Alternative Entity Litigation

Alternative entities include limited liability companies (LLCs), limited partnerships (LPs), master limited partnerships (MLPs), general partnerships, limited liability partnerships (LLPs), limited liability limited partnerships (LLLPs), statutory trusts, and other entity forms that serve as alternatives to corporations. As a result of the governance and transactional flexibility they allow, alternative entity formations now outnumber incorporations. The creativity and complexity with which they are structured and used has resulted in an increase in alternative entity litigation and an expanding body of alternative entity case law from Delaware courts.

The members of Young Conaway’s Alternative Entity Litigation practice group have extensive experience litigating and advising on a broad range of disputes involving alternative entities and their members, managers, and other constituents, including: 

                    • Unitholder challenges to mergers and assets sales 

                    • Contests for control and other governance disputes 

                    • Actions for breach of duties, including fiduciary duties, and the ability to eliminate fiduciary duties
                       in alternative entity structures 

                    • Derivative actions brought by members, partners, assignees of interests, or beneficial owners         

                    • Actions involving dissolution and winding up 

                    • Actions involving requests for books and records

As a result of their extensive experience in disputes involving alternative entities, the members of the Alternative Entity Litigation practice group also provide counseling and advice concerning: 

                    • The risk exposure that members, managers, partners, beneficial owners, and trustees face in managing
                       the affairs of alternative entities, the exercise of their fiduciary duties, and construction of governing
                       documents. 

                    • Representation of independent fiduciaries and committees in addressing potential conflict of interests
                       in transactions. 

                    • Issues arising in the negotiation and completion of mergers, conversions, dissolutions, liquidations, and
                      other fundamental transactions involving alternative entities.

Attorneys in the Alternative Entity Litigation practice group participate in the Alternative Entity Subcommittee and the Corporation Law Council of Corporation Law Section of the Delaware State Bar Association, each of which monitors and drafts amendments to Delaware’s alternative entity statutes. One serves as chair of the Limited Partnerships and Unincorporated Entities Litigation Subcommittee of the Business Law Section of the American Bar Association. Two participate in the Uniform Law Commission’s Drafting Committee on Series of Unincorporated Business Entities, one as a ULC Commissioner and the other as an Advisor to the American Bar Association’s Business Law Section.

Recent representative matters that attorneys in the Alternative Entity Litigation practice group have litigated include:

Defense of Challenge to a Merger

Representation of an Independent Fiduciary

Control Contest and Dissolution

Other Alternative Entity Matters