Chapter 1— An Introduction to Law Firm Partnership Agreements
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§ 1.01 Background
§ 1.02 Formation and Structure of a Law Firm Partnership
§ 1.03 Legal Fees
§ 1.04 Financial Management
§ 1.05 Compensation and Benefits for Partners
§ 1.06 Admission and Withdrawal of Partners
§ 1.07 Management and Decision-Making Processes
§ 1.08 Dispute Resolution and Dissolution
§ 1.09 Ethical Considerations and Professional Conduct
§ 1.10 Tax and Regulatory Compliance
§ 1.11 Review and Revision of Partnership Agreements
Chapter 2— Partnership Types and Formation
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§ 2.01 Introduction
§ 2.02 General Partnership
§ 2.03 Limited Partnerships
§ 2.04 Limited Liability Partnerships
§ 2.05 Limited Liability Company
§ 2.06 Law Firm Partnership Formation
Chapter 3— Structure of a Law Firm Partnership
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§ 3.01 Structure of a Law Firm
§ 3.02 Formation of a Law Firm Partnership
§ 3.03 Identification of Law Firm Partners
§ 3.04 Structure of a Law Firm Partnership Absent a Partnership Agreement
§ 3.05 Adoption of Law Firm Partnership Agreements
§ 3.06 Common Law Firm Partner Classifications
§ 3.07 Non-Partner Firm Lawyers
§ 3.08 Roles and Responsibility of Partners in a Law Firm
Chapter 4— Law Firm Financial Management
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§ 4.01 Financial Management
§ 4.02 Partners Equity Transactions
§ 4.03 Admission of a Partner
§ 4.04 Buyout of Dissociating Partners
§ 4.05 Rights on Rescission of Partnership Agreement for Fraud or Misrepresentation
§ 4.06 Rights of Retiring Partner or Estate of Deceased Partner When Business Is Continued
Chapter 5— Profit Sharing, Compensation
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§ 5.01 What Constitutes Partnership Profit and Income
§ 5.02 Contributions of Property to Partnership
§ 5.03 Distribution of Profits and Partnership Income
§ 5.04 Partnership Distributions and Liquidation of Interests
§ 5.05 Sale of Partnership Interest
§ 5.06 Rights of Partnership
§ 5.07 Partners' Interest in Partnership
Chapter 6—Deferred Compensation
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§ 6.01 Generally
§ 6.02 Defined Benefit Plans
§ 6.03 Defined Contribution Plans
§ 6.04 Nondiscrimination Rules
§ 6.05 Limitations on Qualified Plans
§ 6.06 Uses of the Qualified Plan
§ 6.07 Plan Assets
§ 6.08 The Further Consolidated Appropriations Act, 2020 Including the Secure Act
§ 6.09 The Secure Act 2.0
§ 6.10 Nonqualified Compensation
§ 6.11 Section 409A Requirements
§ 6.12 Basic Unfunded, Unsecured Non-Qualified Deferred Compensation Plan
§ 6.13 Quasi-Funded Plans
§ 6.14 Commonly Used Types of Non-Qualified Deferred Compensation Plans
§ 6.15 Law Firm Tax Deduction
§ 6.16 Growth
§ 6.17 ERISA
§ 6.18 Payment of Benefits
§ 6.19 Other Considerations
Chapter 7— Other Benefits
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§ 7.01 Benefits Generally
§ 7.02 Working Condition Fringe
§ 7.03 Cafeteria Plans
§ 7.04 Health, Life-insurance, and Other Benefits Above Broad-Based Attorney Plans
§ 7.05 Law Firm Provided Continuing Education
Chapter 8— Admission and Withdrawal of Partners
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§ 8.01 Admission of Partners
§ 8.02 Admission, Powers, and Duties of Limited Partners
§ 8.03 Dissociation of Limited Partners
§ 8.04 Withdrawal and Termination
§ 8.05 Distinction Between Dissociation, Dissolution, Winding Up, and Termination in all Partnerships
§ 8.06 Events Causing Dissolution and Winding Up
§ 8.07 Rights of Partners on Dissociation or Dissolution
§ 8.08 Rights on Rescission of Partnership Agreement for Fraud or Misrepresentation
§ 8.09 Rights of Retiring Partner or Estate of Deceased Partner When Business Is Continued
§ 8.10 Liability of Partners and Partnership
§ 8.11 Winding Up Partnership Affairs
§ 8.12 Sale, Liquidation, Termination of a Partnership Interest
§ 8.13 Other Events Impacting Partnership Continuation
§ 8.14 Allocation of Fees from Unfinished Business in an Incorporated Law Firm
Chapter 9— Management and Decision-Making Processes
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§ 9.01 Background
§ 9.02 Management of Partnership Affairs
§ 9.03 Management of Limited Partnership's Activities
§ 9.04 Partnership Voting
§ 9.05 Law Firm Partnership Committees
Chapter 10— Partnership Dispute Resolution
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§ 10.01 Introduction
§ 10.02 Frequent Causes Of Partnership Disputes
§ 10.03 Breach of Partner Fiduciary Duties and Partnership Disputes
§ 10.04 Breach of Partnership Agreement
§ 10.05 Partner Fee Disputes
§ 10.06 Resolution of Disputes
§ 10.07 Unfinished Business
§ 10.08 Dissolution Actions and Issues
Chapter 11— Partnership Dissolution, Liquidation, and Winding Up
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§ 11.01 Introduction
§ 11.02 Dissolving the Partnership
§ 11.03 Process of Dissolution, Winding Up, and Cancellation
§ 11.04 Winding Up Partnership Activities
§ 11.05 Certificate of Cancellation
§ 11.06 Acts of Partner Binding Partnership after Dissolution
§ 11.07 Liability of General Partner after Dissolution
§ 11.08 Disposing of Claims Against a Partnership
§ 11.09 Notice of Dissolution
§ 11.10 Application of Assets to Satisfy Obligations to Creditors
§ 11.11 Allocation of Fees from Unfinished Business in the Law Firm
Chapter 12— Bankruptcy and the Failure of the Law Partnership
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§ 12.01 Introduction
§ 12.02 Chapter 7 Bankruptcy
§ 12.03 Chapter 11 Bankruptcy
§ 12.04 Other Issues in Bankruptcy
Chapter 13— Ethical Considerations and Professional Conduct
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§ 13.01 Introduction
§ 13.02 Attorney-Client Relationship
§ 13.03 Nature of Attorney-Client Relationship
§ 13.04 Scope of Attorney's Authority
§ 13.05 Business Transactions With Clients
§ 13.06 Sexual Relations With Client
§ 13.07 Fees
§ 13.08 Handling Clients' Funds
§ 13.09 Termination of Attorney-Client Relationship
§ 13.10 Dispute-Resolution Mechanisms
Chapter 14— Tax Matters, Regulatory, and Compliance
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§ 14.01 Background
§ 14.02 Federal Taxation of Partnership Income
§ 14.03 Substantial Economic Effect
§ 14.04 Limited Partnership Taxation
§ 14.05 Limited Liability Partnership Taxation
§ 14.06 Property With Built-In Gain or Loss
§ 14.07 Loss Allowance
§ 14.08 Tax Year of Partnership
§ 14.09 The New Partnership Audit Rules
§ 14.10 Liability for Sales Taxes on Termination
§ 14.11 Employment Taxes on Partnership Income
§ 14.12 Qualified Business Income Deduction
Chapter 15— Review and Revision of Partnership Agreements
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§ 15.01 Background
§ 15.02 Amended and Restated Partnership Agreement
§ 15.03 Partner Contributions and Profit Sharing
§ 15.04 Managing Partner and Decision-Making Authority
§ 15.05 Tax Revisions
§ 15.06 Changes in Partnership Law
§ 15.07 Succession - Retirements, Dissociation, New Partner Planning
Appendices
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Appendix 1—Sample General Partnership Agreement
Appendix 2—Sample Limited Partnership Agreement
Appendix 3—Sample Limited Liability Partnership Agreement
Appendix 4—Sample Dissolution And Termination Agreement
Index
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Table of Cases
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Table of Statutes
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