In this Ten-Minute Talk, CM Murray’s Partner Zulon Begum and Managing Partner Clare Murray discuss LLP agreements, focusing on how firms should update their agreements in preparation for a merger.

Key takeaways from this Ten-Minute Talk:

• The three common ‘gaps’ in LLP Agreements in relation to potential future mergers or transactions are usually (i) unachievable decision-making thresholds for approving a merger/transaction, (ii) lack of clarity on how any capital proceeds will be distributed and (iii) how dissenting partners can be addressed in a manner that avoids the transaction being thwarted;
• Failure to address constitutional gaps can mean that firms may miss out on any merger opportunities that arise as they are not able to move forward quickly enough; and
• An obvious ‘work-around’ is to amend the LLP Agreement during a merger process; however, this can be a high-risk strategy and may leave the firm open to challenge by disgruntled partners.

You can access CM Murray LLP’s CheckYourLLPAgreement tool here.