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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Wednesday, June 12, 2019

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will provide an analysis of third-party opinions concerning entity matters in private equity and commercial finance transactions. The panel will base its discussion on the recently published report by the TriBar Opinion Committee on opinions on limited partnerships (LPs) as well as the 2006 and 2011 TriBar reports on opinions on limited liability companies (LLCs) as well as developments which have taken place in the intervening years.

Faculty

J. Truman Bidwell
Partner
Sullivan & Worcester LLP

Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of international asset financing, banking, structured finance and insolvency. He represents lessees, lenders, developers, owners, underwriters and equity investors in infrastructure transactions. In addition, he represents major banks, domestic and foreign corporations, investment banks, and domestic and foreign lenders in a broad spectrum of financial transactions.

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Bjorn Bjerke
Partner
Shearman & Sterling LLP

Mr. Bjerke is a partner in the Finance practice. He focuses his practice on representing borrowers, lenders, managers and investors in a broad range of complex financing and derivatives arrangements across a wide spectrum of asset classes including securitizations and other structured financings, various shared collateral and second lien structures, repo facilities, commodity, equity, credit and fund linked derivatives, subscription lines and a variety of funding arrangements tailored to existing purchase commitments such as energy management agreements and airline frequent flyer miles programs. In addition, Mr. Bjerke has extensive experience representing investors, creditors and managers in complex restructurings, work-outs and acquisitions of distressed and non-performing assets. He is involved in all aspects of deal structuring, negotiation and documentation. Prior to joining Shearman & Sterling, Bjorn was a partner at Davis Polk & Wardwell.

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Sylvia Fung Chin
Partner Of Counsel
White & Case LLP

Ms. Chin is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing transactions. Clients have benefited from her experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Such clients seek Ms. Chin's advice on leases involving aircraft, oil-drilling equipment, satellites and other equipment, and in projects involving cogeneration, waste-to-energy, alternative energy, hydroelectric and manufacturing facilities.

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Ettore A. Santucci
Partner
Goodwin Procter LLP

Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions. In his active cross-border transactional practice, he regularly advises U.S. clients in outbound investments, international joint ventures and M&A, and is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.

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Description

Opinions on LPs and LLCs are common in private equity, hedge fund, merger and acquisition, and financing transactions. Opinion givers and counsel for opinion recipients must understand the wording and meaning of these opinions and the due diligence and documentation needed to support them and the limitations on the scope of opinions by non-Delaware counsel. The TriBar Opinion Committee reports are intended to facilitate the giving of those opinions and as a result to improve the opinion process.

Entity opinions typically cover (1) formation and existence; (2) power to enter into and perform obligations under the transaction documents; and (3) authorization, execution, and delivery of those documents. Closely related are opinions related to the GP or managing member, including their authority to bind the LP or LLC.

When an entity is issuing LP or LLC interests, purchasers of those interests may also request opinions regarding (4) the issuance of their interests; (5) their admission as limited partners of the LP (or as members into the LLC); (6) their obligation to make payments in connection with their purchase and ownership of LP/LLC interests; and (7) their liability as limited partners or members for obligations of the LP or LLC.

Listen as our authoritative panel discusses current best practices in providing third-party opinions on various matters relating to LLCs and LPs. They will reference the recent 2018 report by the TriBar Opinion Committee on LP opinions as well as the 2006 and 2011 TriBar reports on LLC opinions.

Outline

  1. Introduction: TriBar Opinion Committee reports on third-party opinions for LLCs and LPs
  2. Status opinion on formation and existence
  3. Power of LP/LLC to enter into and perform its obligations under transaction documents
  4. Action opinion on due authorization, execution and delivery of agreements being enterred into
  5. Valid issuance of LP/LLC interests
  6. Admission of purchasers of LP/LLC interests as limited partners/members
  7. Opinions regarding the obligations of purchasers to make payments and contributions to an LP/LLC
  8. Personal liability of limited partners/members

Benefits

The panel will review these and other issues:

  • What supporting documentation should an opinion provider obtain before giving an authority opinion?
  • How should the power of the entity to enter into a transaction be confirmed?
  • Does an opinion that LP or LLC interests are "validly issued" mean that the LP/LLC agreement is enforceable among the parties?
  • In drafting a third-party opinion, how should the opinion-giver address the obligations of LP/LLC investors to make payments ... and the personal liability of the LPs/LLCs?
  • What are the issues to be considered by non-Delaware counsel in giving opinions on LLCs and LPs.