Dissolving a partnership is a lot like divorce - but with a partnership, you could be divorcing five, ten, 20 or more people, and with the working hours that lawyers currently have, the partners have probably spent more time with their colleagues than their spouses.Tony Sacker, head of partnership at London firm Kingsley Napley says: 'There are two sorts of dissolution - where everyone agrees what they want to do, and handling one is just a question of sitting everyone down and addressing all the issues, or, if they don't agree, then it's a lot like a contested divorce, and it all comes down to a matter of commercial negotiation.'Generally, the most common factor in the dissolutions of partnerships is where one or more key players decide they want to go somewhere else, and if that is the case, then there is essentially a third party in the negotiations.
Mr Sacker explains that 'the destination firm will also have an input, and the movers have to make sure that the destination firm is happy with what they are doing - you often find that the departing lawyers are guided by the destination firm's demands'.He adds: 'The major issues are all to do, in a practical sense, with who ends up with the clients - the other matters are also relevant, such as length of notice, restrictive covenants, and gardening leave.
And the partnership agreement may cover those issues, but there may be arguments about its enforceability and then the partners have to do a deal.
But if some want to go sooner, you have to start talking as soon as possible -because if it gets to the stage where they are just walking out, you have to decide what the remaining partners are going to do about it.'This issue is becoming more important because of the greater mobility in the profession.
But dissolutions of mid-sized City firms in particular have already made waves - for example, in the 1990s, the dissolution of firms such as Turner Kenneth Brown, with most of the lawyers going to Nabarro Nathanson, and Frere Cholmeley Bischoff, where most of the lawyers went to Eversheds and the rest setting up Forsters.Nonetheless, these were the exception rather than the rule and most commentators considered that firms of that size were unlikely to disappear.It is more common with smaller firms, as in the case in 1999 when City firm Vizards split in two, with one team forming insurance specialist Vizards Staples & Bannisters and the other Vizard Oldham.And earlier this year, Barnett Alexander Chart dissolved, following the departure of a sizeable team of seven of its corporate and private finance initiative (PFI) partners who went to US firm Altheimer & Gray; of the remaining lawyers, managing partner Peter Moody and partner Richard Stader are taking a team of litigators to Tarlo Lyons.
Head of property John Chart will form a practice, BAC Law, with two other partners.Another firm which dissolved following internal disagreements was Edward Lewis, where on dissolution, the partners went to more than a dozen firms, including Finers Stephens Innocent, Berwin Leighton, Clyde & Co, and US practice Morgan Lewis & Bockius.This month, private client specialists Lee & Pembertons also split in two.
One ten-partner firm called Pemberton Greenish opened on 1 November, headed by Damian Greenish as senior partner, and will focus on London estates, residential, and commercial property.
The other will keep the Lee & Pembertons name, and carry on that firm's private client practice.Mr Greenish explains the reason for the split-off: 'The firm was facing the same sort of decisions that many are facing - where does the firm want to be in the future? Some partners felt it was possible to maintain the traditional general service private client work, but there were those of us who felt the need to be more specialist.
And the obvious way to deal with that split in viewpoints was for some of us to take that leap to a niche practice - but it is never easy.'He says that once the decision was made, it took about six to eight months to set up the new firm.
Although there was not a formal dissolution, they did go to external advisers - in this case accountants - for what was essentially a demerger of what is the continuing business of Lee & Pembertons, and the new business of Pemberton Greenish.Mr Greenish adds: 'From the point of view of firm marketing, there was some discussion about keeping the name Pemberton for the new firm; the firm had to be called something, and Giles Pemberton is one of the partners of this new firm, so there is an element of keeping something of the old firm and looking forward to this firm being the same but different.'But for practical purposes, whether the firm is splitting up or dissolving, there has to be communication and professionalism, otherwise any dispute as to which clients are going with which lawyers will become redundant - the clients may see the scrabbling among the lawyers and prefer to take their business elsewhere.And it is not just external relations that have to be dealt with.
Mr Sacker explains that the liabilities fall on the individuals who were partners at the date of dissolution according to their profit shares.
At dissolution, the main asset to be gathered in is the unbilled work in progress, and so interim accounts have to be rendered or the work in progress has to be dealt with by being paid for or the value being accounted for when the money is paid by the clients.Dissolving a partnership tends to be informal - unlike companies, where there is a formal statutory code - and he adds: 'In theory, it could go on almost forever to crystallise the assets and liabilities, but in practical terms, it can take in simple cases three to six months - there is no tax issue, because that is the responsibility of the individual partners.'So it seems that the only external help - unless it is complicated and lawyers are needed to advise on the partnership agreement - is from accountants.
And they are necessary, as many lawyers would admit that they do not really understand accounts, even if it is part of every solicitor's training.
But even then, there can be problems.
Mark Lee, lead tax partner of the professional practices group of BDO Stoy Hayward, predicts there will be more dissolutions because of the change in the tax charge last year.
This abolished the cash basis of accounting to bring professional firms in line with the way companies are taxed through including work in progress and debtors into firms' accounts.
The partners now have to pay a catch-up charge to bring them into line.It is not just in the areas of calculating work in progress and interim or final accounts where advice is needed.
Mr Lee says: 'You would be surprised how many partnership agreements have not been finalised or even signed by all the partners, and there can then be the problems of a partnership at will [where there is no formal agreement] under the Partnership Act 1890.'Generally, his view is: 'With good advice, dissolution should be avoidable for cash-flow and obvious business reasons.
You should not underestimate the time, effort, energy and stress a dissolution will take, including all the negotiations to avoid dissolution.'But it is not all negative and unhappy endings, as Mr Sacker comments: 'There may not be goodwill in the firm name; it tends to be the partners that clients come to.
But perhaps the best goodwill is in the telephone number - it is incredible how a firm can disappear, and years later, a client rings up looking for their lawyers.'
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