The second annual conference of the Forum, which was supported by CIBL (the Centre for Business and Insolvency Law) and Nottingham Law School, attracted over thirty registered delegates including academics from the UK and overseas, solicitors, barristers, representatives of HMRC and publishers, and students. It is an integral part of the Forum's mission.
The opening address was given by the Hon. Mr Justice Twomey, judge of the Irish High Court and formerly a specialist partnership lawyer and lecturer. He discussed a number of areas of difference between Irish and UK LLPs, in particular the restriction of Irish LLPs to law firms, and the absence of disclosure requirements cf UK LLPs which have to disclose accounts and other information. He concluded by highlighting a number of interesting and entertaining cases, including those involving the Beatles, Apple, and the Smiths.
The keynote speaker was Professor David Milman (Lancaster University), who examined the importation of partnership principles of good faith, based on equity, into company law through the judicial construct of the 'quasi partnership'. He noted the usefulness of this approach to litigants seeking to bring an unfair prejudice petition under s994 of the Companies Act 2006, but also the reluctance of the courts to import such principles, particularly where (as is increasingly common) there are shareholder agreements or other company documents to which those principles would be contrary.
In the insolvency session, Elspeth Berry (Reader in Law, Nottingham Trent University) and Professor Rebecca Parry (Nottingham Trent University) discussed the difficulties of adapting corporate insolvency legislation to partnerships and LLP, given the very significant differences between companies and partnerships and, to a lesser extent, between companies and LLPs. Elspeth suggested that the result was that the insolvent partnership legislation governing winding up and joint bankruptcy was unfit for purpose and should be repealed, given that the Partnership Act enables informal winding up and partners have personal liability for partnership debts in any event. In contrast, insolvent LLP legislation should be retained (albeit with considerable revisions) in order to protect creditors. In a separate paper, Professor Parry discussed the corporate insolvency reforms recently proposed by the government, and whether they would shift the balance of power in an insolvency, including through an increased role for directors and a reduced role for insolvency practitioners.
In the practitioner session, Jeremy Callman (Barrister, Ten Old Square, Lincolns Inn, London) discussed issues arising on partners and LLP member exits, including the differences between expulsion and compulsory retirement, and their legal requirements and tactical advantages and disadvantages. He also considered the impact of the Braganza judgment, which potentially introduces a Wednesbury-style unreasonableness test into judicial examination of partnership and LLP decision making, both in terms of the procedure followed to reach a decision, and the nature of that decision. Stephen Chan (Partner, Harper Macleod LLP, Edinburgh) then presented an examination of the key differences between Scottish and English partnerships, noting that the separate legal personality of Scottish partnerships may not be continuing legal personality but that the concept of "contracts with the house" may overcome the lack of perpetual succession. He also outlined the very different insolvency procedures applicable to Scottish partnerships, and discussed the transmission presumption whereby if a new firm takes over the business of an old firm and certain conditions are met, it will take over the liabilities of the old firm.
In the penultimate session, Gary Wilson (Reader in Law, Nottingham Trent University) examined the predecessor to the Partnership Act 1890, Bovill's Act 1865, and the confusion surrounding its enactment. He noted that there was confusion both as to whether the Act conferred limited liability on partners (something which in fact only arose as a result of the Limited Partnerships Act 1907); and as to whether a change in the law was intended, given that although Bovill's Act provided that a lender who received in return a share of profits did not automatically thereby become a partner (as the Partnership Act now provides), the House of Lords in 1860 had already decided much the same in Cox v Hickman.
In the final session, delegates were treated to a change of focus with a paper by Richard Smith (freelance journalist with expertise in investigating limited partnerships for media outlets including the BBC and the Scottish Herald). He explained the abuse of partnerships, and LLPs, in bank fraud and various 'laundromat' money laundering scandals across Europe. He noted that recent legislation requiring Scottish limited partnerships to publish details of Persons with Significant Control (PSC) over them had led to an increase in the abuse of English and Northern Irish partnerships. Finally, he outlined the proposals put forward by the government in December 2018 to tackle these problems, noting that they were likely to be ineffective because they did not address the problems of minimal disclosure of information about firms or partners, or the under-resourcing of Companies House and HMRC.
The round table discussion which concluded the event considered:
- It was essential to have a regular Conference.The website alone was not an adequate substitute for academics and practitioners being able to meet and discuss relevant issues.
- The Conference should take place annually or at least 18-monthly, but two-yearly would be better than nothing.
- The Conference should focus on partnerships, LLPs and (US-style) LLCs and any similar types of business organisation, as that is its unique selling point - whereas there are many other general business-or company-themed conferences.
- The Conference should continue to include practitioner speakers.
- The ideal would be 6 papers, split equally between academics and practitioners.
- Other possible speakers or delegates who should be contacted included partnership tax advisers, partnership accountants and partnership mediators.
- The Association of Partnership Practitioners(APP) should be approached to see if it would be interested in participating in a joint conference, in order to increase practitioner participation.
- Other possible sponsors who could be approached included publishers, specialist law firms or accountants, or local law firms.
- September was identified as another possible time of year to hold the conference(eg September 2020) if Easter or Christmas was not possible(and might be more attractive than a winter conference given daylight hours, weather and the timing of the CPD year for Scottish solicitors). NB Conference feedback forms indicated that for some, Christmas was a good time for the conference due to being less busy at work, particularly cf Easter.
Links to presentation slides
Twomey on Partnership, Michael Twomey, Maedhbh Clancy (ed) (2nd edn, Bloomsbury Professional 2019), 1200pp., hardback, ISBN: 9781526504852. Due to be available in various e-book formats from early April.
The long anticipated second edition of this text, published 19 years after the first, continues to be the only book on Irish partnership law. That alone would make it significant but, more importantly, the author (currently a High Court judge) brings to bear his extensive experience as a solicitor practising solely in partnership law, and also as an academic, to produce a comprehensive, detailed and authoritative text. The new edition also benefits from the editorship of a senior solicitor with expertise in partnership law.
Irish partnership law is based on the UK’s Partnership Act 1890 and Limited Partnerships Act 1907 (without the later changes to these Acts made by the UK, particularly the introduction of private fund limited partnerships (PFLPs)), but with the addition of investment limited partnerships (ILPs) under the Investment Limited Partnerships Act 1994 and now limited liability partnerships (LLPs), ‘legal partnerships’ and multi-disciplinary partnerships (MDPs) under the Legal Services Regulation Act 2015. Unsurprisingly, therefore, this book contains ample reference to UK jurisprudence, which will assist those familiar with UK law to draw comparisons. Further, the text notes that ‘there is arguably no other branch of law which is so similar north and south of the border’ and therefore that decisions of the Northern Irish courts should be treated as being of ‘a strongly persuasive nature’ in Ireland and vice versa, and so the book will be of interest not only to partnership lawyers and academics in Ireland, but to those in Northern Ireland and the rest of the UK. That said, it must be remembered that there are differences; for example the twenty-partner limit (subject to exceptions for some professions) which was abolished in the UK in 2002 still applies in Ireland, and Irish partnerships can only be wound up under the companies legislation if there are eight or more partners (whereas this apparently arbitrary limit only affects UK partnerships to the extent that leave of the court is required for smaller partnerships to petition for winding up without concurrent petitions against the partners).
The basic structure of the second edition is the same as the first. It is divided into five broad thematic parts, each containing chapters on one of those themes. The Nature of a Partnership includes a detailed account of the definition and characteristics of a partnership, including a useful examination of the circumstances in which a partnership is treated in law or commercially as a separate entity, the capacity to be a partner, and types of partners and partnerships (including a section on ‘quasi-partnership’ companies). Relations Between Partners and Third Parties explains both liability issues and litigation, and Relations between Partners Inter Se discusses management and financial rights, fiduciary duties, property, capital, goodwill and litigation (though not alternative dispute resolution), and includes an interesting chapter on the difficult issues concerning the nature of shares in a partnership and dealing with them. It also includes a detailed chapter explaining the recommended contents of a partnership agreement and – unusually – a chapter on competition law as it applies in particular to a partnership agreement or on the sale of a partnership. Dissolution of Partnerships includes chapters on judicial and non-judicial dissolution and winding up, and a chapter on bankruptcy (which also includes the winding up of certain partnerships under the companies legislation. Finally, Limited Partnerships includes chapters on limited partnerships and ILPs. It also includes a new chapter on the three new types of partnership: LLPs, ‘legal partnerships’ and MDPs. However, this edition no longer includes appendices containing the key pieces of partnership legislation, which were included in the first edition.
This edition has been fully updated to include key Irish cases since 2000 including McAleenan v AIG, Quigley v Harris, and Cronin v Kehoe as well as cases from the UK.
McAleenan v AIG [2010] IEHC 128 concerned the disputed partner/employee status of the claimant, who worked for a firm of solicitors which had a sole principal. In holding that she was not a partner, despite her having indicated that she was a partner to the Law Society of Ireland and on her practising certificate applications, the insurance proposal referring to two partners, and her name being included on the firm’s notepaper, the court approved the UK authority of Stekel v Ellice that it was the substance of the relationship rather than the label which was important. The court was influenced by the fact that she had joined the firm as an employee and had remained subject to PAYE (the ‘pay as you earn’ method of taxation applicable to employees), the parties had discussed but never reached agreement on the terms of a partnership between them, when the business name of the firm was changed it was registered to the principal not a partnership, the claimant was given a P45 (a tax document issued by employers to employees when the employment ends) when she left the firm, and the firm’s bank account remained in the sole name of its principal.
In Quigley v Harris [2008] IEHC 43 the question arose whether a partner in a limited partnership formed under the law of the Cook Islands was entitled to the tax relief which Irish legislation awarded to a limited partner, defined as including ‘a person who carries on the trade as a general partner in the partnership otherwise than as an active partner’. The court held that since his liability was not unlimited under the law of the Cook Islands, he could not be a ‘general partner’, as the defining feature of that status was unlimited liability. He was therefore not entitled to the tax relief in question.
Cronin v Kehoe [2012] IEHC 373 concerned the winding up of a partnership which had dissolved prior to the expiry of its five-year fixed term, on the death of one of the two partners, Cronin. Section 42(1) of the Partnership Act 1890 provided that in the absence of a settlement, a partner’s estate was entitled to the share of post-dissolution profits attributable to the use of his share of the partnerships assets, or to 5% interest on that share. The court held that since Cronin had brought no assets into the partnership, his estate’s claim under s42 failed. However, Cronin had agreed to pay Kehoe in instalments for the goodwill which Kehoe had brought into the partnership, and the court held that the balance unpaid at Cronin’s death remained payable by his estate to Kehoe’s estate (Kehoe himself having died by the time these proceedings arose) because Cronin had agreed to pay the full premium in return for admission to the partnership, and Kehoe had not agreed to forego any part of it in the event of early dissolution caused by Cronin’s death. The court also noted that although s40 of the Partnership Act 1890 did not apply here, because it only enabled the court to order repayment of a premium where the partnership was dissolved before expiration of its fixed term otherwise than by the death of the paying partner, the result of s40 was that a deceased partner’s estate could not claim repayment of the premium, and it was therefore logical that any unpaid premium remained due from such an estate.
This edition also reflects the enactment of the Companies Act 2014, under which certain partnerships can be wound up, and the Legal Services Regulation Act 2015, as well as discussing the proposed changes to the Investment Limited Partnerships Act 1994.
The Legal Services Regulation Act 2015 provides for the introduction of an Irish LLP which is very different to a UK or US LLP, because its members must all be solicitors or barristers. Readers may recall that although the UK LLP was originally intended to be available only to members of the professions - though never only to lawyers, the legislation as enacted made it available for the carrying on of any lawful business. The 2015 Act also provides for a ‘legal partnership’, which is a partnership between barristers, or between barristers and solicitors; and for an MDP, which is a partnership between lawyers (barristers or solicitors) and non-lawyers. These provisions have not yet come into force.
The ILP, a limited partnership whose business is the investment of its funds in property and which is supervised by the Central Bank of Ireland as an alternative investment fund (AIF) within the Irish legal framework for AIFs as derived from EU law, has not been particularly successful, with only seven ILPs currently registered. However, the Irish government has drafted the Investment Limited Partnership and Irish Collective Asset-management Vehicle (Amendment) Bill 2017 to align the ILP with EU Directive 2011/61 on alternative investment fund managers and to enhance Ireland’s attractiveness to funds. As yet this has been drafted only in principle rather in detail.
This edition also contains a brief explanation of registered family partnerships and registered family succession partnerships, which were introduced in 2015. These enable general partnerships which are used for farming businesses and meet certain other criteria to be registered with the Ministry of Agriculture, Food and Marine, and they then receive various financial incentives.
The book is highly readable, being clearly written throughout. The frequent use of chapter subheadings is very helpful, as is the clarity of those subheadings (for example ‘Salaried Partners Have the Worst of Both Worlds’, ‘Goodwill can be Partnership Property if Excluded from Accounts’, and ‘Most of the 2015 Act has not yet been Commenced’). Together with the detailed contents list and index, these aid the location of particular material by the reader. There are comprehensive footnotes directing the reader to relevant primary sources, and often providing further information, although greater use of cross references to discussion of material elsewhere in the book would be useful. There are some references to academic commentary, and although it would be helpful for an academic audience if there were more, in fairness this is a text aimed primarily at legal practitioners.
In summary, this is not only an essential reference text for all Irish partnership practitioners and academics, but a valuable and recommended resource for their counterparts in the UK.
Dakshu Patel v Kesha Patel [2019] EWHC 298 (Ch)
This case involved a challenge to an arbitrator’s award in relation to the profit shares in two partnerships which each had the same two partners. The arbitrator had found that although both partnership agreements provided for the two partners to share profits and losses equally, one agreement had been varied by a course of conduct, and the other had been varied by agreement, with the result that the defendant was entitled to 100% and 65% of the profits respectively.
The court upheld the claimant’s challenge. As to the alleged variation by agreement of the terms of one partnership, there was insufficient evidence that the claimant had offered to vary the agreement. As to the variation of the terms of other by a course of conduct, s19 of the Partnership Act 1890, which provided for a partnership agreement to be varied by unanimous consent either express or inferred from a course of dealing, required the parties to have reached a consensus. Thus, for conduct to have resulted in an agreed variation, it would need objectively to be capable of unambiguous interpretation as evincing an intention to vary the terms which was then acceded to (see, for example, Joyce v Morrisey [1999] EMLR 233 and Hodson v Hodson [2010] PNLR 8). Although the claimant had instructed the accountant that the defendant was to receive 100% of the profits of the partnership for two years, and had signed the accounts, this merely meant that he had waived his share in two accounting periods and could not objectively be interpreted as him giving up his rights to share in profits for any longer period. Indeed, the partnership agreement expressly provided that failure or delay by a partner in enforcing a term would not affect his right to enforce it later, and that any variation of the agreement must be in writing and executed as a deed. The court noted that even if the conduct could have given rise to a variation, consideration would have been required (Joyce v Morrissey), for example in the form of an agreement not to terminate the existing partnership if new terms were agreed.
There is an interesting article on Lexology by CMS Germany ‘Law passed to prepare UK limited companies in Germany for possible Hard Brexit’. It refers to the possibility of UK limited companies being treated as partnerships in Germany (and members therefore being at risk of personal liability) in the event of a no-deal or ‘hard’ Brexit – because in that event they would cease to have the freedom of establishment in other EU Member States under EU law. In response, a new German law has been passed to make it easier for UK companies to become German legal entities and thus to continue to trade in Germany with limited liability for members.
The article is at https://www.lexology.com/library/detail.aspx?g=4414b9ad-a0db-4720-8c14-0afe1534f8dd&utm_source=lexology+daily+newsfeed&utm_medium=html+email+-+body+-+general+section&utm_campaign=lexology+subscriber+daily+feed&utm_content=lexology+daily+newsfeed+2019-01-14&utm_term
(if you need to subscribe to Lexology to access it, it is free do do so - see further https://www.lexology.com/account/rss)
Limited Liability Companies (Jersey) Law 2018
Jersey has introduced a new LLC form which, like a Jersey LLP, has separate legal personality but no corporate personality. LLCs are common in the US and the new vehicle is apparently intended to attract US business, investors and fund managers to a familiar vehicle. The Limited Liability Companies (Jersey) Law 2018 - which is not yet in force but is expected to come into force during 2019 - is available at: https://www.jerseylaw.je/laws/enacted/Pages/L-32-2018.aspx
Limited Liability Partnerships (Jersey) Law 2017
Jersey has also revised its LLP legislation (previously the Limited Liability Partnerships (Jersey) Law 1997 (https://www.jerseylaw.je/laws/revised/Pages/13.475.aspx#_Toc466280384), which provided impetus for the UK itself to introduce LLPs in 2000). All existing Jersey LLPs are now governed by the Limited Liability Partnerships (Jersey) Law 2017 (which came into force in August 2018). The revisions include:
- removing the requirement that members must contribute skill and effort to the business (so it is clear that an LLP can be used as an investment vehicle) and replacing it with a requirement that members must contribute either skill and effort or capital;
- allowing assignment of a member's interest (if permitted by the LLP agreement);
- replacing the requirement to have at least two designated members who have additional responsibilities in relation to statutory filing requirements with a requirement to have an LLP secretary.
The Limited Liability Partnerships (Jersey) Law 2017 is available at: https://www.jerseylaw.je/laws/enacted/Pages/L-02-2017.aspx
There are also new LLP Regulations concerning dissolution and insolvency at: https://www.jerseylaw.je/laws/enacted/Pages/RO-076-2018.aspx
As I have previously discussed with colleagues, it can be difficult to find information on numbers of partnerships and other UK businesses. The main source is the Business Population Estimates, which is published annually - latest edition at https://www.gov.uk/government/statistics/business-population-estimates-2018 - and information on methodology at https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/746602/OFFICIAL_SENSITIVE_-_BPE_2018_-_methodology_note_FINAL_FINAL.pdf
The House of Commons Library has now published a useful statistical analysis at: http://researchbriefings.files.parliament.uk/documents/SN06152/SN06152.pdf
The UK government's response to the consultation on the Reform of Limited Partnerships has been published at https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/762849/government-response-limited-partnerships.pdf
The consultation resulted from concerns that limited partnerships in the UK and in particular in Scotland (where partnerships have legal personality, which they do not in England and Wales or Northern Ireland) were being used to facilitate international money laundering and other illegal activities.
The government now proposes the following:
* applicants to register LPs must demonstrate that they are registered with an anti-money laundering (AML) supervisory body, and applications from overseas will be subject to equivalent standards - although the government is still considering how this might be achieved.
* LPs will need to demonstrate an ongoing link with the UK in the form of a principal place of business in the UK, a legitimate business activity in the UK, or continuing engagement with a UK AML supervisory body.
* all UK LPs will have to file an annual confirmation statement (rather than, as at present, only certain Scottish partnerships). This will include additional information not currently required to be registered, such as the date of birth and nationality of all partners.
* the Registrar will be given power to strike off LPs which have dissolved or are not carrying on business.
It is not clear whether the government intends to apply to the requirement to register Persons with Significant Control (PSC) over the partnership to all LPs (rather than, as at present, only certain Scottish partnerships).
The government has rejected the possibility of all partnerships having to file accounts (rather than, as at present, only those whose general partners are all either limited companies or unlimited companies/Scottish partnerships whose members are all limited companies).
The response states that the government will legislate "when Parliamentary time allows" - but when that will be is anyone's guess, given the ongoing Brexit shenanigans
(with apologies for the delay!)
Palmer’s Limited Liability Partnership Law, Geoffrey Morse, Paul Davies, Ian Fletcher, David Milman, Richard Morris, David Bennett and Peter Bailey (eds) (3rd edn, Sweet & Maxwell 2017), 1294pp., hardback, ISBN: 9780414056947.
The editorial team for this book reads as a ‘Who’s Who’ of the partnership and LLP law world, and provides a guarantee that the text will be both authoritative and comprehensive.
In 2011, when the previous edition of this book was published, LLPs had only been available in the UK for ten years, and there had been a relatively slow take-up of the entity during its earliest years. However, by the time of this new edition, the entity had almost doubled in age and vastly increased in number, resulting in a considerable increase in the number of cases coming before the courts and consequent development of the law governing LLPs. The expanding nature of the subject is, unsurprisingly, mirrored in an increase in the size and coverage of this volume. It is not available as an e-book despite the availability in that format of its chief competitor, Whittaker and Machell’s The Law of Limited Liability Partnerships.
The basic structure of the book remains the same as in the previous edition. The first part, accounting for approximately one-third of the total book, consists of a detailed explanation of the law relating to all elements of an LLP’s life, from formation to winding up and insolvency, including chapters on the nature of the LLP, public disclosure, accounting and auditing requirements, the relationships between LLPs and their members and between LLPs and outsiders, minority protection of LLP members and exit procedures, borrowing and security, arrangements and reconstructions, and insolvency and disqualification. However, more of the subheadings within the chapters are now included in the Contents list, which is helpful when it comes to locating material, although the use of paragraph numbers rather than page numbers can slow down the process of locating material.
The second part of the book continues to include the key pieces of LLP legislation, now updated to include the various statutory instruments which have been adopted since the previous edition, including the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.
More notably, the third and fourth parts of the book set out versions of the key corporate statutes (including the Insolvency Act 1986) which have been amended by the editors to reflect the modifications to, and omissions from, those statutes made by the LLP legislation. These versions thus show how the corporate statutes apply to LLPs. As the editors rightly note, these resources ‘are of course a substitute for what a first world government ought to provide itself for its people’ – but given that the UK government has failed to provide them, their provision in this book is valuable, particularly given the difficulties encountered by anyone attempting to comprehend the law by cross referring between the corporate statutes and the modifications and omissions listed in the LLP legislation.
Other new material includes discussion of a number of significant judgments, including F & C Alternative Investments (Holdings) Ltd v Barthelemy [2011] EWHC 1731, in which the court held that LLP members did not, merely by virtue of that status, owe fiduciary duties to the LLP; Clyde & Co LLP and another v Bates van Winkelhof v [2014] UKSC 32, Tiffin v Lester Aldridge [2012] EWCA Civ 35 and Reinhard v Ondra LLP and others [2015] EWHC 26 (Ch) in which the courts battled with the difficult question of whether an LLP member could also be a ‘worker’ for the purposes of employment protection legislation; and Flanagan v Liontrust Investment Partners LLP [2017] EWCA Civ 985 in which the court held that, just as the doctrine of repudiatory breach does not apply to a partnership agreement, it does not apply to an LLP agreement, so that a purported acceptance of such a breach is of no legal effect and does not terminate the LLP agreement.
The book is clearly written – no mean feat given the extensive and somewhat indigestible statutory material underlying much of the subject. The footnotes are thorough, and include helpful cross references as well as extensive references to further sources of legal commentary, which will be of particular use to academics and postgraduate students.
In summary, this book continues to provide one of the few comprehensive sources of reference on LLP law. As noted above, this is a developing area of law, and one which will only become more important in the future, not only to LLPs members, their advisors, and commentators on this area of law, but also, given the interaction of LLP law with partnership and company law, to their partnership and company counterparts. It is thus recommended for all those advising on or studying any of these areas of law.
A Practical Guide to Partnership Law in Scotland, Stephen Chan (W Green 2018), 250pp, hardback, ISBN: 9780414059771
This new text, authored by a senior Scottish solicitor with extensive experience in partnership law, is unique in providing a thorough explanation of the law relating to Scottish partnerships and LLPs in the 21st century.
Although the key governing statutes apply to both English and Scottish firms, the Partnership Act 1890 makes a number of distinctions between English and Scottish partnerships (in relation to legal personality (s4(2)), partner liability (s9), partnership property (s20(2) and (3)), partners’ separate judgment debts (s23(5)), notification of partner departures (s36(2), partners’ authority in winding up (s38) and partner bankruptcy (s47)). The Limited Liability Partnerships Act 2000 and the various LLP Regulations also draw some distinctions, albeit of a more minor and procedural nature. In addition, the fact that Scotland has its own legal system separate from that of England and Wales produces differences in a number of areas of law which impact on partnerships, including land law, criminal law and insolvency.
The thorough coverage of Scottish partnership and LLP law in this book is therefore important for not only to Scottish lawyers and academics, who have for some years lacked a text dedicated to Scottish law, but also to their English compatriots, since substantial parts of the law apply equally to English firms. The explanations in the book include discussion of a number of unreported Scottish cases which may be unfamiliar – and thus of particular interest – to English partnership lawyers, as well as to practitioners with a more general commercial practice. The differences between Scottish and English partnership law (and, to a lesser extent, LLP law) are clearly highlighted in the context of the relevant material, although a separate summary of the key differences would have been helpful to lawyers in both jurisdictions.
The book is particularly timely because partnership law developments in Scotland have been prominent in recent years, including legislative developments to address the problem of how to bring a criminal prosecution against a partnership which has dissolved, and that of identifying persons with significant influence over Scottish firms in order to combat money laundering, and the current government consultation on possible further regulation in relation to the misuse of Scottish limited partnerships in particular.
The structure of the book is that general partnerships are considered first, from formation (the requirement to register persons with significant influence), through partner liability and authority, decisionmaking, partner duties, separate legal personality (which Scottish partnerships, unlike English partnerships, possess), partnership property, changes in partners and partner disputes, to dissolution and winding up. The practitioner focus of the book is enhanced by the inclusion of chapters on loans and security, and on accounts. Limited partnerships are considered separately, with an emphasis on those areas where they differ from general partnerships, such as the registration requirements. There is also an interesting chapter on how limited partnerships are used in practice, and a further chapter is devoted to the private fund limited partnership (PFLP) variant on the limited partnership. The remainder of the book covers LLPs, with chapters on similar areas to those in the general partnership section, although there are also chapters on conversion to LLP status and on LLP agreements.
The book is fluently written, and the chapters are broken down into short and clearly labelled sections, with the result that it is easy to read and, together with a detailed index, easy to locate material within it. The law is fully referenced in footnotes, as are leading practitioner commentaries and, to a lesser extent, academic discourse.
In summary, this is an essential text for those advising on Scottish partnership or LLP law, but it also contains much of interest to English practitioners, and to academics and students in this area of law.
The New Zealand government is proposing to reform New Zealand's law of general partnership law, which was originally based on the UK's Partnership Act 1890. In the government's own words "The Bill's purpose is to re-enact the Partnership Act 1908 to make it more accessible, readable, and easier to understand. It is not intended to make policy changes."
Further details at http://www.pco.govt.nz/assets/Uploads/legislative-documents/plb/exposure-draft-Partnership-Law-Bill.html.