Save the date - 4th Annual Conference - Thursday 9th September 2021 in Nottingham

In conjunction with the Centre for Business and Insolvency Law at Nottingham Law School, the Partnership, LLP and LLC Law Forum is pleased to host its 4th Annual Conference.

The Conference will be held on Thursday 9 September 2021 at Nottingham Trent University (assuming Covid-19 restrictions allow for this - otherwise it will be online as in 2020).

As ever, the Conference aims to bring together all those with an interest in partnerships, LLPs, LLCs and other alternative forms of business organisation in the UK and overseas - including practitioners, academics and policymakers - and to provide a welcoming and inclusive forum in which to share and develop ideas.

A formal Call for Papers will be issued shortly.

Series of short articles on lateral hires of partners - final article

Law firm CM Murray have now published the third in their series of articles on the lateral hiring of partners.

'Partner Lateral Hires – Part 3 of 3: The Current Firm’s Perspective' (18 March 2021) is available at: https://www.cm-murray.com/knowledge/partner-lateral-hires-part-3-of-3-the-current-firms-perspective/?utm_source=rss&utm_medium=rss&utm_campaign=partner-lateral-hires-part-3-of-3-the-current-firms-perspective

Partner Lateral Hires – Part 2 of 3: The Partner’s Perspective' (2 March 2021) is available at:
https://www.cm-murray.com/knowledge/partner-lateral-hires-part-2-of-3-the-partners-perspective/?utm_source=rss&utm_medium=rss&utm_campaign=partner-lateral-hires-part-2-of-3-the-partners-perspective

'Partner Lateral Hires – Part 1 of 3: The Hiring Firm’s Perspective' (9 March 2021) is available at:
https://www.cm-murray.com/knowledge/partner-lateral-hires-part-1-of-3-the-hiring-firms-perspective/?utm_source=rss&utm_medium=rss&utm_campaign=partner-lateral-hires-part-1-of-3-the-hiring-firms-perspective 

UK case on the existence of a partnership and whether a limited company was a quasi-partnership

Oberman v Collins and another [2020] EWHC 3533 (Ch)
This case involved a dispute between two parties who had a personal relationship and lived together with their children, as to the entitlement to the beneficial ownership of a number of properties. The legal ownership of some was held by both parties jointly, some by a company which they operated jointly, some by the defendant alone, and some by a company operated by him alone.

Of particular interest is the court’s judgment that the parties had not been in partnership together. It noted that there was no express agreement for a partnership, there had been no discussion of matters such as the sharing of losses, mutual agency or dissolution, and there was none of the “usual” evidence of a partnership such as accounts, advertisements, agreements and other documents, bills, circulars, meeting and tax returns The parties had a joint bank account but it was not described as a partnership account and was explicable by the fact that the parties were living together. The Court of Appeal had held in Greville v Venables [2007] EWCA Civ 878 that it was possible to imply the existence of a partnership from conduct, but only where the court was “able to conclude with confidence both that the parties intended to create contractual relations and that the agreement was to the effect contended for”. The court concluded that in the present case the parties had chosen to organise their business relationship through a limited company, and it could not confidently conclude that they intended to create a legally binding contract which went beyond the relationship of shareholders and directors, let alone that they intended to enter into the legal relationship of partnership.

However, the court held that that the limited company set up by the parties was a quasi-partnership as defined in Ebrahimi v Westbourne Galleries [1973] AC 360: a small private company which additionally exhibited one or more of i) being being formed or constituted on the basis of a personal relationship, ii) being based on an understanding of shareholder participation, and iii) restrictions on the transfer of shares so that a shareholder who was removed from management could not simply withdraw his capital and leave. It held that, on the facts, the claimant had a legitimate expectation that she would be entitle to participate in the company’s management and be consulted on significant decisions, and that she had been excluded from management. The finding of a quasi-partnership allowed the court to impose equitable considerations equivalent to those on partners on the exercise of the rights and powers of shareholders. The court therefore ordered the defendant to purchase the claimant’s shares in the company without any discount for the fact that the claimant was a minority shareholder.

Proposed reforms to partnership law in Gibraltar

Gibraltar has proposed a number of reforms in relation to partnership law, including replacing its Limited Partnerships Act 1927 with a new Limited Partnerships Bill, and enacting a Protected Cell Limited Partnership Bill. It also proposes to make compliance by funds with the Alternative Investment Fund Managers Directive (AIFMD) optional, now that Gibraltar and the UK have left the EU.

James Lasry of law firm Hassans has published a brief article on this, 'Brexit, Limited Partnerships, and the new opportunities for Gibraltar Funds' (23 February 2021). It is available at:

https://www.gibraltarlaw.com/insights/brexit-limited-partnerships-and-the-new-opportunities-for-gibraltar-funds/

Short article on recent UK LLP member expulsion case

Claire Plumb and Ivor Adair of law firm Fox & Partners have written a short article on the recent UK Court of Appeal judgment in Joseph v Deloitte. 'The price of certainty' (2021) LS Gaz, 22 Feb, 29, is available at: https://www.lawgazette.co.uk/practice-points/the-high-price-of-certainty/5107482.article

A summary of the judgment is available in an earlier post on this website - 'Recent UK cases on expulsion of an LLP member, liability of a partnership for a partner's wrongful acts, and the existence of a partnership', posted on 29 January 2021.

Agricultural Holdings (Relinquishment and Assignation) (Application to Relevant Partnerships) (Scotland) Regulations 2021 (SSI 2021/106)

These Regulations were adopted on 23 February and will come into force on 28 February 2021. They allow certain tenants to relinquish their tenancy and receive compensation from the landlord or, if the landlord refuses, to assign the tenancy. The full text is at: https://www.legislation.gov.uk/ssi/2021/106/contents/made

There is obviously a very short period between adoption of these Regulations and their coming into force, but the draft Regulations have been available for some time; see further law firm Turcan Connell's summary at: https://www.turcanconnell.com/media/blog/2021/01/land-reform-scotland-act-2016-relinquishment-and-assignation/

More on wrongdoing LPs and LLPs from the International Consortium of Investigative Journalists

Reports on the wrongdoing of UK LPs and LLPs have been published by members of the ICIJ:

 

https://www.icij.org/investigations/fincen-files/inside-scandal-rocked-danske-estonia-and-the-shell-company-factories-that-served-it/

and 

https://www.icij.org/investigations/fincen-files/how-signatures-in-public-data-helped-expose-the-uks-dirty-money-cottage-industry/?utm_campaign=Sprout&utm_content=fincen+files&utm_medium=social&utm_source=twitter (continuing the long-running story on Danske Bank).

Earlier media reports of similar wrongdoing prompted a consultation by the UK's Department for Business, Energy and Industrial Strategy (BEIS) on Limited Partnerships in 2017-2018 (see https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/762849/government-response-limited-partnerships.pdf), the final conclusions of which are awaited. 

Both LPs and LLPs also feature in the ongoing BEIS consultation on corporate transparency (see most recently https://www.gov.uk/government/consultations/corporate-transparency-and-register-reform-powers-of-the-registrar).

 

Article on wrongdoing limited partnerships in the context of Ukrainian litigation against a Welsh limited partnership

Journalist Graham Leask has published an interesting article on current litigation in the Ukrainian courts against a Welsh limited partnership, arising out of the sinking of a tanker (and consequent oil pollution) allegedly owned by the partnership. The case has once again highlighted the role of UK limited partnerships operating overseas in suspected wrongdoing, exploiting both their lack of transparency of ownership and their ability to remain as 'zombie' partnerships on the register at Companies House in the absence of any legal power to strike them off. 'A Ukrainian tanker mystery continues - and leads back to the UK' (12 February 2021) is available at: https://www.opendemocracy.net/en/odr/ukrainian-tanker-mystery-delfi-odesa/

Those Forum members who attended the Second Annual Conference in 2019 may recall journalist Richard Smith's excellent paper on 'Abuse of UK limited partnerships and the outlook for reform'.

Short article on the responsibilities of partnership and LLP boards

Daniel Sutherland and Ed Livingstone of UK law firm Fox Williams LLP have written a short article providing guidance on some of the responsibilities of partnership and LLP boards and managing partners. 'Partnerships - what keeps management up at night?' (4 February 2021) is available at:
https://www.foxwilliams.com/2021/02/04/partnerships-what-keeps-management-up-at-night/

Short article on partnership law in Poland

 

A short summary of the law relating to partnerships and other business organisations in Poland has been published by Łukasz Śliwiński and Daria Goliszewska of Polish law firm Wardyński & Partners. It is available at 

http://www.codozasady.pl/en/opening-business-in-poland-partnerships-vs-companies/

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