Alternative Entities

Delaware has the nation’s most advanced statutes governing the formation and operation of limited liability companies, general and limited partnerships, and statutory business trusts.  These alternative entities are often required in complex transactions for structural flexibility and optimal tax treatment.  Typical uses for alternative entities include investment funds, joint ventures, holding companies, securitization vehicles, special purpose entities, collateral trusts and mutual funds.  

The alternative entities practice area of our Commercial Law Counseling Group handles a variety of complex alternative entity transactions, including the formation of alternative entities used as private equity and hedge funds, master limited partnerships, mutual funds and regulated trust companies, mergers, asset acquisitions and sales, structured finance and joint ventures.  We work with both in-house and outside counsel in structuring and documenting such transactions, provide legal opinions required at closings and provide counsel to alternative entities for all aspects of their startup, operation and dissolution and on matters relating to fiduciary duties.  We participated in drafting Delaware’s alternative entity statutes, and several of our attorneys serve on the Delaware Bar committees that are responsible for annually reviewing and proposing amendments to those statutes.  We are also active in the LLCs, Partnerships and Unincorporated Business Associations Committee of the ABA Section of Business Law, including serving as chair of the LLC Subcommittee and author the Cumulative Survey of Delaware Case Law Relating to Alternative Entities, which includes summaries of each year’s new cases and is presented annually at the spring meeting of the ABA Section of Business Law. 

In addition, our Litigation Group handles a wide range of litigation arising in the alternative entity context.  Such litigation includes bringing and defending claims for breaches of limited partnership and limited liability company agreements, bringing and defending claims for breaches of fiduciary duty, and defending claims challenging transactions involving master limited partnerships.  

The Commercial Law Counseling and Litigation Groups often work together on these matters to provide our clients with a full range of services, knowledge and experience.


Kevin M. Coen

Kevin M. Coen


Tel: (302) 351-9301
Corporate & Business Litigation

John P. DiTomo

John P. DiTomo


Tel: (302) 351-9329
Corporate & Business Litigation

S. Mark Hurd

S. Mark Hurd


Tel: (302) 351-9354
Corporate & Business Litigation

Representative Matters

  • Formation of private equity funds for TPG Capital, Advent International, TA Associates, Colony Capital and several other fund sponsors
  • Formation of EQT Midstream Partners, LP, a master limited partnership
  • Advising the Conflicts Committee of Crestwood Midstream Partners L.P. in connection with several transactions including its combination with Inergy, L.P.
  • Advising the conflicts committee of Energy Transfer Partners, L.P. in connection with several transactions including its acquisition of Sunoco, Inc.
  • Conversion of the Oppenheimer Fund Complex to Delaware statutory trusts
  • Acquisition of NBC Universal by Comcast
  • Advising Jefferies & Company, Inc. regarding a tender offer for its interests in PGP Investors, LLC
  • Development of a credit card receivables securitization platform employing alternative entities for Barclays Bank Delaware.

Representative Clients

  • TPG Capital
  • Colony Capital
  • Oppenheimer Funds Group
  • Prudential
  • Comcast
  • Guggenheim Partners
  • Energy Transfer Partners, L.P.
  • Cerberus
  • BlackRock
  • Barclays
  • Advent International
  • Suburban Propane
  • Americold
  • AstraZeneca
  • Trian Partners
  • Lone Star Funds


Chambers USA 2014 Names 21 Morris Nichols Attorneys and 4 Practice Groups as Best in Delaware

Wilmington, DE (May 23, 2014) – The 2014 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty-one Morris Nichols’ attorneys and four practice groups as best in Delaware.  Chambers annually conducts in-depth interviews of commercial users of legal services to assess the strengths and reputations of US... Continue Reading



Client Alerts

Delaware Supreme Court Rules on “Necessary and Essential” Condition for LP Books and Records Demands

The Delaware Supreme Court recently decided the case of Murfey v. WHC Ventures, LLC, No. 294, 2019 (Del. July 13, 2020), which involved a dispute over whether the plaintiff limited partners were entitled to certain books and records under the...

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