Alternative Business Entities
Limited Liability Company (“LLC”), Delaware Statutory Trust (“DST”), Limited Partnership (“LP”), General Partnership (“GP”), Real Estate Investment Trust (“REIT”), Special Purpose Vehicle (“SPV”) – all are considered alternative business entities and all can be used in sophisticated business transactions. Such transactions include real estate finance deals, acquisitions and securitizations. The Delaware Counsel Group LLP (“DECG”) provides advice about these entities to global banks, in-house counsel of Fortune 500 companies and op AmLaw 100 firms. In addition, our firm renders Delaware legal opinions on formation, authorization and enforceability issues involving these entities and the transactions into which they enter.
DECG lawyers serve as members of the drafting committees responsible for legislative amendments to the Delaware statutes that created these very entities. Our lawyers provide not only knowledge of alternative business entities, but knowledge of the business reasons behind the statutes that govern them.
Many Delaware entities are used in joint ventures or parties will select Delaware as the governing law for their joint venture agreement. Our firm has experience reviewing, drafting and assisting on these agreements.
Real Estate Investment Trusts
We have guided REITs through the litigation process, educating a non-Delaware court in the application of Delaware law.
Reorganization: Advised on the reorganization, merger, conversion, and operation of certain Delaware affiliates of a global management consulting, technology services and outsourcing company with more than 180,000 people in 49 countries and net revenues in excess of $19 billion.
Asset Management: Provided Delaware legal advice and related opinions to subsidiaries of a global investment and specialized fund and asset management group with over $71 billion in assets under management.
LP: Advised on Delaware law issues and rendered Delaware legal opinions to Delaware limited partnerships affiliated with a leading global real estate financing company.
LP/LLC: Advised on Delaware law issues and rendered Delaware limited partnership and limited liability company legal opinions to a clean energy financial services company in connection with solar energy financing transactions.
Tax Credits: Advised on issues of Delaware law and rendered Delaware legal opinions to affiliates of the U.S. investment arm of a public Dutch company in connection with tax credit real estate financing transactions valued in excess of $300 million.
Mutual Funds: Represent a mutual fund in its design of master trust and various series.
Securitization: Assist in structuring of statutory trust and render opinion as to formation, enforceability of governing documents against the participating parties and various creditor issues.
Delaware Trustee: Review and draft provisions for governing documents to insure they properly reflect the limit of Delaware trustee’s limited duties, powers and liability.
LLC: Review existing agreements, prepare new form of limited liability company agreement with series capability and recommend additional and/or revise existing agreements to take full advantage of provisions of limited liability form.
Majority Limited Partners: Advise controlling group of limited partners in connection with dispute with general partner with respect to removal of general partner, consent of partners required to effect same and process required to amend limited partnership agreement.
Partnership and LLC Opinions: Review of partnership or LLC agreements and related transaction documents and render opinions on power and authority to enter into transactions, enforceability of all Delaware documents, liability issues and Delaware UCC issues.
Representation of Independent Managers and Directors of LLCs: Negotiate applicable provisions to insure the powers, duties, fiduciary duties, standards of care and liability provisions properly reflect role of independent manager or director that votes on major transactions only.