Partnership and LLP Law

Ninth Edition

Geoffrey Morse and Thomas Braithwaite

The leading introductory text on partnership law, including comprehensive coverage of LLP law
Provides a concise and insightful guide suitable for practitioners and students
Covers extensive modern cases from relevant jurisdictions and offers clear distinctions between English and Scottish partnerships
Provides comprehensive coverage of fundamental issues in a style accessible to practitioners, especially those new to the subject.

New to this Edition:

Updated text addressing the law of partnerships, including developments on identification of partnership property, restraint of trade clauses, borrowing powers, expulsion clauses, and remedies for breach of duty
Expanded coverage of limited partnerships, to include the new private fund limited partnership form and the use of LPs as vehicles for fraud
A new and much enlarged section covering LLPs, addressing the key case law in this developing area, and the statutory application of company law procedures, including recent innovations such as the persons with significant control regulations

New Edition

Partnership and LLP Law

Ninth Edition

Geoffrey Morse and Thomas Braithwaite

Description

This book details the principles of the current law on partnerships, limited partnerships, and limited liability partnerships in an accessible form. It details the formation and nature of partnership including the interface between partners and employees, workers, and creditors in a partnership context. It then looks at how partnership interacts with public regulations. Next it sets out the position regarding contracts and other transactions involving a partnership, followed by consideration of the relationship between partners, including partnership property. Dissolution of, and exiting from, a solvent partnership, precede a chapter on insolvency either of a partner or the firm. Limited partnerships, including the new form, Private Fund Limited Partnerships, are detailed, highlighting the differences from partnerships.

For this new edition, the coverage of limited liability partnerships has been fully revised and expanded. After setting out the background to the legislation and explaining its structure, the book examines the requirements for the creation of LLPs, how they are incorporated, and the consequences of their incorporation as separate legal entities. It explores what membership of an LLP entails, including the interrelation of membership with employment and worker status, and the relations between members and the LLP and between the members themselves. It then looks at the default provisions, the role of the LLP Agreement, and the extent to which contractual doctrines such as repudiation and frustration apply to that agreement. Finally, the book looks at decision-making within an LLP, termination of a member's membership, and insolvency and dissolution of the LLP itself.

New Edition

Partnership and LLP Law

Ninth Edition

Geoffrey Morse and Thomas Braithwaite

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

New Edition

Partnership and LLP Law

Ninth Edition

Geoffrey Morse and Thomas Braithwaite

Author Information

Geoffrey Morse, Professor of Corporate and Tax Law, University of Birmingham, and Thomas Braithwaite, Barrister, Lincoln's Inn

Geoffrey Morse is Professor of Corporate and Tax law at the University of Birmingham. Prior to this he was Professor of Company law at the University of Nottingham from 1988 to 2004.

Thomas Braithwaite is a barrister at Serle Court.