The Power of Limited Partners to Remove and Replace the General Partner of a Limited Partnership
Tackles the issue of whether some majority of partners in the context of a limited partnership may remove and replace the general partner under Texas law. Provisions within limited partnership agreements will generally determine the outcome of this question, and the author analyzes three scenarios under which this question may be decided: the limited partnership agreement may contain no removal and replacement provisions, may contain provisions which expressly permit a specified number of partners to replace the general partner, and those that contain provisions authorizing a specified majority of limited partners to amend the limited partnership agreement itself.
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Absent Creditor Reliance, A Limited Partner Who Is a Director of the Corporate General Partner Is Not Personally Liable for Partnership Obligations Greenhaw, David (Texas Tech Law Review, 1975)Discusses the increase in use of limited partnerships with corporate general partner. This increase is due in part because of the advantages associated with such an arrangement. The author proves this by listing pros and ...
Limited Partners Who Control Corporate General Partner Are Subject to Personal Liability as General Partners Dennis, Don C. (Texas Tech Law Review, 1976)Examines the Supreme Court of Texas case, Delaney v. Fidelity Lease Ltd. This case “held that limited partners who take part in the control of the business of the partnership in their capacities as the only shareholders, ...
Analysis: Why Section 2036 Does Not Work Effectively in Many Family Limited Partnership Audits and What Can be Done About It Law, R. Zebulon; McNaughton, Shaun (Texas Tech Estate Planning & Community Property Journal, 2015)Focuses on the family limited partnership (FLP) discounting technique used in discount estate planning, and describes how the authors have seen the Internal Revenue Service (IRS) apply section 2036 of the Internal Revenue ...