A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000), which came into force on 6 April 2001. In the 1990s, some of the larger professional partnerships were becoming increasingly concerned by the risk of substantial personal liability of their partners and began to pressure the government to address the issue. Following a consultation, the government decided to create a new form of entity, the LLP, which retains the internal flexibility of a partnership whilst also limiting the liability for partners. The law applying to LLPs The majority of law applicable to LLPs is actually modified company law rather than partnership law. LLPA 2000 expressly states that, except as otherwise provided in that Act or regulations made pursuant to it, the law relating to partnerships does not apply to an LLP. LLPA 2000 is largely a framework statute covering the formation of an LLP and the relationship of the members of an LLP. It is supplemented

Sources of limited partnership law The main body of law governing a limited partnership formed under English law (as opposed to a general partnership, a limited liability partnership or a general partnership formed under Scottish law) is the Limited Partnerships Act 1907 (LPA 1907). However, it is not a complete code of the law on limited partnerships and expressly preserves the provisions of the Partnership Act 1890 (PA 1890) and rules of equity and common law applicable to partnerships, except where they are inconsistent with the express provisions of the LPA 1907. As is the case for general partnerships, there will often be a written agreement between the partners setting out the rights and duties of the partners between themselves although this is not obligatory, save where the limited partnership is designated as a private fund limited partnership (see Practice Note: Limited partnership agreements). Both the LPA 1907 and the PA 1890 set out a number of provisions that will apply if no specific agreement is entered into. These default provisions

What is a derivative? A derivative is a type of financial instrument whose value is based upon the value of an underlying asset, index, rate or reference point. Derivatives can involve the physical delivery of an underlying asset by one party to the other party, or the cash payment of an amount that has been calculated by reference to an underlying asset, index, rate or reference point. They can be used to limit a party's exposure to a variable or allow a party to gain exposure to that variable. Therefore a derivative is a financial instrument that has a legal character and value that is distinct but derived from the value of the applicable underlying asset, index, rate or reference point. Many different types of entity enter into derivatives such as banks and investment firms, corporates, governments, local authorities and supranational authorities. They are generally traded on the wholesale market although certain derivative products are also entered into by both high net worth individuals and retail investors. It is worth noting that while repurchase

The Mental Health Act 1983 (MeHA 1983) provides for the role of the nearest relative (NR), which is an important safeguard for the rights of patients who are detained or otherwise subject to the powers of MeHA 1983. The role of the NR gives an individual (normally a family member) certain rights and powers in relation to a patient. It applies in respect of patients: • detained in hospital under MeHA 1983, ss 2, 3, 4 or 37 • subject to a community treatment order (supervised community treatment) under MeHA 1983, s 17A, or • under guardianship or a guardianship order This Practice Note provides an overview of the rights and functions of the NR, how to identify the NR and the displacement process under MeHA 1983, s 29. Identifying the nearest relative A mental health patient will have one NR (although there is one exception to this in respect of certain children—see below). The NR is identified by reference to MeHA 1983, s 26, which

Offering share options to employees internationally Companies with a global employee footprint face the question of how standardised and uniform to make their employee share option plan. This is not a binary question, but more of a sliding scale. Starting at one end of the scale is a strict one plan fits all approach without any local customisation, which leads into allowing varying degrees of localisation, all the way through to the other extreme of potentially having a separate plan for each country (or group of countries). While a global approach is usually easier to administer because there is consistency and equal treatment between employees, it can create local compliance issues. Having separate local plans allows a company to meet those local obligations as well as any employee expectations. The trade off is that there are differences in administration and differences in how employees are treated, which can be particularly tricky if the company has a highly mobile workforce. This

Family analysis: The Court of Appeal held that even in cases where the local authority and the parents of a profoundly disabled 14-year-old agreed to a restrictive regime for him, contrary to the decision of Mr Justice Lieven in the court below, a deprivation of liberty (DOLs) order was necessary, as Article 5 of the European Convention on Human Rights (ECHR) was engaged. Had the decision of Lieven J been allowed to stand, the logical consequence would have been that there would have been no need for any local authority to apply for a DOLs order where it holds a care order for the child. The Court of Appeal allowed the appeal and gave clear guidance that a local authority cannot 'mark its own homework'. Teertha Gupta KC at 4PB considers the issues.

Banking & Finance analysis: In UBS AG London Branch v Glas Trust Corporation Ltd, a dispute arose as to whether the note trustee had properly incurred expenses under the terms of the transaction documents.

Planning analysis: This was an unsuccessful challenge to a planning inspector’s decision to reject an appeal relating to a building where an error in the drawings showed the building’s height as lower than adjacent buildings. The error was in the height of the adjacent buildings and so not on the building the subject of the planning permission. Nevertheless this was held to be a material error. Written by Mark Westmoreland Smith, barrister at Francis Taylor Building.

Restructuring & Insolvency analysis: This case concerns a disputed winding‑up petition brought by Mr Anthony McGann against Eldonian Community Trust Ltd (Eldonian), a company limited by guarantee in Liverpool. McGann claimed to be a creditor for £18,755, which he alleged related to personal payments he made to lawyers and accountants on Eldonian’s behalf. He argued Eldonian had authorised him to make such payments and to be reimbursed. Eldonian opposed the petition, disputing both liability and McGann’s standing as a creditor. Key issues included: the authenticity of a retrospectively altered invoice, alleged invalid appointment of directors and trustees at the relevant time, whether the services were provided for Eldonian rather than another entity, and a purported cross‑claim alleging McGann acted as a de facto or shadow director. The court held there was a bona fide dispute on substantial grounds as to the alleged debt, meaning McGann lacked standing to petition. The winding‑up petition was therefore dismissed. Written by Alex Akin, associate at Keidan Harrison LLP.

Corporate Crime analysis: The Court of Appeal has (once again) had to remind judges that, even in cases that can be described as ‘short and simple’, a fair and balanced summary of the evidence should be provided to the jury as part of the judge’s summing up. The Court of Appeal held that the judge’s approach to summing up was wrong in this case—it risked providing only a partial account to the jury; did not refer to the facts which were most exculpatory; created a risk that the jury may believe them to be only the facts of relevance; defence counsel had not been given the opportunity to address this deficiency in his speech; and the judge did not address the permissible inferences to be drawn from the evidence. Written by Nick Murphy, barrister at 25 Bedford Row.

This Practice Note details the extent to which the court must take into account the welfare and needs of any minor child or children of the family, by virtue of section 25 of the Matrimonial Causes Act 1973 (MCA 1973) and Schedule 5, Part 5 to the Civil Partnership Act 2004 (CPA 2004), in determining how to exercise its powers, and outlines additional factors and other courses of action that may be considered, including where the child has special needs. Who is a child of the family? A 'child' is defined by MCA 1973, s 52, in relation to one or both of the parties to a marriage, as including 'an illegitimate child of that party, or as the case may be, of both parties'. MCA 1973, s 52(1) defines a 'child of the family' as: • a child of both parties, and • any other child who has been treated by both parties to a marriage as a child of their family (not including a foster child placed with the parties as foster parents

This Practice Note sets out the statutory requirement for the court to take into account the needs of the parties in accordance with the checklist in section 25 of the Matrimonial Causes Act 1973 (MCA 1973), and its Civil Partnership Act 2004 (CPA 2004) equivalent, CPA 2004, Sch 5 Pt 5. It also considers relevant case law in relation to needs, non-matrimonial/civil partnership property, and the Family Justice Council guidance on needs. The needs of the parties are a factor to be considered by the court. MCA 1973, s 25(2)(b) requires that the court shall have regard to: 'The financial needs, obligations and responsibilities which each of the parties to the marriage has or is likely to have in the foreseeable future.' The equivalent provision in relation to civil partners is found in CPA 2004, Sch 5 Pt 5, para 21(2)(b). The welfare (while a minor) of any child of the family will be the court's first consideration. A consideration of the parties' needs cannot be made in isolation; the court will consider all