCard
Stacey Novinger Smith
Senior Attorney
302.651.7863
smith@rlf.com
Download vCard
Eric Torres
Associate
302.651.7780
torres@rlf.com
Download vCard
Jane C. Trueper
Associate
302.651.7835
trueper@rlf.com
Download vCard
Jihyun Yoo
Associate
302.651.7804
yoo@rlf.com
Download vCard

Publications

  • "Amendments to Delaware's LLC and Partnership Legislation Enacted," June 27, 2016   View >
  • "Obeid v. Hogan: Delaware Court of Chancery Addresses Authority to Delegate Under Section 18-407 of the Delaware Limited Liability Company Act," June 13, 2016   View >
  • "ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP – Delaware Court of Chancery Addresses Investment Fund Side Letter," April 2016   View >
  • "ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP: Delaware Court of Chancery Permits Investors to Pursue Claims that Preferential Transfer of Partnership's Facebook Shares Breached Partnership Agreement," January 28, 2016   View >
  • "In re Kinder Morgan, Inc. Corporate Reorganization Litigation: Delaware Court of Chancery Dismisses Claims Challenging MLP Reorganization Transactions," August 21, 2015   View >
  • "Amendments to Delaware's LLC and Partnership Acts Adopted," June 29, 2015   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction," April 20, 2015   View >
  • Lubaroff & Altman on Delaware Limited Partnerships, Updated annually   View >
  • "Delaware Insider: Recent Amendments to the Alternative Entity Acts," Business Law Today, August 2014   View >
  • "2014 Amendments to Delaware's Alternative Entities Legislation," Insights, August 2014   View >
  • "Amendments to Delaware's LLC and Partnership Legislation Enacted," July 21, 2014   View >
  • "Delaware LLC & Partnership Law Update: Allen v. Encore Energy Partners, L.P.," July 23, 2013   View >
  • "Delaware LLC & Partnership Law Update," July 1, 2013   View >
  • "Fiduciary Duties in the Alternative Entity Context," ABA, August 16, 2012   View >
  • "Avoid Creating Fiduciary Duties When Eliminating Liability," Delaware Business Court Insider, July 25, 2012   View >
  • "Delaware LLC & Partnership Law Update," July 18, 2012   View >
  • "Eliminating Fiduciary Duties and the Status of the Implied Contractual Covenant of Good Faith and Fair Dealing," Delaware Business Court Insider, February 22, 2012   View >
  • "Auriga Capital Corporation v. Gatz Properties, LLC: Court of Chancery Confirms that a Manager of a Delaware LLC is Subject to Traditional Fiduciary Duties Unless Contractually Modified," February 9, 2012   View >
  • "Gerber v. Enterprise Products Holdings, LLC: Court of Chancery Upholds Contractual Modifications of Fiduciary Duties," January 12, 2012   View >
  • "Delaware Laws & Programs Affecting Business - 2011 Edition," July 2011   View >
  • "Think Carefully Before Amending LLC and Partnership Agreements: Understanding NextMedia," Delaware Business Court Insider, July 27, 2011   View >
  • "Delaware LLC & Partnership Law Update," July 14, 2011   View >
  • "Delaware LLC & Partnership Law Update," April 6, 2011   View >
  • "William Penn Partnership v. Saliba, C.A. No. 111 (Del. Feb. 9, 2011): Burden of Demonstrating Entire Fairness Falls on Defendants in an Interested Transaction," April 6, 2011   View >
  • "Sanders v. Ohmite Holding, LLC, C.A. No. 5145-VCL (Del. Ch. Feb. 21, 2011): Plaintiff Demonstrates Proper Purpose in Requesting Inspection of an LLC’s Books and Records," April 6, 2011   View >
  • "Techmer Accel Holdings, LLC v. Amer: The Delaware Court of Chancery Discusses the Different Statutory Approaches that Apply to Distributions Made by a Limited Partnership Before and After Dissolution," January 11, 2011   View >
  • "CML V, LLC v. Bax: The Delaware Court of Chancery Discusses Creditors' Standing to Bring Derivative Claims Under the LLC Act and Confirms Creditors' Protective Options Under the LLC Act," November 17, 2010   View >
  • "In re Inergy L.P. Unitholder Litigation: The Delaware Court of Chancery Applies Standards Set Forth in Limited Partnership Agreement of a Delaware Limited Partnership and Declines to Enjoin a Simplification Transaction," November 8, 2010   View >
  • "Delaware LLC & Partnership Law Update - November 2010," November 8, 2010   View >
  • "Lonergan v. EPE Holdings LLC: The Delaware Court of Chancery Discusses the Implied Covenant of Good Faith and Fair Dealing," November 8, 2010   View >
  • "In re Atlas Energy Resources, LLC, Unitholder Litigation: The Delaware Court of Chancery Discusses Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in a Case Involving a Publicly Traded Limited Liability Company," November 8, 2010   View >
  • "Amendments to Delaware's Limited Liability Company, Limited Partnership and General Partnership Legislation Enacted," July 6, 2010   View >
  • "Implied Contractual Covenant of Good Faith and Fair Dealing - Kelly v. Blum, Kuroda v. SPJS Holdings, L.L.C. and Nemec v. Shrader," April 26, 2010   View >
  • "Partnerships and LLCs," January 7, 2010   View >
  • "Recent Case Law Developments Relating to Delaware's Alternative Entities," Delaware Law Review, 2010   View >
  • "Amendments to Delaware's Alternative Entity Legislation Enacted," July 20, 2009   View >
  • "Delaware Alternative Entity Law Newsletter," February 4, 2009   View >
  • "Olson v. Halvorsen," November 4, 2008   View >
  • "In re Seneca Investments LLC," October 20, 2008   View >
  • "R&R Capital, LLC v. Buck & Doe Run Valley Farms, LLC," August 26, 2008   View >
  • "Amendments to Delaware's LLC and LP Legislation Enacted," July 24, 2008   View >
  • "Amendments of Delaware's Alternative Entities Legislation Enacted," July 25, 2007   View >