Joshua J. Novak

Director

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Overview

Joshua Novak is a contributor to the influential Lubaroff & Altman on Delaware Limited Partnerships.

Josh advises clients on a wide range of transactions involving Delaware general partnerships, limited partnerships, and limited liability companies, including series entities. He assists clients with all aspects of their operations, from formation to termination. He regularly provides counsel regarding

the formation, operation, and winding up of private investment funds and other investment fund matters;
securitization and other structured finance transactions; and
mergers and acquisitions.

Josh advises clients on fiduciary duties and contract interpretation, as well as transactional and advisory matters involving publicly traded limited partnerships and limited liability companies, including governance, IPOs, and asset sales. He also regularly issues legal opinions on a wide range of matters involving Delaware alternative entities, including

investment fund closings,
side letters,
cross-border transactions,
single-member limited liability companies, and
other limited liability company and partnership matters.

Josh regularly presents on Delaware limited liability companies and partnerships at law firms, conferences, and continuing legal education seminars.

PRACTICES

Limited Liability Company & Partnership Advisory
Structured Finance

Select Experience

Assisted in the multibillion-dollar acquisition by a private equity fund of a Fortune 500 company
Advised a multinational corporation regarding various operational and restructuring issues
Advised Fortune 50 investment firms in the formation and operation of various hedge funds and private equity funds
Asset-backed securities, including auto loans and leases, credit cards, student loans, residential mortgages, home equity loans, equipment leases, litigation settlements, insurance policies, and intellectual property
Advised a publicly traded limited partnership on a restructuring in connection with a desired change in tax treatment
Represented the Conflicts Committee of Targa Resources Partners LP in connection with numerous transactions by which Targa acquired various assets from an affiliate of its general partner

Education

University of Iowa College of Law, J.D., with distinction, 2007
Journal of Corporation Law Editorial Board
Iowa State University, B.A., with distinction, Political Science, 2004

Publications

Lubaroff & Altman on Delaware Limited Partnerships

updated annually

This is the first complete guide containing everything a lawyer needs to know from the birth to the death of a limited partnership. This important book, revised annually, includes complete coverage and in-depth discussion of the Delaware limited partnership law, plus over 50 useful forms prepared by the authors. The text of every section of the…

ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP – Delaware Court of Chancery Addresses Investment Fund Side Letter

Business Law Today | April 2016

In a recent opinion, the Delaware Court of Chancery considered, among other things, the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership…

Eliminating Fiduciary Duties and the Status of the Implied Contractual Covenant of Good Faith and Fair Dealing

Delaware Business Court Insider | February 22, 2012

Section 17-1101(d) of the Delaware Revised Uniform Limited Partnership Act provides that a partnership agreement may expand, restrict or eliminate the fiduciary duties owed by a partner or other person to the limited partnership, a partner or any other person that is a party to or is otherwise bound by such partnership agreement, provided that the implied contractual covenant of good faith and fair dealing may not be eliminated.

Think Carefully Before Amending LLC and Partnership Agreements: Understanding NextMedia

Delaware Business Court Insider | July 27, 2011

Under the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, if a limited liability company agreement or a limited partnership agreement “provides for the manner in which it may be amended … it may be amended only in that manner or as otherwise permitted by law.”

Pro Bono Activities

Child Attorney, Delaware’s Office of the Child Advocate
Assisted in the organization of a nonprofit corporation that seeks to provide a camp for children who have suffered burns

Recognition

Delaware Business Times, 40 Under 40, 2020

Bar Admissions

Delaware, 2008

Related Publication

Limited Liability Company & Partnership Advisory

Lubaroff & Altman on Delaware Limited Partnerships

updated annually

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