Law Firm Partnership Agreements

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This book tackles the key “life events” of a law firm partnership—formation, setting compensation, partner admissions and departures, retirement, dissolution, termination of the partnership and more.
“An essential guide.... It should be on the desk of every managing partner.”
Robert W. Hillman, Esq., Professor of Law, University of California at Davis,
Author, Hillman on Lawyer Mobility

Whether your firm consists of two lawyers or five hundred, Law Firm Partnership Agreements is a must for your office. This book tackles the key “life events” of a law firm partnership—formation, setting compensation, partner admissions and departures, retirement, dissolution, termination of the partnership, mergers and acquisitions, and much more.

For firms in the course of development, here is the advice you need for selecting the form of the entity—general partnership, professional corporation, or limited liability partnership—with the advantages and disadvantages of each.

Also included are a state-of-the-art model partnership agreement and other practical forms of agreement, such as a “memorandum of understanding” for lateral partners that serves as an adjunct to the main agreement. In short, You'll get everything you need to ensure that your firm's partnership agreement is up to snuff. And all forms and clauses are available with the online version of this book.

Filled with advice on structuring your firm to attract and keep talented lawyers, Law Firm Partnership Agreements will help your firm retain its competitive edge.

Book #00643; looseleaf, one volume, 1,098 pages; published in 1998, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-080-7.

Additional Information
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-080-7
Page Count 1098
Edition 0
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Arthur J. Ciampi
Arthur J. Ciampi is a founding member of Ciampi L.L.C. He is a regular columnist in the New York Law Journal with his column "Law Firm Partnership Law".Mr. Ciampi has represented professional partners and partnerships both nationally and internationally for more than 20 years.He is an experienced litigator, counselor and mediator concerning partnership issues and disputes.
Leslie D. Corwin
Leslie D. Corwin is a Partner in the New York office of Blank Rome LLP. He is a nationally recognized expert in partnership law as it relates to professional service firms, including partnership mergers and break-ups, law firm dissolutions, partner ousters, defections, bankruptcy and other partnership changes.
An Overview of Law Firm Partnerships

§ 1.01 Partnership Defined
§ 1.02 Characteristics of a Partnership
[1] Controlling and Operating a Business
[2] Compensation as Percentage of Firm
[3] Employment Security
[4] Indicia
§ 1.03 Consequences of Partnership
[1] Partners’ Fiduciary Obligations to Each Other
[2] The Standard of Good Faith and Fair Dealing
[3] Good Faith and Fair Dealing in the Context of Law Firm Partnerships
§ 1.04 Informing Clients of a Change in Firm
§ 1.05 Written Law Firm Partnership Agreements
[1] Partner’s Compensation
[2] Allocation and Accrual of Equity
[3] Continuation Provisions
[4] Partnership Goodwill
[5] Clients of Partners Leaving the Firm
[6] Firm Organization and Administration
§ 1.06 Partnerships at Will
§ 1.07 Right to an Accounting
[1] Basic Rights
[2] Bringing an Action for an Accounting
§ 1.08 Partnership by Estoppel
§ 1.09 Partnership Tiers and Differential Liability
[1] Two-Tier Partnerships
[2] Vicarious Liability
[3] Joint and Several Liability
§ 1.10 Comparing the Uniform Partnership Act with the Revised Uniform Partnership Act
[1] History of the UPA and the RUPA
[2] Important Differences Between the UPA and the RUPA

Choice of Entity for the Firm

§ 2.01 Factors in Choosing the Organizational Entity
[1] Tax Considerations
[2] Vicarious Liability Considerations
[3] Other Considerations
§ 2.02 The Law Firm General Partnership
[1] Characteristics
[2] Essential Elements of a General Partnership for the Practice of Law
[3] Capital Contributions
[4] Agency Relationship; Powers of Partners
[5] Fiduciary Relationship
[6] Ethical Responsibilities
[7] Decision-Making
[8] Income Sharing
[9] Liability of Partners
[10] Professional Liability Insurance
[11] Other Insurance
[12] Recourse and Non-Recourse Obligations
[13] Liability for Leasehold Obligations
[14] Incoming

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