The structure and philosophy of professional practice is rapidly changing.

Until recently, the partnership culture held sway.

This meant that the fledgling professional put his or her foot on the bottom rung of the ladder in the expectation of reaching the top.

Times have changed.

The recession cannot take all the blame, although it certainly created economic stringency throughout the profession.

As clients failed, so the professionals found out just how dependent they were on them.Other factors include the increased competition caused by the ever larger numbers entering the profession.

At the same time, the rise of consumerism has caused the public to be far more discriminating as to service on the one hand and fees on the other.

Clients now shop around for the cheapest services that they can find - a public trained to buy cut price goods will not be deterred from seeking similar services.

At the end of the day, they are protected by compulsory professional indemnity insurance, yet another sop to the consumers.The economic stringency, which has been created by a combination of these three factors may lessen, but it will not go away.

As a result, professional firms have realised that short term measures are not sufficient, and they need to think long term in restructuring their enterprises.The criteria for partnership have undergone a radical change.

It is no longer sufficient to be a good technician, but it is necessary to be a client introducer as well as a competent manager of people, be they other partners, staff or clients.

The older partners at the top of the tree can no longer afford to relax and feed off the efforts of their juniors.

As in show business, they are considered as good only as their last performance.

Sentiment has flown out of the window.The moving of the goalposts has caused a great deal of anguish to many of the classes of the 1980s particularly.

This was the period when professional firms made partners out of almost everyone suitably qualified, if only out of fear that they might take such talents as they possessed elsewhere if they were not given the status and the benefits that accompanied it.The three new economic factors have changed all that.

The constituent parts of all professional partnerships are being scrutinised.

Contribution is analysed and those who merely grind out the work are informed that they have to do more.

The profession used to be divided into 'finders', 'grinders' and 'minders'.

Now a partner is expected to have all three qualities developed to the highest degree and the rewards go to those who possess them in superabundance.The 'lock step' system has been thrown out of the window and has been replaced by instant rewards based on relatively current performance.

The new merit-based compensation systems cause anxiety, depression, and disunity at the worst.

At the best, they stimulate competition in the highly competitive.

The old pretence of collegiality in professional firms has been replaced by naked economic rapacity.

The shake-out created as a result of the failure to meet the new criteria has caused, in many instances, personal tragedies.

Could these have been avoided? Those in charge of the disposal of partners have often behaved insensitively, as a result of guilt mixed with embarrassment.

When you have entered into a contract for life with someone and enjoyed good times, it smacks of hypocrisy to cast them adrift when the bad times come.It is amazing how many professional partnerships even today operate without a written partnership agreement.

In its absence we have to fall back on the provisions of the Partnership Act 1890, not one of our trendiest statutes.

The Act gives no power to expel a partner and dissolution can be a costly business, especially as it often allows the inspector of taxes to obtain a larger helping than would otherwise be the case.In the new climate, many partnerships are at last adopting a written constitution, or amending the existing ones in order to give themselves the power to dispose of the under-performers.

This has caused even greater difficulties and resentment.

The record to date was the expulsion clause adopted on Friday to be followed by the expulsion notice of one of the partners the following Monday!How can a difficult situation be made more acceptable? It is always hard totally to eliminate feelings of resentment and rejection.

As time goes on, and acceptance grows of the changes in the partnership culture, it will be treated more like just another job with a relatively limited tenure.

Professionals will flit more naturally from firm to firm even at the higher levels of proprietorship or management.

More such firms are now likely to embrace incorporation, in view of the fact that certain tax advantages for partnerships are currently being eliminated.

Even so, it is likely that the culture attached to partnership will continue in the new entities, at least for a period of time.

Company directors are probably more accustomed to a change of employers than professional partners even today, although the balance is swiftly changing.It is still comparatively infrequent for professional firms to seek outside help when they want to dispose of an unproductive partner.

This failure is often a mistake, but the reasons for it are easy to understand.

Few of us want to be seen to wash our dirty linen in public.However, an informed outsider can be useful, if only to focus the minds of the remaining partners on whether the target indeed is unproductive, or whether that lack of productivity is terminal.

Many such expulsions are premature and unnecessary.

It is sensible to consider the causes of under-productivity.

The target's client market or field of work may have collapsed.

It is true that the enterprising are likely to have anticipated that fact and made appropriate and alternative arrangements; however, not all of us are gifted with the ability to think ahead.The question should be asked as to whether the target could be re-trained in a different and growing professional discipline, if indeed there is a vacancy in the firm for a new fee-earner.

Many of us in the professions are not self-starters and need to be pointed in the right direction.

If this is not a possibility, is it possible to retain the offending partner by reducing their status or compensation? Many of us feel guilty that we are not performing and would be relatively happy to accept this demotion as against the uncertainty of the world outside the partnership.If all else fails, then termination needs to be considered.

Expulsion unilaterally should be the last resort.

Every possible endeavour should be made to reach agreement with the outgoing partner, so that the termination provisions are handled by consensus internally and a united front is shown externally.

This should minimise the damage to the firm and especially to the individual, whose future career prospects must be considered of vital importance.These are the dictates of common decency, but they are far too often ignored for the reasons already given.

Once again, a third party can often negotiate on the partnership's behalf far better than the partners, who are too involved in the issues under consideration.

In an ideal world, such a person acts as a mediator between the parties, rather than as an advocate for one or other.

In modern parlance, this is a form of alternative dispute resolution, but the disinterested and sympathetic middle man is hardly a new concept.In practice, most professional firms act for themselves.

They often take the view that the ramifications of their partnership are so complex that an outsider would not readily understand them.

They fail to appreciate that there is a common thread running through most professional practices and the differences between them are often less than they actually seem.

The target partner is far more likely to seek professional representation.

This is readily understandable, as he or she is faced with a sense of loneliness in the knowledge that colleagues have banded together against him or her.

To put it simply, the victim needs a shoulder to cry on.It is important to set the scene from the outset.

It is far too easy for the target's professional adviser to begin by adopting an adversarial role.

Once the potential estrangement of the parties is formalised and set in aspic, it is hard to undo and approach the problems in a more conciliatory style.

Lawyers are naturally trained to be adversarial, but it is important in a partnership break-up situation of this kind to avoid the Pavlovian reflex.

The first approach is the all important one.Both sides recognise that the iron fist exists in the velvet glove.

If the problem cannot be solved by a negotiated settlement, the partners can rely on their powers of expulsion in the partnership deed.

If none such exists, they can ask the court to dissolve the firm, and they can then reform without the unwanted partner.

The latter has the ability to resort to the court with a view to dissolving the partnership.

There is no express doctrine in partnership law of oppression of minority, but it is imported by analogy from company law.In an ideal situation, these rights are never expressed, but they are implicit throughout negotiations and compel the parties to be seen to be dealing fairly with each other.

Unfortunately, the concept of such fairness is often interpreted far too subjectively, at least at the outset of negotiations.Time is often a great healer.

The target partner needs to overcome the worst of the fe elings of anger and resentment.

Remaining partners need to learn that they are not going to be able to make their disposal unduly cheaply and unfairly.

The target partner's circumstances, requirements and aspirations have to be ascertained and the settlement negotiations conducted bearing them continually in mind.

Different terms may be needed for the partner who is in effect being made to take early retirement, who has little mortgage and no minor dependants, as against the partner in mid-career with a young family.The enlightened firms will offer out-placement counselling at the practice's expense in order to ease the path for the target partner.

This should be given on a without-prejudice basis, even if the negotiations for termination have not yet reached fulfilment.

The partnership agreement may contain provisions for return of capital and other financial issues, which are prejudicial to the interests of an outgoing partner in these particular circumstances.

Can they be varied so as to smooth his or her path? Is there a provision for revaluation of assets and liabilities at the date of termination? Look carefully at the values put on work in progress and debtors.

If these are disadvantageous to your clients, can it be avoided or dealt with on a compromise basis? The knotty question of the impact of taxation must be considered.

Once again, the potential adverse consequences have to be anticipated and remedies provided.Restrictive covenants can cause untold problems.

In the first instance, they have to be analysed to see whether they are legally binding.

Quite often, they are not.

How can they be varied to reflect the realities of the situation? A realistic and commercial solution can often overcome impossible situations.

The parties must not take a dog-in-the-manger stance.

It is important that the clients must not be prejudiced.Does the partnership give a valuation to goodwill? It is surprising how many still do, which often goes against the modern trend.

How is goodwill to be valued, and how is the outgoing partner's share to be treated and paid? What announcements are to be made to the public and internally? The professional press is now a force to be reckoned with.

How is the impact of the departure to be treated in their eyes? Is the outgoing partner allowed to take staff? What about access to books and records?It is important to know where strengths and weaknesses lie - they are sometimes found in surprising places.

Is the target to be allowed an office and secretary during the period of any notice? Will the firm assist with a good reference to the target as a job seeker? It fails to do so at its peril.The above are just a selection of the problems which need to be considered on a termination of this nature.

Each case produces variations and new elements.

This is a new and, sadly, growing field of professional practice.

Those involved in it require a knowledge of partnership law and practice, an expertise in taxation, the skill of a marriage guidance counsellor or trade union conciliator, the patience of Job, persistence, tenacity and an ability to compromise and communicate with the client.1995