First judicial decision on LLP salaried member rules

UK law firm Travers Smith has just published a short piece on the recent decision in Bluecrest, the first decision on the salaried member rules applicable to LLp members. It is available at :

https://www.traverssmith.com/knowledge/knowledge-container/tribunal-publishes-first-detailed-decision-on-salaried-members-rules/

Partnership Conference registration now open

Partnership, LLP and LLC Law Conference
Thursday 15th September 2022
Crowne Plaza Hotel, Nottingham (in-person)

Registration has now opened for the 5th Annual Conference of the Partnership, LLP and LLC Law Forum, which 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 related areas such as tax, employment, property, corporate social responsibility etc. We endeavour to be as inclusive and welcoming as possible.

Please register at

5th Annual Conference of the Partnership, LLP and LLC Law Forum | Nottingham Trent University

or contact Elspeth Berry at elspeth.berry@ntu.ac.uk if you have any queries.

For those who have previously attended, we have a slightly smaller venue this year so please don't leave it too late to register!
 

Fifth Annual Conference of the Partnership, LLP and LLC Law Forum - Registration opening soon!

15 September 2022 
Nottingham Trent University, UK

The Partnership, LLP and LLC Law Forum is pleased to host its 5th Annual Conference in conjunction with the Centre for Business and Insolvency Law at Nottingham Law School. 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. 

The following speakers have provisionally confirmed:

• Corinne Staves (Maurice Turnor Garner) – partnership and LLP structures
• Caroline Field (Fox & Partners) - restrictive covenants in a partnership context, with a specific focus on developments in relation to LLPs
• Nic Clarke (HMRC) – partnership/LLP tax developments
• Victoria Griffiths (BEIS) - update on limited partnership and register reform proposal
• Professor Laura Macgregor and Jonathan Hardman (University of Edinburgh) - empirical reflections on LLPs and limited partnerships
• David Leask (investigative journalist) - developments in UK limited partnerships

• Stephen Chan (Harper Macleod) - why are Scottish limited partnerships used in a fund?

It is intended that the Conference will be an in-person event.

Registration will open shortly, and details provided on this website. In the meantime, please contact Elspeth Berry at elspeth.berry@ntu.ac.uk with any queries.

We look forward to meeting you at the Conference!

Proposed reforms to Singapore limited partnership law

Details of the proposals are at:

https://www.acra.gov.sg/legislation/legislative-reform/listing-of-consultation-papers/public-consultation-on-proposed-changes-to-the-limited-partnerships-act

The consultation closed in late 2022 but the responses and next steps have not yet been published.

Book Review: Butler to the World: How Britain became the servant of tycoons, tax dodgers, kleptocrats and criminals


Butler to the World: How Britain became the servant of tycoons, tax dodgers, kleptocrats and criminals, Oliver Bullough (Profile Books 2022), 224pp., hardback, ISBN: 9781788165877. Also available as an e-book and an audiobook.

Forum members who attended the 2021 Conference will already know something of Oliver Bullough’s work; he is a journalist and author who specialises in writing about financial crime, and his previous book, Moneyland, was a Sunday Times bestseller.

In my opinion, ‘Butler to the World’ should be read by anyone with an interest in law, finance, regulation or democracy (which I’d like to think is everyone on this Forum!). It contains a highly readable account of the role of Britain (or at least of the British government and institutions) as an amoral enabler for kleptocrats, profiting from helping them launder not only their money but their reputation. It is a fascinating and eye-opening read, if somewhat depressing, for example his scathing comment that ‘[f]inancial skulduggery isn’t just something that happens in the UK; there has been a concerted and decades long effort to encourage it to do so’. His narrative clearly details the extent of the harms caused by this behaviour, both in the UK (including gambling addiction, loss of tax revenue, and improper levels of political influence) and overseas (in particular, economic deprivation of some of the poorest countries and most marginalised communities).

Bullough takes as his starting point the impact on Britain of the Suez crisis and the end of empire, and its search for a role in that new world. He examines the rise of the City of London and the potentially anti-democratic impact of deregulation and globalisation on the power of national governments. He also looks at Britain’s offshore territories and their role as tax havens and facilitators of opaque businesses and transactions. He carefully critiques the regulatory gaps and deficiencies, and the imbalance between the resources of regulators and prosecutors as compared with wealthy kleptocrats and their advisors, which results in an impression of effective regulatory activity while little of substance is actually done to combat money laundering and other harms. There is also an interesting chapter on private prosecutions, something which has painful resonance in the light of the Post Office’s use of this process to perpetrate miscarriages of justice on a significant number of its sub-post masters and sub-post mistresses. The book concludes with a summary of useful resources (including, should anyone wish to pursue a career as a Jeeves-style actual butler, details of how to embark on that career path!).

In Chapter 6, which is likely to be of particular relevance to Forum members, he examines the financial ‘laundromats’ operated in countries of the former USSR and facilitated by Scottish limited partnerships as well as limited partnerships operating elsewhere in the UK, and UK LLPs. His damning indictment is that ‘Butler Britain exists to help its clients. It has no interest in stopping them from misbehaving when there’s profit in it’. Despite the introduction of the legislation requiring disclosure of people with significant influence (PSCs) over a business (the substantial flaws in which have been pointed out by many commentators, including this reviewer (see ‘Partnership law: Used, Misused or Abused?’ (2021) 32(2) EBLR 208)), little has been done legislatively to remedy the problem. As Bullough pithily puts it, from the point of view of the British government, ‘limited partnerships were an obscure twig on an already pretty unfashionable branch of the law’. He also makes the point, citing Richard Smith (whom Forum members may recall from the 2019 Conference), that SLPs owned by anonymous offshore companies are not isolated examples but, at some points in time, the vast majority of SLPs being registered. And he concludes this chapter by sounding the alarm about the exploitation of the new PFLP vehicle (something on which this reviewer has also written (see ‘Limited partnership law and private equity: an instance of legislative capture?’ (2019) 19(1) JCLS 105).

Bullough does conclude with some limited optimism, making the point that the dislocations caused by Brexit and then Covid have led to Britain questioning its role in the world as it did after Suez and the dismantling of its empire, and that this provides an opportunity for Britain to make ‘a principled decision to take a course of action not because it [is] profitable but because [is] right’.

I’ll certainly raise my half-full glass to that.

 

Amendments to Jersey limited partnership law

Law firm Carey Olsen has published a brief article on forthcoming amendments to Jersey's limited partnership legislation.  They include extensions to the 'safe harbour' list of activities in which a limited partner can participate. It is available at:

https://www.careyolsen.com/briefings/upgrades-jerseys-limited-partnership-law

Very short article on (relatively recent) introduction of LLPs in Pakistan

 

Law firm Axis Chambers have published a short note on the LLP legislation enacted in Pakistan in 2017 and 2018l. It is available at:

https://axislaw.pk/news/62486221f33923001711ff1b

5th Annual Partnership Forum Conference - save the date

We have pencilled in Thursday 15th September 2022 for this year's Conference in Nottingham, but will confirm once speakers have confirmed. We are in the process of drawing up the programme, and a Call for Papers will be sent shortly (so please get your thinking caps on if you are interested in presenting!). As always, we welcome papers on all aspects of partnership/LLP law and practice, or other alternative business organisations, from academics, practitioners, journalists, policymakers and students (to name but a few).

We are hoping to have a paper from representatives of HMRC so you if you have a particular interest in partnership/LLP tax and would like to suggest specific topics that you'd like to see covered, please contact Elspeth Berry at elspeth.berry@ntu.ac.uk

Interesting Canadian case on fiduciary duties in LLPs

Canadian law firm McMillan has published a short note on a recent Canadian case on fiduciary duties in LLPs.  It is available at:

https://mcmillan.ca/insights/fiduciary-duties-in-corporate-transactions-expansion-of-directors-duties-to-limited-partnerships-liability-of-knowing-third-party-assistants/

The judgment itself is available at:

https://www.canlii.org/en/on/onca/doc/2021/2021onca853/2021onca853.pdf

New UK partnership and tax text just published

Damien Crossley & Mark Baldwin have just published Taxation of Partnerships and LLPs (Sweet & Maxwell 2021), which provides a detailed and important discussion of the law in this area. Further details of the book, which is available in hardback or as an ebook, are available at: https://www.sweetandmaxwell.co.uk/Product/Partnerships/Taxation-of-Investment-and-Trading-Partnerships-and-LLPs/eBook-ProView/42960097

Forum members may recall that Mark presented a paper on partnership/LLP tax at the Annual Conference of the Partnership Forum in 2021.

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