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, America’s Leading Lawyers for Business 2007).
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. Delaware LLCs and LPs are often used in business transactions: over 500,000 Delaware LLCs and 70,000 Delaware LPs have been formed. 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 entitled Lubaroff & 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.
Summary: The Authoritative Advice on Delaware LLCs, LPs and GPs
Richards Layton’s Limited Liability Company and Partnership Advisory Group has the leadership, expertise, experience, qualifications and sophistication to assist clients and law firms nationally and throughout the world with respect to all matters and transactions involving Delaware LLCs, LPs and GPs.