11 suggestions for inclusion in the partner agreement.
there are certain provisions in a partner agreement that should be kept simple and short because over time, firms have a habit of making changes quite often. you don’t want to have to change your partner agreement every time you change the managing partner’s role.
more: handling pay during the disability of a partner | buyout when a partner dies | why and how new partners buy in | a crash course in partner retirement/buyout plans | protect your business with a solid partner agreement
exclusively for pro members. log in here or 2022世界杯足球排名 today.
good examples are the firm’s system for allocating partner income and, to the point of this post, duties of the managing partner.
here’s a nice, succinct start to the managing partner section of your partner agreement:
the mp shall have general and active control of the management and business affairs of the firm on a day-to-day basis. the mp shall exercise general supervision and administration over all of the firm’s affairs, with the exception of those issues stipulated elsewhere in the agreement that require a vote of the full partner group. the mp has the power to make all contracts on behalf of the firm in its regular and ordinary course of business, and shall see that all resolutions and matters approved by the partners are carried out.
here’s a true story of what can happen when your partner agreement gets unnecessarily specific regarding the managing partner position:
the managing partner who had to go
at a retreat i was facilitating for a six-partner, third-generation cpa firm, a sensitive topic came up. the firm’s revenues and profits had been flat for five consecutive years. from my interviews of the partners prior to the retreat, it was clear that all the other partners felt that the mp, who was in his early 60s, was not effective as the firm’s leader. the firm had a tradition of appointing the most senior partner as mp until he or she retired.
this firm was fortunate to have a young, ambitious partner, sam, who was a natural leader. he was as eager to assume the mp job as his partners were to give it to him. now all i had to do was figure out a way to orchestrate this transition at the retreat.
before we were ready to address this issue, i managed to gather the other five partners as a group, during a break. i told them what i was about to do. they said: “we all agree that the mp must be replaced by sam, but our partner agreement specifies the mp, by name, as the mp. so we are stuck.”
i responded somewhat sarcastically: “you’re not stuck. just change the partner agreement. and never again specify an mp by name. there’s no need for that.”
and it got done. we allowed the mp to save face by bestowing upon him the prestigious title of senior partner.
the message: never, ever specify the mp by name in a partner agreement. for that matter, don’t specify any position by name.
it can only have a negative impact, never a positive one.
additional provisions
all of the following are up to your partner group to decide. for example:
- instead of electing the mp by a majority vote, you can provide for a supermajority vote.
- instead of a four-year term, you can make it six.
these are common provisions in the managing partner section of the partner agreement:
- the mp should be elected by a majority vote of the partners. a supermajority vote might make it too difficult to elect an mp.
- it takes a supermajority vote to remove the mp from office. casting an mp out of office is a very serious and sobering event for the firm. requiring a supermajority on this vote recognizes the seriousness of the issue.
- the term of office shall be four years, with no limit on the number of consecutive terms. the vast majority of firms are lucky to have even one credible candidate for the mp job. if a firm’s mp is doing a reasonably decent job, it makes no sense to remove the person from office just to rotate the position. at most firms, the term of office for the mp is not something that gets much attention among the partners. generally, the mp keeps the job until something egregious occurs that warrants his or her removal.
- managing partner duties. don’t compare an mp job description to what is contained in a partner agreement.
- a job description is a statement of the major duties, responsibilities and expectations of the job, indicating the work to be performed. there is a lot of subjectivity and nuance to this document.
- the mp duties in a partner agreement are limited to clear, precise governance and decision-making authorities. qualitative duties, which vary from firm to firm, are not spelled out.
for example, an mp’s job description may include duties such as being the firm’s visionary, ensuring a focus on firm growth and holding partners accountable. these are critically important parts of the job description, but because of their inherent subjectivity, they have no place in a partner agreement.
here are suggestions for the partner agreement:
- be responsible for the management duties and powers normally exercised by the ceo of a business.
- have the right to delegate authority to others from time to time and recall the authority so delegated. this includes the appointment of department heads.
- resolve questions and issues relating to ethics and professional standards.
- determine the types of services provided by the firm.
- hire and fire all employees, other than partners, and recommend compensation for employees.
- create, adopt, enforce and supervise operating procedures and policies for the firm.
- pay all expenses and debts as they become due.
- automatically serve on (or even chair) the firm’s compensation and executive committees.
- approve all admissions of partners. note: this is in addition to a vote by the full partner group.
- manage and administer the firm’s partner retirement system.
- initiate preliminary no-obligation discussions with merger candidates.
putting it all in context
many of us have been to more conferences than we can count. we look for one or two gems to walk away with that make a deep impact on us because we immediately see the huge effect they will have when we implement the concepts back at the office. here is one of my favorites:
tony kendall is the mp of mitchell titus, a large firm with offices in six major cities. tony succeeded the firm’s revered founder in roughly 2008. after several months on the job, he saw that his partners’ view of the managing partner’s job had to change. he had this to say:
“i can’t manage this firm if i have to take a vote every time i want to make a decision.”
the mp section of your partner agreement should be written with this simple yet powerful statement in mind.