There is a useful article on Lexology by Cocalis & Partners summarising different types of partnerships and other business vehicles in Greece.
The article is titled ‘Commercial corporate entities: a brief outline’ and is at https://www.lexology.com/library/detail.aspx?g=a6e27739-9321-47fa-bfa7-bfcac22f843d&l=8JG74F4
(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)
See:
Lin Lin, 'Private Equity Investor Protection: Conceptualizing Duties of General Partners In China' (2018) 15(1) Berkeley Business Law Journal 43-91
Update on proposed legislative changes to the Irish Investment Limited Partnership by the Investment Limited Partnerships (Amendment) Bill 2019 available at: https://www.williamfry.com/newsandinsights/publications-article/2019/06/26/upgrade-of-irish-investment-limited-partnership-product
The text of the Bill itself, and a summary of its legislative progress, is available at: https://www.oireachtas.ie/en/bills/bill/2019/42/
Riley v Reddish LLP, 7 June 2019, unreported
The appellant had been a member of an LLP which had acquired shares in a company. He was sued by the seller of the shares for the purchase price of £1.3 million. The court held that the LLP was liable for the purchase price, but it went into liquidation and was unable to pay. The LLP then sued and obtained judgment against the appellant for the purchase price. The appellant’s claim to have his judgment set aside on the grounds that he had refused service of the claim form and the particulars of claim was rejected.
On appeal, the court held that although the LLP had alleged that the appellant was a director who had breached his duties under the Companies Act 2006, LLPs did not owe fiduciary duties under that Act, and directors’ duties could not be transposed on to LLP members. Whether an LLP member owed duties depended on his role in the LLP affairs (see further F&C Alternative Investments v Barthelemy [2011] EWHC 1731 (Ch)). Here there was no evidence of any agreement about his role, and it was therefore not possible to establish that he was in breach of duty. Since there was a reasonable prospect that he would be able to defend the claim, the court exercised its discretion under the Civil Procedure Rules (CPR) r.13.3 to allow the appeal and set aside the judgment against him. The court noted that refusing the appeal would have meant imposing a substantial liability on the appellant as punishment for refusing to accept service of documents, which would be disproportionate.
In the context of reforms to Belgian company law, the law firm Sirius Legal has provided a brief summary of Belgian partnership law, available at https://siriuslegaladvocaten.be/en/new-company-law-is-it-useful-to-convert-your-partnership-vof-or-gcv-to-a-private-limited-company/.
Tarloch Singh Badyal v Malkat Singh Badyal and Santokh Singh Badyal [2019] EWHC 467 (Ch)
This judgment was given in the course of ongoing proceedings between three brothers who were partners. In earlier proceedings, the English court had ordered the partnership to be wound up, and accounts and inquiries to be conducted, and declared two UK properties, four Indian companies and an Indian property development to be either partnership assets or held by the claimant on trust for all three partners in equal shares, and that the claimant must account to the defendants for his dealings with these assets as a fiduciary. The court had also declared that a further property was a partnership asset or held by the second defendant on trust for all of them. Subsequently, an Indian court ruled that the three partners should not seek enforcement of the English judgment, insofar as it related to Indian assets, without leave of the Indian court.
In this judgment, the English High Court ruled that although it should avoid making an order requiring any of the defendants to act in breach of the Indian Order, that Order did not prohibit the enforcement of orders for disclosure or the taking of accounts and inquiries, or of in personam orders against the claimant so long as those orders did not require him to dispose of, or alter rights in, Indian property or company shares. However, the Indian Order did not relate to one of the two companies in respect of which the defendants sought an order for the transfer of shares and, in the absence of anything in that company’s articles permitting it to refuse to register the share transfer already ordered by the English court, this transfer should be made. In relation to the other company, the court gave the defendants liberty to apply for a further order if the Indian court, before which proceedings were still ongoing, revoked or varied the Indian Order.
The court noted that since sales were taking place of the Indian property development, there was a clear risk of dissipation of assets in which the defendants owned equal shares with the claimant. The claimant had failed to give prior notification of sales to the defendants, as previously ordered by the English court, and therefore the court ordered the scheme which the claimant himself had previously proposed, whereby a court order would be required to authorise a sale if the partners could not agree on a valuation. Although this might result in delays in the sales, it was required in order to reasonably protect the defendants, and as it only operated as an order in personam against the claimant, it did not breach the Indian Order.
Since the claimant had failed to provide adequate information and disclosure, the court made the more specific and targeted order sought by the defendants as to what information and disclosure was required.
The court declined to order the sale of the property registered in the name of the second defendant, pending further information about the values of all the UK and Indian assets, and decisions as to which properties should be sold and which distributed in specie, and how the proceeds of sale were to be distributed.
Sadie Ville Pty v Deloitte Touche Tohmatsu (A Firm) (No 3) [2018] FCA 1107, 357 ALR 695, 128 ACSR 625 (available free online at http://www.austlii.edu.au)
The defendant firm was sued in respect of losses alleged to have been sustained from share purchases made in reliance on representations made by it as the company’s auditor. As a matter of procedure, the Federal Court Rules 2011, r 9.41(2) permit proceedings to be brought in the partnership name against two or more persons claimed to be liable as partners, but the proceedings are in fact brought against all of the partners. (The position under the UK’s Civil Procedure Rules 1998, r 5.A3, is similar).
The court held that natural persons - including partners - could claim privilege against self incrimination and privilege from exposure to civil penalties, but legal persons such as companies (and thus corporate partners) could not. However, there must be a real and appreciable risk of prosecution or penalty proceedings, and only a person exposed to that risk could invoke the privileges; as a general rule, they could not do so merely because another person would thereby tend to be incriminated. Therefore, only those partners in the firm who were alleged to be involved in the wrongdoing could claim privilege.
The uninvolved partners appealed unsuccessfully against this ruling in Sadie Ville Pty v Deloitte Touche Tohmatsu (A Firm) (No 5) [2018] FCA 2066.
It is understood that the defendant firm has applied for leave to appeal and, if successful, the hearing has been set down for 6 May 2019 (see further Shanta Martin, ‘The Hastie Class Action: the Privileges of Partnership?’ CommBar Matters Blog, available at http://www.commbarmatters.com.au/2019/03/08/the-hastie-class-action-the-privileges-of-partnership/).
On the position in relation to the privilege against self-incrimination in the UK, see further Elspeth Berry, ‘The Zone of Interaction between Partnerships, LLPs and Human Rights in United Kingdom Law’ (2011) EHRLR 11(3): 503, 511-513.
New partnership audit rules came into force in the US in 2018. Katten Muchin Rosenman LLP has published a number of brief updates outlining the new rules and the possibilities of for smaller partnerships to opt out of them, available at:
New Partnership Audit Regime Set to Take Effect in 2018 Proactive Planning Recommended
Are You Ready for the New Partnership Audit Regime
Electing Out of the New Partnership Rules
Robert Alan Liddle and others v Stuart David Liddle and others [2019] EWCA Civ 346
This case involved a dispute over the purchase of the shares of the respondents, who were the outgoing partners of a family partnership, by the appellants, who were the continuing partners. The partnership agreement provided that the purchase price was to be the net value of the partner’s share as shown in the accounts, that it was to paid in instalments according to a specified timetable, and that the balance would become payable if any payment was in arrears for more than 21 days.
The Court of Appeal reversed the rather curious ruling of the High Court that the appellants were obliged to make payments under this clause even before the purchase prices had been ascertained, and held that no sum was payable until the prices were ascertained. However, it rejected the appellants’ argument that the purchase prices were not ascertained when the accounts were produced, but only when the appellants accepted them, not least because the contrary ruling would allow the paying partners to effectively delay payment by refusing to agree obviously correct accounts. As a result, the court also rejected the appellants’ argument that they were not in default of their payments; they had not made the correct payments within 21 days of the prices being ascertained, and the balance had therefore become due.
The Law of Limited Liability Partnerships, John Whittaker and John Machell QC (4th edn, Bloomsbury Professional 2016), 688pp., hardback, ISBN: 9781784510763
526504852. Also available as a PDF ebook ISBN 9781784510787 and an EPUB ebook ISBN 9781784510770.
Although this edition is not a particularly recent publication, this review is intended to draw reader’s attention to a key text in the important area of LLP law in the UK which might otherwise be missed by overseas readers or those new to this area of practice or study. It is one of two leading texts on UK LLPs, the other being Palmer’s Limited Liability Partnership Law (reviewed elsewhere on this website).
This book is multi-authored and the wealth of practical experience and expertise of its authors is reflected in a book which continues to be a comprehensive and authoritative source of reference on all aspects of LLP law. John Machell QC, the General Editor of this edition, is a senior barrister focussing on commercial law including partnerships and LLPs, and John Whittaker, the Consultant Editor, is a retired barrister. Suzanne Foster, Clare Murray and Bettina Bender, who are all experienced solicitors specialising in partnership and employment law, contributed the chapter on discrimination and whistleblower protection. Colin Ives, a senior partner in a leading firm of accountants, contributed the chapter on taxation. John Goodhall, a partner in a leading City firm who specialises in asset management and financial regulation, contributed the chapter on Financial Services Regulation.
This 4th edition has increased in length but the basic structure remains the same as the 3rd edition, with a detailed consideration of the law relating to all aspects of a partnership’s life from formation to winding up. In addition to the separately authored chapters referred to above, it includes chapters on incorporation, post incorporation formalities, the practical and legal issues arising on conversion from a partnership, and the nature of the LLP as a corporate entity. There are several chapters on aspects of membership, including shadow and de facto members and - albeit briefly as the book predates the introduction of the People with Significant Control (PSC) Register for LLPs – PSCs, covering employment and worker status, designated members, members’ duties and rights (including derivative claims but not unfair prejudice, which is covered separately), decisionmaking, and the cessation of membership. There are two separate chapters on LLP agreements, helpfully covering both general issues such as execution, rescission, repudiation and remedies for breach, and the suggested contents of an agreement. There are several chapters on financial issues including charges and debentures, funding and profits and losses, and two chapters on accounts and audit. There are also two separate chapters on the LLP and the outside world, and the member and the outside world, which both deal with aspects of agency and liability. Insolvency and winding up are covered in detail in nine chapters, with further chapters on arrangements and reconstructions, disqualification, and striking off together with the separate topic of investigations. There is also a brief but interesting chapter on LLPs in other jurisdictions, and a separate chapter combining a section on dealing with overseas LLPs with a brief section on jurisdiction in relation to UK LLPs with foreign connections (although an equally brief section on the applicable law is not found here but in one of the chapters on LLP agreements). The Appendices include the full text of the Limited Liability Partnerships Act 2000 and the Limited Liability Partnerships Regulations 2001, though not – unsurprisingly given their length – the Limited Liability Partnerships Regulations 2009.
The text is highly readable. As the above summary indicates, the reader needs to be aware that some closely related material is contained in separate chapters. However, there are plenty of cross references, and the use of numbered paragraphs and chapter subheadings, as well as the detailed contents list and index, assists in ensuring that all relevant material can be located by the reader. There are substantial footnotes directing the reader to relevant primary sources, and often providing considerable further information. It would be helpful for the academic audience if there were a few more references to academic commentary but, in fairness, this is a text aimed at legal practitioners and LLP law is an area where there are relatively few academic publications.
This 4th edition has been updated to include new chapters on employment and worker status, and on discrimination and whistleblower protection, reflecting the significant decisions in this area since the 3rd edition in 2009, particularly Tiffin v Lester Aldridge LLP, Bates van Winkelhof v Clyde & Co LLP (discussed in the review of Lindley & Banks on Partnership posted earlier on this website) and Reinhard v Ondra LLP. It also contains commentary on leading judgments in other areas including Flanagan v Liontrust Investment Partners LLP (discussed in the review of Palmer’s Limited Liability Partnership Law on this website), the lengthy judgment in F&C Alternative Investments (Holdings) Limited v Barthelemy and others on members' duties, and Inversiones Frieira SL v Colyzeo Investors II LP (discussed in the review of Lindley & Banks) and Hilton v D IV LLP on members' rights to information.
This edition therefore remains an essential reference text for practitioners in this area of law, and also for academics and postgraduate students. Given the close relationship of LLPs to general and limited partnerships in many respects, and to limited companies in many other respects, the commentary in this book will also be of interest to practitioners and researchers in those areas.