Partnership and LLP Law, 9th Edition | 2020

Partnership and LLP Law, 9th Edition | 2020

A leading introductory resource on partnership law, offering thorough coverage of LLP legislation.
This text serves as a clear and concise reference for both legal practitioners and students, with a strong focus on practical understanding. It explores a wide range of recent cases from relevant legal systems, clearly differentiating between English and Scottish partnership law. Key foundational issues are explained in a reader-friendly manner, making it particularly useful for those new to the area.

New in this edition:

• Updated content reflecting recent developments in partnership law, including the classification of partnership assets, restraint of trade clauses, borrowing authority, expulsion terms, and remedies for breaches of duty.

• Broader treatment of limited partnerships, incorporating the newly introduced private fund limited partnership structure and examining the misuse of LPs in fraudulent schemes.

• A significantly expanded section on LLPs, analyzing key case law in this evolving field and discussing how company law rules apply to LLPs—such as the introduction of the persons with significant control (PSC) regulations.

This book presents the core principles of current laws governing partnerships, limited partnerships, and limited liability partnerships in a clear and approachable manner. It begins by examining how partnerships are formed and structured, addressing their relationships with employees, workers, and creditors. The book then explores how partnerships interact with regulatory frameworks, followed by a discussion of contractual dealings and other transactions involving partnerships. It also delves into the internal dynamics between partners, including issues around partnership property. Chapters on the dissolution of partnerships and voluntary exits precede a detailed examination of insolvency affecting either individual partners or the firm itself. Limited partnerships, including the newer Private Fund Limited Partnerships, are thoroughly explained, with emphasis on how they differ from general partnerships.

In this updated edition, the section on limited liability partnerships (LLPs) has been extensively revised and expanded. It begins by outlining the legislative background and structural framework of LLPs, then explains the process of their formation, legal incorporation, and the implications of their separate legal personality. The book investigates what it means to be an LLP member, including how this relates to employment or worker status, as well as the relationships between members and the LLP, and among the members themselves. It covers default statutory provisions, the significance of the LLP Agreement, and how general contract principles—such as repudiation and frustration—apply to it. The book concludes with chapters on decision-making within LLPs, how membership can be terminated, and the procedures for LLP insolvency and dissolution.

Contents of Partnership and LLP Law, 9th Edition

Table of Cases
Table of Primary Legislation
Table of Secondary Legislation
Table of European Legislation
List of Abbreviations
1.:Partnerships and Partnership Law
2.:Establishing a Partnership
3.:Legal Controls on Partnerships
4.:Partners and Outsiders
5.:Partners and Each Other
6.:Partnership Property
7.:Dissolution and Winding Up
8.:Partnerships and Insolvency
9.:Limited Partnerships
10.:LLPs: An Introduction
11.:The Corporate Structure
12.:Membership
13.:Rights and Duties of Membership
14.:The LLP Agreement
15.:Decision-Making
16.:Termination of Membership
17.:Insolvency and Dissolution
Index

About The Author(s):

Geoffrey Morse is a Professor of Corporate and Tax Law at the University of Birmingham. He previously held the position of Professor of Company Law at the University of Nottingham from 1988 to 2004.

Thomas Braithwaite is a practising barrister at Serle Court and a member of Lincoln's Inn.

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