7th Annual Conference of the Partnership, LLP and LLC Law Forum

The Conference is a well-established annual event 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. We endeavour to be as inclusive and welcoming as possible, and anyone with an interest in these areas is warmly invited to attend.

For further information about the work of the Partnership, LLP and LLC Law Forum, please visit the website.

For further information, please contact: Elspeth Berry at elspeth.berry@ntu.ac.uk and Dr Xiaocong Liu at xiaocong.liu@ntu.ac.uk

For updates please check the Partnership, LLP and LLC Law Forum website

Abstracts of Papers (in Conference Programme order)

Any further abstracts will be made available in due course at the Partnership, LLP and LLC Law Forum website

“Like a Circle in A Spiral, Like a Wheel within a Wheel”1: An Analysis of Liability for Defalcations and the Recovery Gap

Professor Jane Jarman, Nottingham Trent University

In one of the most spectacular law firm failures of recent years, Axiom Ince Limited, collapsed with a £64 million deficit,2 allegedly, on client account. Soon after, another law firm, SBB Limited, also failed with debts of £48 million.3

The ongoing domino effect of the Axiom Ince case, in particular, and its impact on the regulators, regulated legal services and insurance sectors will take years to unpick, as will the associated losses. The most pressing issue now is whether the current system of redress for clients is sufficiently agile and liquid to respond when faced with a major defalcation or other, potentially uninsured, losses should freezing orders and other recovery actions fail.

This paper will address the following issues:

Firstly, is the compensatory architecture, informed by a traditional partnership model and configured on a principle of trust and fidelity within a flexible framework, out of alignment with a debt fuelled corporate model?

Secondly, does the current model of compensation following defalcations or the insolvency of a law firm, irrespective of structure, “malfunction” in the merry go round of recovery actions that inevitably follows a large loss?

Thirdly, is the SRA Compensation Fund, a fund of last resort, a relic of a bygone era, rendering all practising solicitors “quasi partners” in the event of a large loss? Is its configuration compatible with the regulatory objectives in s1 (1)(a), (d), (e) and (h) Legal Services Act 2007, or in conflict with them?

Finally, could a restatement of the partnership or LLP model (or a new model) with a renewed emphasis on partner or member obligations operate as a de risking mechanism for law firms? Is it better to go back to first principles or retain the architecture that is now so enmeshed within the cultural and operational wheels of the profession?

Alternatively, is the preferred option to reconfigure the whole system to arrest the issue before it spirals out of control?

Partnership Law: The Italian perspective

Professor Massimo Bianca, Università degli Studi di Trieste (Italy)

Associate Professor Ilaria Capelli, Università degli Studi dell'Insubria (Italy)

Partnership within the Italian Economic Framework; Governance and the Role of Managers; Rights and Duties of Members; Exit and Exclusion Mechanisms; Advantages and Disadvantages of Italian Partnership.

Pink Pound Partnerships Or Quokka Queerness ?

Dr Ryan Cushley Spendiff, Nottingham Trent University

The ‘Pink Dollar’ has been instrumental in commercial social responsibility for many decades, causing business vehicles to often out-pace legislation in LGBTQ+ rights. However in the past few years, there seems to be a retreat from this default stance, particularly when there is a hostile legislative background. This submission looks at underlying commercial behaviour behind this U-turn and what might be expected of partnership governance in the future.

Partnership and LLP Reward Structures

Brian Stokes, HMRC

Thomas Chacko, Pump Court Tax Chambers

HMRC’s view on developments in profit-sharing arrangements in partnerships and LLPs in light of recent caselaw (BlueCrest, HFFX, Boston Consulting), including forfeiture, long-term incentive awards and pseudo-share schemes.”

Waiting Room Clauses - trends and enforceability

Catherine Taylor, Partner, CMS

There is a growing trend in LLP agreements to include a “waiting room clause”. We will examine the context for these types of clauses, their use in partnership agreements and the most common forms of waiting room clause. We will then look at the relevant legal principles which apply to waiting room clauses, including restraint of trade, and briefly touch on the general direction of travel on this type of restriction, following the Conservative government’s proposed ban on non-compete over three months and the election results.

Age discrimination in context

Ivor Adair, Fox & Partners

The challenge for partnerships that wish to create opportunities for the advancement of partnership talent while balancing the needs and interests of those in senior positions.

This talk will provide a practitioners take on current trends relating to retirement and succession and explore age discrimination claims in the partnership context. It will address the vexed question of succession planning, use of mandatory retirement ages and explain what recent cases tell us about the nature of the assessment carried out by employment tribunals on critical issues that commonly emerge in practice. It will also discuss risk reduction and litigation strategies that may be adopted by partnerships and partners in the future.

Using Companies House data to identify suspicious corporate networks

Graham Barrow, Financial Crime Consultant – The Dark Money Files Ltd

Public access to the Companies House corporate register provides the opportunity to analyse in detail, corporate filings.

This allowed me to identify suspicious activity by a number of LLPs and show commonalities between them which ought not to exist.

My ensuing expert witness statement contributed to the withdrawal of a SLAPP (Strategic Lawsuit Against Public Participation) brought against Paul Radu and the OCCRP.

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 the co-authored book (with Jeremy Callman, Corinne Staves and Naomi Winston) LLP and Partnership Law: A legal and practical guide (Lexis 2024), ‘Partnership law: used, misused or abused?’ (2021) 32(2) EBLR 207 and ‘Limited partnership law and private equity: an instance of legislative capture?’ (2019) JCLS 105. Elspeth’s current teaching includes Business Organisations, an LLM module which compares general partnerships, limited partnerships, LLPs and private limited companies. She contributes the legal updates to the website of the Association of Partnership Practitioners.

Professor Jane Jarman, Nottingham Trent University

Jane is a solicitor and professor of legal practice at Nottingham Law School and a consultant to NLS Legal. She is a specialist in professional negligence and indemnity and has also advised on risk management education and training, and the development of qualification frameworks in the UK and abroad.

Jane contributed to the Legal Sector Affinity Group Guidance on Anti Money Laundering and is the Chair of the Independent Review Pool of the Chartered Insurance Institute.

Professor Massimo Bianca, Università degli Studi di Trieste

Massimo has been Full Professor of Commercial Law at the University of Trieste since 2013. He has published widely on both commercial law and legal education since 1989, including five monographs and almost eighty other publications. His articles have been published in the most important Italian law journals, and his most recent publication in partnership law is including 'Extension of limited partner status to the spouse of the limited partner: 'affectio societatis' or 'affectio coniugalis'? In Family and Law, 2021, pp. 946 - 954. Other recent publications include: 'Crisis and renegotiation of contracts between emergency law and the Insolvency Code. First reflections', in ODC Orizzonti del Diritto Commerciale, 2022, Fasc. 3 pp. 889 – 911; 'The “own” exercise of the limited liability enterprise. Food for thought from French law', in Dir. Fall, 2024, I; and 'Typical Functions and Autonomous Responsibilities of the Chairman of the Board of Directors', in Le azioni di responsabilità nelle società di capitali, edited by De Poli - Romagnoli, Pisa, 2024, II ed. pg. 41-58.

Ilaria Capelli, Associate Professor, Università degli Studi dell'Insubria (Italy)

Ilaria obtained her National Scientific Qualification as a Full Professor in 2021 and teaches Business Law, Insolvency Law, and Mergers and Acquisitions at the University of Insubria. She has conducted teaching activities as a visiting professor in 2019 at the University M. Kozybayev, Petropavl, North Kazakhstan, and in 2018 at The Jena Graduate College, "The Economics of Innovative Change," Department of Economics, Friedrich Schiller University of Jena. Her research focuses on partnerships, corporate financial structure, private companies, and environmental and social sustainability. Among her publications, the following are noteworthy: S. Patriarca, I. Capelli, "Società semplice," in Commentario del Codice Civile e codici collegati. Scialoja-Branca-Galgano, Libro V, art. 2251 – 2290, Zanichelli, 2021, pp. 1-457; I. Capelli, "The Complexity Theory and Financial Systems Regulation," in Complexity and Emergence. Lake Como School of Advanced Studies, Italy, July 22-27, 2018, Springer, 2022, https://dx.doi.org/10.1007/978-3-030-95703-2_2; I. Capelli, "Le politiche di remunerazione degli amministratori nelle società quotate tra la massimizzazione del valore per gli azionisti e il perseguimento della sostenibilità ambientale e sociale: un percorso ancora agli inizi," in Orizzonti del Diritto Commerciale, 2023; I. Capelli, "Questioni aperte in tema di circolazione anche digitale della quota di s.r.l.: dalle operazioni di crowdfunding alla Distributed Ledger Technology," in Orizzonti del Diritto Commerciale, 2024. For additional publications, please refer to her profile.

Dr Ryan Cushley Spendiff, Nottingham Trent University

Ryan has been a lecturer of Law at Nottingham Trent University since 2023, having first joined NTU as a research assistant attached to the Centre for Business and Insolvency in 2022. He is also the Associate Editor for the Nottingham Law Journal and the Deputy Editor for the Journal of Rights and Justice. Prior to this, he completed his PhD in Relational Contract Theory and Autopoiesis at Lancaster University in 2022 while working as an Assistant Dean. His research areas include Contract Theory, Social Systems, and Corporate Governance. Recently, Ryan is interested in exploring LGBTQ+ issues within commercial law, inspired by relational contract theory that places society at the heart of all commercial exchanges.

Brian Stokes, HMRC

Brian is currently technical/policy advisor on the HMRC Direct Tax Partnership Team and was part of the team that brought in the FA14 package of partnership measures. He has been involved in a range of litigation, including Hamilton & Kinneil, Western Ferries, Ingenious, Shop Direct, BlueCrest/HFFX/Odey, BCM Cayman, and Boston Consulting.

Thomas Chacko, Pump Court Tax Chambers

Thomas advises and litigates on all aspects of revenue law. He regularly appears before the First-tier and Upper Tribunals and has also represented taxpayers (both with and without a leader) in the Administrative Court, Court of Appeal and Supreme Court.

Thomas has been involved in several of the major recent cases on partnership taxation, including HFFX, Odey, BlueCrest Capital Management and BCM Cayman.  He has recently been appointed to the Attorney’ General’s Panel A.

Catherine Taylor, Partner, CMS

Catherine is a Partner in the CMS Employment team and Co-Head of the Litigation Arbitration Insurance & Employment Practice Group. She works on employment and partnership issues, both contentious and non-contentious and has specific expertise in complex multi-jurisdictional and High Court litigation (especially bonus and employee competition disputes), board level disputes and data protection. Catherine also guides employers through complex investigations, setting the strategy and working with other teams to ensure the best possible client outcome. Her practice is employer focused, with a particular interest in the Financial Services and Technology, Media & Communications sectors. Catherine is joint author of Employee Competition (3rd Edition, published by OUP in 2016). She plays a leading role in the firm’s women’s network, CMS Women.

Ivor Adair, Fox & Partners

Ivor Adair is a partner at Fox & Partners.  He advises partnerships and individual partners and LLP members and is often instructed in contentious partner exits involving professional services, asset management and private equity firms.  He has experience of conducting and dealing with challenging issues arising from sensitive investigations.  He also advises partnerships and LLPs on diversity, equality and inclusion strategies and firms and partners involved in disputes that can be heard before the employment tribunal.

Graham Barrow

Graham has worked in financial services for the past twenty-five years, latterly providing subject matter expertise in respect of global financial crime as well as providing in-depth research on UK company formations.

Latterly, he has become well known as one half of “The Dark Money Files” podcast alongside his business partner and longstanding veteran of the world of anti-financial crime, Ray Blake as well as being one of the founders of Risk Alert 247 Limited which provides real time corporate risk ratings to a variety of UK financial institutions.

Graham regularly speaks at in-house and public events to raise awareness of the close links between financial crime and the organised criminal gangs and corrupt individuals who are responsible for so much of the dirty money entering the financial system, most particularly with respect to the UK companies which are often at their heart.

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: Thursday 7 September 12noon. However, our venue has limited capacity so we advise booking early. For any enquiries after this date, please contact Elspeth Berry to check for last minute availability.