Short summaries of partnership formation in France, India, Mexico, Saudi Arabia, Switzerland, the UK and the USA

Lexology has published some potentially useful summaries of partnership formation in these countries. If you are not already a subscriber to Lexology, you will need to register (free). See also earlier posts on this Forum website on partnership regulation and/or structures in these countries. 

The formation summaries are available as follows.

France: https://www.lexology.com/library/detail.aspx?g=094d1ed3-fe59-4067-96d0-3576fa366695&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-28&utm_term=

India: https://www.lexology.com/library/detail.aspx?g=2d40ed06-7060-49e3-8406-654d15da3fcb&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-28&utm_term=

Mexico: https://www.lexology.com/library/detail.aspx?g=b2662bfd-0655-4df0-9783-ae08d72fbda8&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-28&utm_term=

Saudi Arabia: https://www.lexology.com/library/detail.aspx?g=5d08847a-2309-48cb-ba77-0c8ba1cb1c9f&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-28&utm_term=

Switzerland: https://www.lexology.com/library/detail.aspx?g=31ccc27d-71d1-4477-a427-c0a9fd0faaba&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-28&utm_term=

UK: https://www.lexology.com/library/detail.aspx?g=374d2c85-dac9-4408-a0f3-a16524d59805&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-09-04&utm_term=

USA: https://www.lexology.com/library/detail.aspx?g=ec3b5632-d1c7-4e22-ab26-960942a16cb1&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-09-04&utm_term=

Recording of recent webinar on Expulsions and Forced Retirements in Partnerships/LLPs by Littleton Chambers

This webinar by Jonathan Cohen QC, James Bickford Smith and Sophie Berry is a currently available at 

https://littletonchambers.com/articles-webinars/expulsions-and-forced-retirements-in-partnerships-and-llps/

Short summaries of partnership formation in Brazil and Colombia

Lexology has published some potentially useful summaries of partnership formation in Brazil and Colombia.

Brazil:

https://www.lexology.com/library/detail.aspx?g=1071c588-ff5c-4ca4-8f68-310c6d40c61b&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-21&utm_term=

Colombia:

https://www.lexology.com/library/detail.aspx?g=bdc34b6c-28d2-4247-9983-922badae9f6d&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-08-21&utm_term=

If you are not already a subscriber to Lexology, you will need to register (free).

See also earlier posts on this Forum website on partnership regulation in Brazil and Colombia.

Short articles on on new regulations in Guernsey allowing overseas limited partnerships to continue as Jersey partnerships

International law firms Ogier and Carey Olsen have published short articles on new regulations in Guernsey which will allow certain overseas limited partnerships to be migrate to Guernsey and obtain a certificate of registration. The articles are available at:

Ogier: https://www.internationallawoffice.com/Newsletters/Private-Client-Offshore-Services/Guernsey/Ogier/Migration-of-foreign-limited-partnerships-into-Guernsey-1. You may need to register (free) in order to access the article.

Carey Olsen: https://www.careyolsen.com/briefings/guernsey-introduces-statutory-migration-regime-limited-partnerships

See also the earlier post on this Forum website on similar regulations adopted by Jersey.

Short articles on recent US case on limited partners's rights to inspect partnership books

US law firm Sidley Austin, and Steve Quinlivan of US law firm Stinson Leonard Street, have both published short articles on the recent US case of Murfey v WHF Ventures on the rights of limited partners to inspect partnership books.

They are available at 

https://www.sidley.com/en/insights/newsupdates/2020/07/delaware-supreme-court-clarifies-contractual-inspection-rights-in-private-fund-documents

and

http://dodd-frank.com/2020/07/16/delaware-supreme-court-interprets-books-and-records-provision-of-limited-partnership-agreement/#page=1.

Short articles on new Hong Kong private equity limited partnership

Law firms Slaughter & May, Stephenson Harwood, Hogan Lovells, and Morrison & Foerster have all published short articles on Hong Kong's new Limited Partnership Fund Ordinance which came into force at the end of August 2020, and which provides a new limited partnership structure for private equity funds. 

The Slaughter & May article is available at:

https://my.slaughterandmay.com/insights/briefings/limited-partnership-fund-ordinance-a-new-fund-vehicle-for-private-equity-in-hong-kong

The Stephenson Harwood article is available at:

https://shlegal.com/docs/default-source/news-insights-documents/eng_hong-kong-new-limited-partnership-regime---goodbye-offshore-hello-ho.pdf?sfvrsn=4a87ec5b_0

The Hogan Lovells article is available at: 

https://www.lexology.com/library/detail.aspx?g=f7c7e3f2-c6f4-45b7-8901-e9db3f03b336&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-09-04&utm_term=

The Morrison & Foerster article is available at:

https://www.lexology.com/library/detail.aspx?g=eeb00eaa-ea65-4dd9-9e85-61f87311d47c&utm_source=Lexology+Daily+Newsfeed&utm_medium=HTML+email+-+Body+-+General+section&utm_campaign=Lexology+subscriber+daily+feed&utm_content=Lexology+Daily+Newsfeed+2020-09-11&utm_term= 

Short article on compulsory retirement of partners

Tina Williams, consultant at partnership law firm Fox Williams, has published a short article on 'Compulsory retirement of partners' (2020) 117(26) LSG 27. It is available online at:

https://www.lawgazette.co.uk/practice-management/compulsory-retirement-of-partners/5105046.article

Book Review: Partnership & LLP Law

Partnership & LLP Law, Geoffrey Morse and Thomas Braithwaite (9th edn, OUP 2020), 512pp., hardback, ISBN: 9780198832799. Also available as an EPUB ebook ISBN 9780192569158.

I have to confess to some nostalgic attachment to this book, which was originally aimed at undergraduate students and was first published in the year I went to university, two years before I was taught partnership law by the distinguished author, Professor Geoffrey Morse. The latest edition takes the book in a very different direction, aimed (and priced) squarely at practitioners, not students, and with the section on LLPs (which of course did not exist when the book was first written) now co-authored by barrister Thomas Braithwaite and nearly doubled in length from the previous edition. The writing style, I am pleased to report, continues to be highly accessible.

The chapter structure of the partnership section of the book, which is still its dominant part (approximately three-quarters of the text), remains the same as in the previous edition, although there are new sections on developments in Jersey (reflecting new legislation there) and the powers of the court in respect of the assets on winding up (reflecting the judgment in Campbell v Campbell). It thus covers the formation of a partnership, ‘legal controls’ such as the business names legislation and caselaw on restrictive covenants, partners’ relationships inter se and with third parties, partnership property, dissolution and winding up, and insolvency. There is a separate chapter on limited partnerships. Perhaps surprisingly given that Professor Morse is also an expert in taxation law, there is no chapter on taxation.

The contents list now includes the all the subheadings within chapters, rather than only the main ones, which is helpful in navigating the book, and there continues to be a detailed index. However, the lowest level subheadings within the chapters are no longer in italics and are therefore rather too easy to miss.

Although is only four years since the previous edition was published, the thorough updating includes an impressive number of new cases, including Hosking v Marathon Asset Management on the availability of the equitable remedy of forfeiture as applied to the share of profits of a partners or LLP member, Braganza on reasonableness in decisionmaking, Bhayani v Taylor Bracewell on goodwill, Ingenious Games v HMRC on the meaning of a view to profit, and Goldup v Cobb on partnership assets. Consistently with previous editions, the partnership section continues to incorporate a global perspective on partnership law developments, with substantial inclusion of caselaw from other, particularly common law, jurisdictions.

The much expanded section on LLPs continues to include chapters on the corporate structure and membership but now includes a separate introductory chapter and separate chapters on the rights and duties of membership, the LLP Agreement, decisionmaking, termination of membership, and insolvency and dissolution. In all of these the former coverage has been much expanded, reflecting the increasing importance of LLPs as the primary vehicle for professional service firms, and a significant vehicle for investment and financial services.

Short articles on new regulations in Jersey allowing overseas limited partnerships to continue as Jersey partnerships

International law firms Ogier, and Carey Olsen, have published short articles on forthcoming regulations in Jersey which will allow certain overseas limited partnerships to be apply for a certificate of continuance and be treated as Jersey limited partnerships. The articles are available at:

https://www.ogier.com/publications/migration-of-foreign-limited-partnerships-into-jersey

https://www.careyolsen.com/briefings/jersey-introduce-statutory-migration-regime-limited-partnerships-jersey

The 3rd Annual Partnership Conference on Thursday 17 September 2020 goes virtual!

Owing to the constraints of the current coronavirus crisis, we have decided that a shortened version of this year’s conference will be held online and will be free to attend. We hope this will enable even more delegates to attend.

Details will be announced in due course, but please do put the date – Thursday 17 September 2020 – in your diary if you have not already done so.

We hope to be back with our usual collegiate and friendly face-to-face conference in 2021.

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