Those with an interest in the taxation of US partnerships at State level may be interested in following the work of this project - further information is available at at https://www.mtc.gov/Uniformity/Project-Teams/Partnership-Tax.
The government of Jersey has confirmed that it will extend its economic substance requirements, which it has already applied to companies, to partnerships. These requirements stem from commitments given by it to the EU Code of Conduct Group (Business Taxation) and are designed to ensure that firms which are tax resident in Jersey but which have income from geographically mobile financial and other service activities do in fact conduct real economic activity in Jersey.
Law firm Mourant has published a short article on this development, available at: https://www.mourant.com/news-and-views/updates/updates-2021/non-fund-partnerships-to-be-brought-within-scope-of-jersey-s-economic-substance-requirements.aspx
Two law firms, Walkers, and Mourant, have published brief summaries of the most recent proposals for changes to the accounting requirements for Guernsey partnerships.
'Guernsey Update: New Plans for Bringing Partnerships in Scope of Economic Substance Rules' is available at: https://s3.amazonaws.com/documents.lexology.com/422afc2b-9038-4993-8755-7000eea27842.pdf?AWSAccessKeyId=AKIAVYILUYJ754JTDY6T&Expires=1621253128&Signature=DOHUu7FtlFROe7dMs6VesmqrxpQ%3D
'Partnerships to be brought within scope of Guernsey's economic substance requirements' is available at: https://www.mourant.com/file-library/media---2021/partnerships-to-be-brought-within-scope-of-guernsey-s-economic-substance-requirements.pdf
Law firm Jones Day has published a short summary of recent changes to Dutch limited partnership law, principally that tax transparency will now be automatic. 'Dutch Limited Partnerships Attractive Alternative to Luxembourg and Irish Fund Structuring' is available at: https://www.jonesday.com/en/insights/2021/05/dutch-limited-partnerships-attractive-alternative-to-luxembourg-and-irish--fund-structuring
Law firm Ogiers has published a short discussion of 2020 changes to limited partnerships in the Cayman Islands. 'Private equity and Cayman Islands funds: tips, trends and pitfalls for limited partners' is available at: https://www.ogier.com/publications/private-equity-and-cayman-islands-funds-tips-trends-and-pitfalls-for-limited-partners
9 September 2021
Nottingham Trent University, UK
Call for Papers
The Partnership, LLP and LLC Law Forum is pleased to host its 4th 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:
· Professor Geoffrey Morse (University of Birmingham)
· Roderick I’Anson Banks (Partnership Counsel, 9 King’s Bench Walk)
· Jeremy Callman (Ten Old Square, Lincoln’s Inn)
Proposals are invited for further papers on any aspect of partnership, LLP and LLC law and practice, in the UK or overseas. The usual format is a 20 minute presentation accompanied by slides or a handout, followed by an opportunity for questions. However, proposals for panel discussions or other formats as welcome, as are proposals for joint papers.
Proposals should specify the i) names of the speaker(s), ii) their firm/university/other institutional affiliation, iii) their contact details including email address, and iv) the topic area(s). If the proposal is accepted, we will ask you for a title. Shortly before the conference, we will also require an abstract/summary of the paper, and any accompanying slides/handout. You do not need to supply a full copy of the paper.
It is intended that the Conference will be an in-person event, but if Covid-related restrictions make this impractical, it will be moved online as occurred in 2020. Proposals should specify whether the speaker would be prepared to present online if necessary, or only in person.
Proposals should be emailed with the subject line ‘Partnership Conference 2021 – call for papers’ to Dr Beatriz Gómez Fariñas at beatriz.gomezfarinas@ntu.ac.uk no later than 23 April 2021. Anyone wishing to make an informal inquiry ahead of submission of their proposal is welcome to do so.
We aim to confirm acceptance of papers by 14 May 2021. Conference registration will open in June and all speakers will need to register.
We look forward to receiving your proposals, and meeting you at the Conference.
Regulation, Compliance and Ethics in Law Firms, Tracey Calvert (2nd edn, Globe Law and Business 2020), 249pp., paperback, ISBN: 9781787423787. Also available as an e-book (see further www.globelawandbusiness.com).
This book considers regulatory compliance for law firms, although the short chapter on data protection is of more general relevance. The author is a lawyer and the director of a firm which provides regulatory compliance consultancy services to lawyers.
The content of this book is interesting and useful, but the structure is sometimes a little difficult to follow. There are discrete chapters on the Legal Ombudsman, anti-money laundering rules and remote working, all discussed with reference to the Solicitors Regulation Authority (SRA) Rules, but the division of material between the other chapters is sometimes confusing and the chapter titles are not always helpful. The book is divided into four sections; Governance and risk management, Demonstrating regulatory compliance in practice, Compliance with legal obligations, and Compliance tools and resources, but there is a degree of overlap between these sections and between the chapters within them, and it is not always clear where particular material is to be found and whether all the material on a specific issue is in one place or divided between chapters.
The section on ‘Governance and risk management’ consists of a single chapter on ‘Effective law firm management’ which itself accounts for a quarter of the book and would have benefited from a more obvious structure. The subheadings are not listed in the Contents, and it is not always clear how the different subheadings relate to each other or how the chapter is developing. Nonetheless, it contains much useful content. It
discusses the SRA Rules in detail and includes extracts from the Rules, as well as some short case studies and practical insights from senior law firm managers. It also considers compliance officers and supervision. Tables and bullet point lists are used to highlight important questions or issues that firms need to consider, and the tables in particular provide explanations of the importance of these questions or issues, and the results which firms should seek to achieve when addressing them.
The section on ‘Demonstrating regulatory compliance in practice’ includes what at first sight is a surprisingly short chapter (2½ pages) on ‘What is ethics’, but this is supplemented by a further discussion of ethics in the chapter on ‘Adding the people and commercial perspective’. The chapter on ‘Essential behaviour’ covers the SRA Principles, Codes of Conduct, and Statement of Solicitor Competence and, like the first chapter, includes extracts from many of these, a case study, and several checklists of questions for firms to consider. The chapter on ‘Evidence of compliance’ focuses on relevant policies which a firm could adopt. The chapter on ‘Safe client inception processes’ considers compliance issues arising when opening a new client file, and the need to monitor the relationship. The chapters on ‘Compliance in the litigation arena’, and ‘The Legal Ombudsman’ do essentially what they say on the tin.
The section on ‘Compliance with legal obligations’ includes chapters on ‘Managing the money laundering risk’, and ‘Managing the risks of handling data’ which again do what their titles suggest, and a chapter providing ‘An overview of legal compliance’. This provides a very brief outline of some of the most relevant legislation, including legislation relating to lawyers such as the Solicitors Act 1974, and more generally applicable legislation such as the Financial Services and Markets Act 2000 and the legislation governing data protection.
The section on ‘Compliance tools and resources’ includes, as might be expected, a chapter on ‘Resources’, but also chapters on chapters on ‘Be aware of recent changes’, ‘Remote working - compliance considerations’, and a ‘Conclusion’ to the book as a whole.
In summary, there are many useful nuggets of information and advice here for members of law firms and in particular managers, but some digging is required.
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 https://www.globelawandbusiness.com/subjects/law-firm-management.
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.