This book covers the essential principles of both partnership law and the law relating to limited liability partnerships. In addition to explaining established principles it explores the unresolved issues in partnership law, including fixed share partnerships and whether partners can be workers, dissolution by acceptance of repudiatory breach, abandonment and mutuality, liability for equitable wrongs, the authority of a partner winding up a partnership, and the availability of equitable or common law remedies for breaches of the partnership agreement. The new edition includes a greatly expanded analysis of limited liability partnerships signifying the growth in importance of this type of entity and the development of a distinct area of law. LLP law is still evolving and combines both corporate and partnership elements which creates legal and practical difficulties. The book considers and provides answers to these problems. It analyses for example, the question as to whether a person can be both a member and an employee of an LLP. Limited partnerships are also considered in detail in response to their recent revival as investment vehicles and recent developments on access to information and derivative actions by limited partners. This book is an indispensable guide to the principles of the law of LLPs and partnerships. Well known for its approachable style it provides an excellent reference work for practitioners and students alike.

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.