Limited Liability Company & Partnership Advisory Authoritative Advice

Limited Liability Company & Partnership Advisory

Backed by our “full mastery of the law and its application” (Chambers USA, 2020), Richards, Layton & Finger is at the forefront of Delaware’s cutting-edge LLC and partnership practice.    

  • We have Delaware’s largest and most active LLC and partnership practice.
  • We are actively involved in drafting and annually amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act.
  • Our role as pioneers in the development and drafting of Delaware’s influential LLC and partnership statutes gives us a crucial insider’s perspective and has helped establish us as leaders in the complex practice of alternative entities law
  • We provide authoritative advice on a wide variety of transactional matters involving Delaware LLCs and partnerships.
  • We offer a robust Delaware LLC and partnership legal opinion practice.
  • We are recognized pioneers in the development and use of special purpose LLCs and partnerships.
  • We have a proven record of providing informed LLC and partnership advice to businesses and law firms.

Why our clients use Delaware LLCs and Partnerships

Delaware’s state-of-the-art LLC and partnership statutes

  • are regularly updated;
  • are based on the principle of contractual freedom and, as a result, grant significant flexibility in structuring Delaware LLCs and partnerships to suit a wide variety of transactions;
  • allow parties to modify the fiduciary duties of, and broadly exculpate and indemnify, equity owners and managers of Delaware LLCs and partnerships;
  • provide limited liability to passive investors in LLCs and certain partnerships; and
  • offer the ability to obtain desirable partnership or pass-through tax treatment.

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Representative Transactions

We work on transactions involving public and private Delaware LLCs and partnerships and regularly provide advice to businesses and law firms nationally and throughout the world with respect to these entities, including advice concerning formation, governance, operation, mergers, acquisitions, conversions, divisions, series, fiduciary duties, contract interpretation, restructurings, dissolution, and winding up.

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Legal Opinions

We have significant experience in providing third-party legal opinions and in providing 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 Richards Layton attorney currently serves as a member of the nationally recognized TriBar Opinion Committee.

State-of-the-Art LLC, LP, and GP Statutes

Delaware’s state-of-the-art statutes governing Delaware LLCs and partnerships are favorably viewed nationally and abroad because of their flexibility and degree of liability protection. Delaware maintains a strong commitment to updating these 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.

Knowledge of Latest Information

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

    • "The firm has a deep roster of attorneys that are able to assist in various matters."

      Chambers USA, 2023

    • “The team not only has a tremendous understanding of the nuances of Delaware corporate law, but also has a willingness to jump into any transaction and help out.”

      The Legal 500, 2022

    • “They are experts in Delaware partnership law, who particularly master issues relating to limited partnerships.”

      The Legal 500, 2021

    • “They have full mastery of the law and its application.”

      Chambers USA, 2020

  • get in touch

    Our office is conveniently located in the heart of downtown Wilmington, Delaware.

    Contact Us