5th Annual Conference of the Partnership, LLP and LLC Law Forum

We are pleased to announce the 5th Annual Conference of the Partnership, LLP and LLC Law Forum, which will be held on Thursday 15th September 2022.

Booking deadline: Monday 12 September 2022 12pm. However, the venue has limited capacity so we advise booking early. For any enquiries after this date, please contact Elspeth Berry to check availability.

Please note, the venue is only accessible by stairs (one flight).

Abstracts of Papers (in Conference Programme order)

Laura Macgregor and Jonny Hardman, Empirical reflections on registered partnerships

This paper uses novel empirical techniques to explore a snapshot of the information available in respect of those partnerships registered on the UK database: LLPs and LPs. It explores empirical and theoretical implications of the empirical results in respect of such partnership vehicles

Caroline Field, Restrictive covenants in a partnership/LLPs context, with a specific focus on developments in relation to LLPs

The session will explore typical duties and obligations operating to restrict member competition in the sectors in which LLP structures are typically deployed. There remains limited case law relating to the enforcement of restrictive covenants in the LLP context. The paper will consider the application of law relating to enforcement of restrictive covenants in the contexts of employment, partnership and the sale of a business, and how enforcement typically plays out in an LLP context in practice.

Nic Clarke and Brian Stokes, Partnership / LLP tax developments

A look at HMRC’s view on a number of current issues in partnership taxation, particularly the salaried members legislation (§863A-863G ITTOIA05) and partner / member reward schemes in global partnership structures.

Stephen Chan, Why a Scottish limited partnerships used in a fund?

For anyone familiar with the funds industry, it is not uncommon to see a Scottish Limited Partnership pop up in the structure. But why a Scottish Limited Partnership as opposed to an English one? The Partnership Act 1890 applies both to Scotland and England and one would therefore presume that the law on partnerships south and north of the border is the same. However, s4(2) of the 1890 Act provides that “in Scotland a firm is a legal person distinct from the partners of whom it is composed”. This one short sentence demonstrates that there is a fundamental difference between a Scottish and English partnership with a Scottish partnership being considered a legal person and an English partnership not. While there are other reasons as to why a Scottish Limited Partnership is used in the fund industry, one of the overriding reason is because of these words in the 1890 Act. Stephen would explore further the significance of this wording, the underlying consequences of this and how it has giving Scotland an active role in the fund industry.

Speaker Biographies (in Conference Programme order)

Convenor: Elspeth Berry, Associate Professor, Nottingham Trent University

Elspeth has taught and researched partnership law for 25 years and is the founder of the Partnership, LLP and LLC Law Forum.

Her most recent publications include ‘Partnership law: used, misused or abused?’ (2021) 32(2) EBLR 207-249 (described as a "landmark paper" on the criminal activities of UK partnerships overseas by an investigative journalist writing for the organisation OpenDemocracy; ‘Limited partnership law and private equity: an instance of legislative capture?’ (2019) JCLS, Partnership and LLP Law (2nd edn, Wildy, Simmonds and Hill 2018), 'A Weak Vessel? Why the Insolvency Regime for Partnerships and LLPs is Failing to Protect the Salvage or Diminish the Number of Wrecks' (2018) 6 NibleJ 05, and 'Square pegs and round holes: why company insolvency law is a bad fit for partnerships and LLPs' (2018) 31(3) Insolvency Intelligence 88.

Elspeth’s current teaching includes Business Organisations, an LLM module which compares general partnerships, limited partnerships, LLPs and private limited companies. She is a qualified (non-practising) solicitor and contributes the legal updates to the journal of the Association of Partnership Practitioners, ‘A Propos Partnership’

Corinne Staves is a partner in a leading City law firm and advises on partnerships, limited partnerships and LLPs in relation to their use as professional practices and fund managers, in joint ventures and as family succession planning vehicles. She was the first female Chair of the Association of Partnership Practitioners and is a regular panellist and chair for the Professional Practices Alliance.

Caroline Field is a Partner at Fox & Partners, a leading City partnership and employment law practice. Advising professional partners, typically in the professional services, consultancy and businesses in the financial services sector, such as complex fund structures, is the cornerstone of Fox & Partners’ practice. A great deal of Caroline’s time is spent advising firms and partners/LLP members in relation to disputes arising out of breaches of partnership or members’ agreements, including the actual or threatened expulsion of partners/members from an LLP, changes to partners’ remuneration or other rights, team moves, breaches of restrictive covenants, alleged breaches of duties of fiduciary duty and other civil fraud claims, misuse of confidential information, unfairly prejudicial conduct, alleged discrimination and whistleblowing. Caroline has a particular interest in advising clients in relation to protection of businesses from partner/employee competition. She has successfully obtained and defended injunction applications. Caroline has brought complex matters to a successful conclusion following trial and ADR. Caroline is a committee member of the Association of Partnership Practitioners.”

Laura Macgregor is Professor of Scots Law at the Law School, University of Edinburgh, formerly Visiting Professor in International Commercial Law at
Radboud University, Nijmegen. Her research interests lie in the commercial dimensions of contract law, in particular the specific contracts of partnership and agency. Author of Agency Law in Scotland (2013), she is currently working on a major monograph on Scottish Partnership Law. A qualified solicitor, she retains close links with legal practice, providing continuing professional development training to the solicitors’ profession and the judiciary in Scotland, including an Update on Contract Law, an annual course delivered at different venues throughout Scotland. She served as a sub-panel member on Sub-Panel 18 for the UK’s Research Excellence Framework 2021.

Jonny Hardman is a lecturer in international commercial law at the Law School, University of Edinburgh. Prior to becoming an academic, Jonny was a transactional corporate lawyer for 10 years. Jonny’ research interests lie in empirical and theoretical approaches to the law of business entities, and rights in security. Jonny’s work has been published broadly within the UK, Europe, and the rest of the world.

Nic Clarke is a senior policy and technical adviser at HMRC. In 25 years at HMRC Nic has had a variety of policy, technical and compliance roles, including the investigation of ‘pension liberation’ schemes, advising on the legislation relating to Follower Notices and Accelerated Payment Notices and managing compliance teams involved in the investigation of contractor avoidance schemes. Nic joined his current team in 2019 and has policy responsibility for the taxation of all forms of partnership.

Brian Stokes is a technical adviser at HMRC. Over the last 20 years he has held a number of policy and technical roles. He has written guidance on a wide range of issues including miscellaneous income, land remediation relief, taxation of refunds of sums paid as VAT, repairs and perhaps most relevant to this group was a major contributor to the guidance on the Salaried Member and Mixed Membership Partnership legislation introduced in 2014.

Victoria Griffiths is a senior policy adviser at the Department for Business, Energy and Industrial Strategy (BEIS) with policy responsibility for limited partnerships and third party agent interactions with Companies House. Victoria started her career in local government and quickly made the move to central government, working at the Department for Transport, Local Government and the Regions and The Foreign and Commonwealth Office, before establishing herself at BEIS where she has a led a diverse range of policies across the department.  Victoria joined her present team in 2018 to lead on the development of the reforms to Limited Partnerships, as well as a number of aspects of the broader reforms to the Companies House register.

Stephen Chan is a Partner at Harper Macleod LLP and heads up the Partnership Law Team. He is also a keen academic writer of Partnership law related matters, being the author of “A Practical Guide to Partnership Law in Scotland” published by Thomson Reuters, the author of “Partnership Law Styles in W Green Styles” and drafted the course material for the Partnership Law module for Glasgow University Law School’s Diploma course. Stephen is also an avid speaker having delivered numerous seminars on Partnership law at various events including the Royal Faculty of Procurators, the Ayr Faculty of Solicitors, Glasgow University and to lawyers of the HM Connect Network. Stephen primarily splits his practice between advising on the use of complex Scottish Limited Partnerships as fund investment vehicles and professional services, healthcare businesses and family businesses on LLPs and Partnerships. Stephen has been recommended by Legal 500 in 8 out of the last 11 years (2011, 2012 and 2016 – 2021).

If you are interested in attending please reserve your place using our online booking form. If you have any questions, please contact Elspeth Berry.

Booking deadline: Monday 12 September 2022 12pm. However, the venue has limited capacity so we advise booking early. For any enquiries after this date, please contact Elspeth Berry to check availability.

Please note, the venue is only accessible by stairs (one flight).