Every partnership structure is built on the rules that govern it.
We counsel clients on the full range of non-corporate entity matters, including LLCs, partnerships, limited partnerships, and other alternative structures. Our practice covers every stage of an entity’s existence, from initial structuring and formation through governance, recapitalization, restructuring, and dissolution.
Our services include:
- Drafting and negotiating operating agreements, partnership agreements, and trust instruments
- Structuring capital contributions, distribution waterfalls, and promote arrangements.
- Advising on fiduciary obligations of managers, general partners, and managing members
- Preparing and delivering legal opinions on entity formation, authority, and enforceability
- Counseling on admission and withdrawal of members and partners
- Advising on governance, voting rights, consent requirements, and transfer restrictions
- Structuring tax-efficient entity arrangements in coordination with tax counsel
- Guiding entity conversions, mergers, and wind-down procedures
- Advising on series LLC structures and special purpose entity formation
- Counseling on inter-entity agreements, including management agreements and shared services arrangements
This practice area supports every corner of our real estate and transactional work. We advise on entity structures underlying joint ventures, preferred equity investments, private equity and hedge fund platforms, special purpose vehicles, holding companies, and complex acquisition and disposition transactions.
The governance framework determines how risk is allocated and value is shared. Getting the structure right at the outset protects every party in the deal.
