Book Review: Partner Retirement in Law Firms

Partner Retirement in Law Firms, Ronnie Fox (ed) (Globe Law and Business 2020), 136pp., paperback, ISBN: 9781787423428. Also available as an e-book.

This book considers a variety of practical issues to be considered when planning retirement. Although it is aimed at law firms, most of the issues covered would arise in other professional firms, many issues would arise in any partnership or LLP, and some would arise even more widely (particularly financial planning for retirement and the emotional impact of retirement). It is part of the Law Firm Management series, further titles in which can be found at

The authors are all senior practitioners in their areas, and this wealth of experience and expertise is evident in the breadth of coverage in the book, and the careful and authoritative suggestions made for dealing with the various potential difficulties identified. One of the unique features of the book is that it brings together professional advice on many different aspects of retirement – not just legal and financial but also emotional, and not just viewing it as the end of something but as the start of something else, whether that is a new career or a well-funded and rewarding retirement.

The book is divided into seven chapters. These cover the legal issues from the firm’s perspective and that of the retiring partner, accounting issues, tax, financial planning, the emotional impact of retirement, and the possibility of starting a different career.

All of the chapters are well and clearly written. They use frequent and helpful headings and subheadings (I particularly liked the division of part of one of the legal chapters into ‘key’ and ‘less common’ provisions). They also use bullet points, bold and coloured text, and some boxed text, which make it easy to read and ensures that key points are clear. It is also noteworthy that the font size is large – this is a feature of the series, but it did occur to me that it was appropriate given the target audience (and I speak as one who now needs multiple pairs of glasses for different tasks!). Readers may differ in their views on the amount of ‘white space’ on each page, but it would certainly be useful when adding personal annotations or highlighting.

The editor’s preface explains that the books is designed to be read from beginning to end and therefore cross references are unnecessary, but realistically many readers would also use this book to ‘dip into’ for reference, and cross references would have been useful, particularly given the overlap in subject matter between the two legal chapters, between the accounting, tax and financial planning chapters, and between the chapters on emotional impact, financial planning and other career options. Cross references, and index or a glossary would also have been useful in relation to particular concepts or terms which appear in several chapters (for example, anti-embarrassment clauses) or at different points of a chapter (for example, waiting room clauses).

The preface also notes that the book does not contain all the answers but will prompt the reader to ask important questions and seek relevant advice. However, the breadth of the book is impressive, and although it does not purport to provide depth, the authors’ expertise enables their concise advice to include a remarkable quantity of sound, practical suggestions.

In summary, this is a valuable source of authoritative information presented in an accessible format, not just for law firm partners but for all partners (and indeed anyone contemplating retirement). It will also provide students with useful tips on drafting relevant clauses of LLP or partnership agreements.

New journal on the future of the legal profession

Globe Law and Business has re-launched the journal Modern Lawyer (previously Modern Legal Practice). It publishes short articles from practitioners about the future of the legal profession, and the first issue covers diversity in the profession, retirement, and the role of in-house lawyers. Subscription details are at

Partner Contribution – The Ramifications of External Investment on Traditional Partner Reward Structures

UK law firm CM Murray have made available a recording of their recent panel discussion on ‘Partner Contribution – The Ramifications of External Investment on Traditional Partner Reward Structures’. It is available at:

New article on the use of UK partnerships for criminal purposes

Elspeth Berry, ‘Partnership Law: Used, Misused or Abused?’ (2021) 32(2) European Business Law Review 207-250

This article analyses the increasing use of UK partnerships for criminal purposes, often in other jurisdictions, and argues that the regulatory responses are inadequate, and must be supplemented by a comprehensive ethical framework.

It first argues that partnerships offer substantial benefits for a variety of businesses, but that they also have vulnerabilities which have led to their misuse and even abuse through criminal activities. It then analyses the deficiencies of the regulatory measures designed to tackle the abuses, including requirements to disclose participant identity and accounts, and anti-money laundering and tax evasion measures. Finally, it evaluates the use of a supplementary ethical framework to reduce the abuses, and examines how such a framework could be created. The analysis provides an understanding of the causes and consequences of partnership abuses and of how they can be overcome. 

If you do not have access to the European Business Law Review and would like to read the article, please contact the author at

Book Review: Capitalism before Corporations

Capitalism before Corporations, Andreas Televantos (OUP 2020), 224pp., hardback, ISBN: 9780198870340. Also available as an e-book.

This book considers the ways in which English organisational law facilitated commerce before incorporation became common. It focuses on the period 1790-1822 and is part of the Oxford Legal History series. In particular, it considers the extent to which partnership, trust and agency law developed to reflect the demands of traders and the need to protect third parties and society from the adverse effects of the behaviour of traders.

The book is divided into three broad thematic parts. The first part introduces and analyses partnership and trust structures and their use in the Regency period. Chapter 1 considers the definition of a partnership, and the ease with which a partnership could be dissolved, both of which issues continue to give rise to disputes today. It also considers the use of partnership assets and the ‘jingle rule’ whereby partnership assets are available to partnership creditors in priority to partners’ personal creditors. Although the title of Chapter 2 refers only to trusts, it includes a substantial section on joint stock companies (though labelled ‘The Deed of Settlement Company’) which the author describes as ‘unincorporated partnerships which made use of trusts to emulate some of the benefits of incorporation’, and this section examines the joint antecedents of both modern partnerships and modern companies.

The second part explains the authority of agents and trustees in relation to business assets. Chapter 3 discusses some of the economic theories and economic history underlying the development of agency law generally, and partners as agents in particular. It includes a discussion of the scope of partners’ agency, and the availability of set-off as between principal and third party, including where the principal is undisclosed. Chapter 4 considers in more detail the attitude of the courts to the development of agency law. Chapter 5, though focusing on trustees and executors, draws some interesting parallels between the rights of partnership creditors and those of trust creditors.

The third part discusses business failure and the distribution of risk. Chapter 6 focuses on trusts, but Chapter 7 considers the rules governing the distribution of a bankrupt partnership’s assets. It examines the development of the jingle rule, the priority of third-party creditors over partners in the distribution of partnership assets, the requirement for partners to return assets removed by them from an insolvent partnership, and the rights of creditors against the partners jointly rather than the partnership. Although the chapter title refers to dissolution and bankruptcy, and the early material focusses on bankruptcy, there is also an extensive discussion of the liability issues which arise when a partner leaves a continuing partnership, for both the departing and the continuing partners. While this situation is of course one of partnership dissolution, it is commonly regarded as a ‘partial’ or ‘technical’ dissolution, and very different to the complete dissolution which will occur on bankruptcy.

The substantive material finishes with a concluding chapter, although several of the other chapters also include a concluding section. The book includes an Appendix explaining the use of archival sources, and providing a glossary of terms and an extensive bibliography. There are ample footnotes throughout the chapters, directing the reader to important primary and secondary sources.

The rationale for the division of material between chapters is sometimes a little unclear, and both the chapters and the sections within them are sometimes given titles which do not fully reflect their content, with the result that this is a book to read as a narrative rather than a reference work.

However, it is a thought-provoking text which will be of interest to academics and postgraduate students in partnership law, the law of trusts, or the history of commercial and company law in England.

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:

Partner Lateral Hires – Part 2 of 3: The Partner’s Perspective' (2 March 2021) is available at:

'Partner Lateral Hires – Part 1 of 3: The Hiring Firm’s Perspective' (9 March 2021) is available at: 

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:

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:

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.



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