Partnerships and LLP matters

Our cross-departmental team has significant experience and specialist expertise advising LLPs, partnerships and their members and partners.

The depth and breadth of the team's experience means that we are often able to provide a new perspective on matters. Advising both LLPs/partnerships and their members/partners means we regularly present arguments from opposite sides of the table, enabling us to rapidly identify the key commercial issues and quickly resolve ancillary matters.

LLPs

Working alongside our clients as part of a dedicated project team, we are able to guide businesses through a time and tax efficient incorporation and/or conversion process with minimal business disruption.

LLPs are particularly popular within the financial services sector, and our own in-house banking and regulatory expertise, and close working relationships with compliance consultants, means we can provide a comprehensive, tailored and cost-effective service to FCA regulated businesses looking to utilise this structure.

Partnerships

We regularly advise partnerships in all sectors, including professional services, financial services and real estate. We also have a thriving practice acting for senior partners in partnership disputes.

On the non-contentious side, we have notable expertise in drafting and advising on post-termination restrictions, complex incentive arrangements and compensation arrangements, including the impact of the FCA's Remuneration Code and likely impact of the AIFM Remuneration Code from both the business' and the executive's perspective.

We advise both businesses and senior executives on the implementation and implications of the Senior Managers and Certification Regime.

The team regularly advises on:

set up and formation of LLPs and partnerships
LLP conversions
rights and duties of members and partners
partner hires, disputes and departures (including profit share and tax aspects)
business protection and team moves
partnership / LLP tax
discrimination issues and claims.

Examples of our work include:

defending a private equity LLP against whistleblowing allegations by a member: achieving a commercial settlement which preserved our client’s reputation
providing strategic advice on the conversion of an unlimited partnership to an LLP for AIFMD compliance purposes
overseeing the employment aspects of an internal investigation, carried out in conjunction with our Investigations, Enforcement and Financial Crime team, which successfully mitigated the litigation and regulatory risks faced by an investment management business
Advising on the conversion of a broking business to LLP status. This entailed devising a strategic approach to the conversion process, including the approach to TUPE, addressing employee/member concerns and advising on business protection provisions of the LLP deed and new employment contracts.
Advising on the expulsion of a partner in material breach of an LLP deed. We provided strategic advice on the suspension/expulsion of the partner, the impact of regulatory, insurance and professional conduct issues and terms of the settlement agreement.
Acting for the Corporate and other members of an LLP where the LLP and the majority of members sought to expel our clients. The matter was successfully resolved against the backdrop of a threatened winding up petition and injunctive relief.
Fundamental redrafting of an LLP members' agreement for a large professional practice.