LLPs and Partnerships

The LLP structure was designed to promote the growth of partnerships by providing them with limited liability and a separate legal identity, whilst maintaining the tax treatment received by partnerships. The structure also provides other key benefits such as sense of ownership in the business and flexibility in management and remuneration structures. While the benefits seem clear, the structure is complex and requires careful management.

As one of few firms acting at the highest level for both the LLP and individual members, we have a unique insight into the tactics deployed by both sides and a balanced understanding of the issues involved. We have significant experience in the unique intricacies of LLPs and the life cycle of the business structure.  Leveraging our cross departmental team of specialists, we help LLPs manage all aspects of the structure, from set-up and management to dispute resolution and exit strategies, and advise individual members on the full spectrum of issues from those relevant on joining through to disputes and discrimination and exit terms.

Experience

  • Acted in Clyde & Co LLP and another v Krista Bates van Winkelhof [2011] IRLR 467 (HC), a case which has established that an LLP cannot use an arbitration clause to prevent a member from pursuing claims in the Employment Tribunal.
  • Representing an LLP in a multi-million pound claim brought by an employee of the firm in claims arising out of an 'up or out' policy.
  • Advising Members and Partners on their entries into and exits from LLPs.
  • Advising an LLP in respect of a multi-million pound claim brought by a former senior level employee in the Chancery Division of the High Court.
  • Acting for an LLP on the removal of a disruptive LLP founder member, including advice on how to force an agreed exit and negotiate commercial terms.
  • Advising a private equity fund LLP on the complex and contentious removal of CEOs in two portfolio companies, the implementation of a new partnership deed, the application of new HMRC rules to LLPs, and the engagement and removal of partners in the firm. 

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