|
10.2: Model Limited Partnership Agreement
Print This Article 
Download This Form
Abstract
The first risk capital pool of significance that accepted capital from outside investors (versus family investment vehicles centered around the fortunes of a given wealthy family) was American Research & Development Corporation (AR&D), organized in a corporate form and operated as a closed-end investment company registered under the Investment Company Act of 1940, with shares listed on the New York Stock Exchange. Subsequent models, however, have not generally followed AR&D in its selection of the legal vehicle through which to conduct operations. Despite the advent of the limited liability company format, the reasons most venture funds are still organized limited partnerships, versus limited liability companies, are largely historical and not substantive. The limited partnership form is more familiar. However, there is at least one substantive reason. If the fund makes foreign investments, disadvantageous foreign tax treatment may result in the fund is structured as a...
This section of the Encyclopedia of Private Equity is premium content and only available to accounts which have a subscription. If you have an account that has access to this section, please login now.
Register For The Encyclopedia of Private Equity
PE & VC Overview Package (Limited, 3-Month Access) Cost: $195.00
Single User - One Year of Complete Access (Best Value) Cost: $495.00
Single User - One Year of Complete Access (Incl. 1 Month Valuation & Deal Terms database Access) Cost: $595.00
Sub-Topics
- 10.2.1: Model Limited Partnership Agreement: Definitions
- 10.2.2: Model Limited Partnership Agreement: Formation
- 10.2.3: Model Limited Partnership Agreement: Capitalization
- 10.2.4: Model Limited Partnership Agreement: Front End Loaded: Allocations and Distributions Deal-by-Deal
- 10.2.5: Model Limited Partnership Agreement: Distributions
- 10.2.6: Model Limited Partnership Agreement: Administrative Provisions
- 10.2.7: Model Limited Partnership Agreement: Transfers and Withdrawals
- 10.2.8: Model Limited Partnership Agreement: Dissolution and Liquidation
- 10.2.9: Model Limited Partnership Agreement: Liability and Indemnification
- 10.2.10: Model Limited Partnership Agreement: Miscellaneous Tax And Regulatory Compliance Provisions
- 10.2.11: Model Limited Partnership Agreement: General Provisions
- 10.2.12: Precautions in Case of Advisers Act Registration; Limit Investors to "Qualified Clients."
- 10.2.13: Contractual Modification of Fiduciary Duties for Delaware Unincorporated Business Entities
- 10.2.14: Private Equity Limited Partnership Agreements: Common Trigger Events and Limited Partner Remedies
- 10.2.15: New Delaware Case Favors Indemnity for Investment Professionals
|