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.