Topic
Limited Partnership
76 published works
TaxSlaw
Taxes and Corporate “Formalities” – Timing May Be Everything
By Louis Vlahos
Surprises As is the case in so many fields of endeavor, the more time you spend practicing tax law, the more likely it becomes that you will encounter something absurd.…
Commercial Case Notes
First Department Recognizes, But Does Not Decide, Unsettled Question of Veil Piercing in Limited Partnerships
By John Lundin
On September 24, 2026, the First Department issued a decision in Matter of UBS Sec. LLC v. Dondero, 2026 NY Slip Op. 05460, recognizing, but not deciding, the question of…
Tax Talks
Fifth Circuit Withdraws Sirius Solutions Opinion and Adopts New “Significant Role” Standard for the Limited Partner Exception
By Richard M. Corn, Laura Gavioli, Abraham Gutwein, Martin T. Hamilton, Christine Harlow, Arnold P. May, David S. Miller, Jeremy Naylor, Amanda H. Nussbaum, Stephen Severo, Jacqueline Watson
On August 12, 2026, in K Alain, L.L.L.P. v. Commissioner,[1] the U.S. Court of Appeals for the Fifth Circuit withdrew its taxpayer-friendly January 16, 2026 opinion in Sirius Solutions, L.L.L.P.…
All Things Canada
Lending to Limited Partnerships: Lessons from the Cerieco Decision
By Alan Litwack
The Ontario Superior Court of Justice decision in Ontario Securities Commission v. Bridging Finance Inc. et al. (for the purposes of this article, the “Cerieco decision”) arose out of a…
Louisiana Law Blog
The Fifth Circuit Defines “Limited Partner” for Purposes of the 1402(a)(13) Exception to Self-Employment Tax
By Jaye Calhoun, William Kolarik, Divya Jeswant, Kevin Baker, Derek Brondum
Overview of the Fifth Circuit’s Decision The United States Court of Appeals for the Fifth Circuit (“Fifth Circuit”) handed certain partners in limited partnerships within its jurisdiction a huge win…
Outside General Counsel Blog - Houston Outside General Counsel & Construction Lawyer
Limited Partners Just Won Big: Fifth Circuit Rejects IRS "Passive Investor" Test
The Fifth Circuit just handed business owners a significant victory. On January 16, 2026, in Sirius Solutions, L.L.L.P. v. Commissioner, the court held that a "limited partner" under 26 U.S.C.…
New York Business Divorce
Second Department Denies Judicial Dissolution of Realty Holding Limited Partnership (and Related Claims), Ending 22-Count Dispute
When an aggrieved party feels his or her back against the wall, there is a strong temptation to assert every claim under the sun against the adversary. Offense is the…
Commercial Case Notes
Assignment of LLP Interest Does Not Create New Limited Partner
By John Lundin
On July 2, 2025, Justice Platkin of the Albany County Commercial Division issued a decision in Marini v. Marini Realty LP, 2025 NY Slip Op. 51138(U), holding that an assignment…
Tax Talks
Tax Court Reaffirmed Soroban’s Holding that Active Limited Partners of State Law Limited Partnerships May Be Subject to Self-Employment Tax
By Richard M. Corn, Robert A. Friedman, Arnold P. May, David S. Miller, Amanda H. Nussbaum, Rita N. Halabi, Mary McNicholas
On December 23, 2024, in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), the Tax Court reaffirmed its earlier ruling in Soroban Capital Partners LP v. Commissioner (161 T.C.…
Blaneys Appeals
Court of Appeal Summaries (July 1 – July 5)
Jump To: Table of Contents | Civil Decisions | Short Civil Decisions Good afternoon. Following are our summaries of the civil decisions of the Court of Appeal for Ontario for…