Professor Laura Macgregor's inaugural professorial lecture will take place on Wednesday 16 November 2022 in Edinburgh. Attendance is free but advance registration is required at:
https://www.eventbrite.co.uk/e/the-inaugural-lecture-of-professor-laura-macgregor-tickets-423995651407
It is hoped that a recording of the lecture will be available for those unable to attend in person.
As many of you will know, Laura has presented and co-presented excellent papers at Forum Conferences in the past, and this will no doubt be an interesting and though-provoking event.
Transparency International have published a significant report on the misuse of the UK's LLP vehicle - 'Partners in Crime: analysing the potential scale of abuse of limited liability partnerships in economic crime', available at https://www.transparency.org.uk/sites/default/files/pdf/publications/Partners%20in%20Crime%20-%20Transparency%20International%20UK.pdf
"Using data from Companies House and more than 50 corruption and money laundering cases, this paper sets out the likely scale of abuse of Limited Liability Partnerships (LLPs) in high-level white-collar crime. It builds on our previous work, and that of others, investigating the involvement of UK legal entities in financial crime. While this is a problem well documented in exposés by journalists and recognised by the government, its extent remained unknown. Until now. Our analysis of all 146,948 LLPs incorporated between April 2001 and September 2021 reveals 21,002 (14 per cent) showed three or more money laundering red flags. Russia’s war on Ukraine, its impact on our economy, and the use of LLPs and other UK legal entities to skirt sanctions, demand a renewed impetus for expedited reform."
This report follows their previous report on LPs in 2017, 'Offshore in the UK Analysing the use of Scottish Limited Partnerships in corruption and money laundering', available at https://www.transparency.org.uk/sites/default/files/pdf/publications/Offshore_In_The_UK_TIUK_June_2017.pdf
Those of you that were unable to attend this year's Conference (and you missed a treat!) may be interested in the following article by Corinne Staves of CM Murray, which is based on her Conference paper.
It is available at:
https://www.cm-murray.com/knowledge/families-financial-services-and-the-professions/?utm_source=rss&utm_medium=rss&utm_campaign=families-financial-services-and-the-professions
As those of you who attended this year's Partnership Forum Conference may recall, one of our speakers, Professor Laura Macgregor of the University of Edinburgh, referred to a book chapter which she had recently published, and a number of delegates asked for further details.
The book is:
Paul S Davies and Tan Cheng-Han (eds), Intermediaries in Commercial Law (2022) Hart Publishing. 9781509949090. £95.
The chapter is:
Laura Macgregor, ‘The Partner’s Fiduciary and Good Faith Duties: More than Just an Agent?’ (pp 253-272 of the book)
The chapter explores the partner in the UK partnership as a type of commercial intermediary. It explores the way in which more general agency law and fiduciary law scholarship applies to the specific commercial context of partnerships. Ultimately, it questions whether designation of the partner as an “agent” continues to be a key factor in understanding the totality of the partner’s rights and duties. Rather, many important rights and duties are either sui generis or emanate from fiduciary (rather than agency) law.
The partnership structure poses challenges to the application of standard agency and fiduciary law principles. The partner is an unusual agent, being present at both the level of agent, and at the level of principal (as an actor who forms part of the partnership). In key respects, partnerships differ from classic fiduciary relationships. The partner is, for example, perhaps not as vulnerable as other types of principals. Rules on secret profits apply with difficulty where the partner in fiduciary breach shares in secret profits disgorged to the partnership. These facts should lead us to question whether the designation as “agent” continues to be as important in understanding the totality of partnership law (beyond the partner’s ability purely to bind the firm). This perhaps mirrors developments in agency case law, as we question whether the label “agent” necessarily determines the extent of fiduciary duties (Prince Arthur Ikpechukwu Eze v Conway and anor [2019] EWCA Civ 88).
A key problem is the need to unravel the interaction of good faith and fiduciary duties within partnerships. In this exercise, partner to partner duties, on the one hand, and partner to firm duties, on the other, must be differentiated. Of particular interest is the heightened relevance of partner to partner duties at times of “stress” within partnerships, for example where an individual partner is being excluded from, or is resigning from, the partnership (as illustrated recently by Rennie v Rennie [2020] CSOH 49). It may be possible to draw on scholarship (Nolan and Conalgen) on what it means for fiduciaries to act in good faith.
The chapter takes into account differences between Scots law (where the partnership is a separate juridical person) and English law (where it is not). Analysis will draw upon different types of partnerships: the partner formed under the Partnership Act 1890; limited partnerships and limited liability partnerships.
UK law firm CM Murray (including recent Partnership Conference speaker Corinne Staves) has published a useful summary of the key provisions of the Bill which will affect partnerships and LLPs.
It is available at:
https://www.cm-murray.com/knowledge/most-significant-changes-to-companies-house-in-170-years/
Following on from the excellent papers given by Victoria Griffiths, senior policy advisor at BEIS, and journalist David Leask, at the Partnership Forum Conference last week, you might be interested to note that the Economic Crime and Corporate Transparency Bill 2022 has now been published.
The Bill is at:
https://bills.parliament.uk/bills/3339
Various explainers are at:
https://www.gov.uk/government/publications/economic-crime-and-corporate-transparency-bill-2022-factsheets
Delegates at yesterday's Partnership Conference asked about publications resulting from previous conferences (as well as the possibility of future publications).
Peer reviewed articles based on the papers given at the Inaugural Forum Conference in 2018 were published in a special issue of NibleJ (together with an article on which I subsequently gave a paper at the 2019 Conference). You can access this special issue (and all issues of NIBLeJ) at https://www.ntu.ac.uk/study-and-courses/courses/our-schools/nls/nottingham-insolvency-and-business-law-ejournal
For the special issue, just scroll down to 2018 and click the arrow to expand.
Best wishes, Elspeth
Partnership, LLP and LLC Law Conference
Thursday 15th September 2022
Crowne Plaza Hotel, Nottingham (in-person)
Registration is still open 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.
The programme, with abstracts and speaker details, and the registration link, is 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.
The programme includes:
- Corinne Staves (Maurice Turnor Garner)
Partnership and LLP structures and their uses for families, financial services businesses and professional practices (including internationally)
- Caroline Field (Fox & Partners)
Restrictive covenants in a partnership/LLPs context, with a specific focus on developments in relation to LLPs
- Professor Laura Macgregor and Jonathan Hardman (University of Edinburgh)
Empirical reflections on LLPs and LPs
- Nic Clarke and Brian Stokes (HMRC)
Partnership/LLP tax developments
- Victoria Griffiths (Senior Policy Advisor, Corporate Transparency and Register Reform, BEIS)
Update on limited partnership and register reform proposals
- David Leask (investigative journalist)
Developments in UK limited partnerships
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/
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!