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ILPA Releases Guidance on General Partner-Led Secondary Fund Restructurings

In response to the increasing prevalence of general partner (GP)-led secondary fund restructurings, the Institutional Limited Partners Association (ILPA) has released guidance regarding this practice. The purpose of this guidance is to promote transparency and efficiency in the secondary process.

The ILPA has defined these restructurings as transactions that offer one of the following:

USA, Capital Markets, Corporate Finance/M&A, Insolvency & Restructuring, Kramer Levin Naftalis & Frankel LLP, Employee Retirement Income Security Act 1974 (USA), Private equity, Limited partnership, Due diligence, Investment funds
Texas Court Declines to Adopt Rule Holding Violation of Law Is Per Se Bad Faith in Fraudulent Transfer Actions

The Bottom Line

The District Court for the Northern District of Texas recently held in Segner v. Ruthven Oil & Gas, LLC, No. 3:12-CV-1318-B, 2018 WL 3155827 (N.D. Tex. June 28, 2018) that failure to comply with a disclosure law when documenting a transaction does not deprive a defendant in a fraudulent transfer action from asserting a good faith defense.

What Happened?

USA, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP, US District Court for Northern District of Texas
Delaware Bankruptcy Court Rejects “Implied Assumption” of Executory Contracts As Part of Asset Sale

The Bottom Line

USA, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP
Nevada District Court Holds that a Creditor Must Have a Fully Undisputed Claim to Petition for an Involuntary Bankruptcy

The Bottom Line

USA, Nevada, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP
Ninth Circuit Joins “Minority” of Courts That Allow Property to be Sold in Bankruptcy Free and Clear of Leaseholds

The Bottom Line

USA, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP, Ninth Circuit, Seventh Circuit
Use of Accounting Term of Art in Arbitration Provision of Asset Purchase Agreement Narrows its Scope in Favor of Bankruptcy Court Jurisdiction Over Post-Closing Dispute

The Bottom Line

The Delaware District Court affirmed the bankruptcy court’s decision that the combination of a narrow arbitration provision and the bankruptcy court’s reservation of jurisdiction warranted denial of a motion to compel arbitration. The specific language of the arbitration provision, combined with the use of an accounting term of art, narrowed the scope of the arbitration provision sufficiently to rebut the presumption of arbitration under the Federal Arbitration Act.

What Happened?

USA, Delaware, Arbitration & ADR, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP, Federal Arbitration Act 1926 (USA)