fontaine<\/figcaption><\/figure>\nattorney peter fontaine provides us with the following guidance:<\/p>\n
expulsions typically result from violations of the partnership agreement or common unacceptable behaviors, the latter of which includes:<\/p>\n
bad acts.<\/strong> fraud, embezzlement, criminal acts, tax evasion, etc.<\/p>\nperformance issues.<\/strong> this includes failure to meet performance standards and metrics, failure to follow firm policies, failure to meet professional standards, conflicts of interest, breach of fiduciary duties, independence violations, poor judgment and more.<\/p>\nfontaine cautions that performance violations are less clear-cut and the source of much debate about whether a termination is \u201cwrongful.\u201d<\/p>\n
fontaine strongly suggests that expulsions be well substantiated and documented.<\/p>\n
based on our reading of hundreds of partner agreements, these are the most common grounds for expulsion:<\/p>\n
\ndeclaration of bankruptcy.<\/li>\n for the following items, expulsion should only occur after<\/strong> the partner receives counseling on the transgressions and<\/strong> is given a reasonable time frame to resolve the violations:<\/li>\n<\/ol>\n\nsubstance abuse<\/li>\n failure to comply with the general policies and procedures that allow the firm to conduct its business in a planned, professional manner<\/li>\n violation of any provision of the partnership agreement<\/li>\n declining to perform those duties normally expected of a partner<\/li>\n performance that falls below the firm\u2019s performance standards for partners<\/li>\n<\/ul>\n\nconviction by final action of any court of any offense punishable as fraud, theft, embezzlement or any other felony or act involving moral turpitude.<\/li>\n engaging in any unauthorized or prohibited activity or undertaking that adversely affects the firm\u2019s earnings.<\/li>\n expulsion, suspension and other forms of professional discipline by the final action of any professional organization, especially the aicpa and state cpa societies.<\/li>\n resignation from any professional organization under threat of disciplinary action.<\/li>\n engaging in activities, illegal, immoral or unethical, or engaging in acts of personal misconduct that cause either the firm or its members\u2019 reputations to be impaired because such activities have been publicized in the firm’s marketplace or are otherwise accessible to the public.<\/li>\n assigning, mortgaging or selling his or her interest or rights in the firm or its assets or income.<\/li>\n breach of fiduciary duties to the firm or its clients.<\/li>\n hiring or agreeing to hire any person or discharge any person.<\/li>\n making contributions on behalf of the firm to charities, religious organizations or political organizations.<\/li>\n assigns, transfers, pledges or releases any claims or debts of the firm. a partner cannot make, execute and deliver any assignments for the benefit of creditors or any bond, confession of judgment, chattel mortgage, indemnity bond, surety bond or contract of sale.<\/li>\n making, executing, delivering, endorsing or guaranteeing any commercial paper; indemnifying against any act, debt, default or misconduct of any firm member.<\/li>\n<\/ol>\nwhat does an expelled partner lose?<\/strong><\/p>\nthis varies by firm, depending upon the severity of the violation and the degree to which the partners wish to penalize the expelled partner. my experience is that the majority of firms opt for a severe penalty over a mild one.<\/p>\n
says peter fontaine, \u201cwhat are uniformly forfeited are separation benefits such as retirement, buyout and deferred compensation. the partner agreement needs to be carefully drafted to avoid confusion.\u201d<\/p>\n
great recommendation: <\/strong>fontaine suggests that rather than take away 100 percent of expelled partners\u2019 benefits, the firm pay them a small severance benefit in exchange for signing a broad, enforceable release of claims the partner might have against the firm, such as<\/p>\n\ndiscrimination<\/li>\n retaliation<\/li>\n wrongful termination<\/li>\n failings by management<\/li>\n punishments that don\u2019t fit the crime<\/li>\n failure to uniformly apply standards<\/li>\n<\/ul>\npartners will devote all of their time and attention to the firm: what does this really<\/strong> mean?<\/h3>\nvirtually all partner agreements that i have read contain a provision requiring partners to devote all of their time and attention to the firm. being a partner in a cpa firm is commonly considered a 24\/7 job. they average 2,400-2,500 total work hours a year and work many nights and weekends.<\/p>\n
as a result, firms are rightly concerned that partners engaged in other businesses would not devote the necessary time, energy and attention to being partners.<\/p>\n
what does \u201call time and attention\u201d really<\/strong> mean? to drill down, we called upon our two legal experts, peter fontaine and russell shapiro.<\/p>\nsays fontaine: \u201cwhen partners own or operate another business, it\u2019s reasonable for the firm to ask, \u2018what are the partners\u2019 priorities? where is their loyalty? are they truly committed to the firm? why aren\u2019t the partners spending more time developing business, stepping up their game, mentoring staff or exhibiting more leadership?\u2019 there is a natural suspicion by the firm that any activity that is meaningful and\/or not entirely passive is likely to create a conflict of loyalties at times.\u201d<\/p>\n
according to shapiro, \u201cthe partner agreement should provide very specific guidelines for what is allowed and not allowed. one of the key criteria for defining \u2018all time and attention\u2019 should be the extent to which a partner\u2019s involvement in another business is active or passive.\u201d<\/p>\n
\nactive<\/strong> means the business needs the partner to operate. example: a partner owns a building and does all the work, including finding tenants, fixing things, tenant relations and paying bills. despite the partner’s assurances that he or she tends to these duties only \u201cafter hours,\u201d this is inconceivable in the eyes of the other partners.<\/li>\npassive<\/strong> means the partner is an investor who may occasionally be consulted for advice. passive also encompasses a partner making a few phone calls at night and doing a little fix-up work on weekends.\u00a0 (shapiro)<\/li>\n<\/ul>\n","protected":false},"excerpt":{"rendered":"what does “all of their time and attention” mean?<\/strong> \nby marc rosenberg<\/em><\/p>\n","protected":false},"author":1339,"featured_media":52068,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"_relevanssi_hide_post":"","_relevanssi_hide_content":"","_relevanssi_pin_for_all":"","_relevanssi_pin_keywords":"","_relevanssi_unpin_keywords":"","_relevanssi_related_keywords":"","_relevanssi_related_include_ids":"","_relevanssi_related_exclude_ids":"","_relevanssi_related_no_append":"","_relevanssi_related_not_related":"","_relevanssi_related_posts":"","_relevanssi_noindex_reason":"","footnotes":""},"categories":[3120,2266],"tags":[],"class_list":["post-55454","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-pro-member-exclusive","category-partner"],"acf":[],"yoast_head":"\npartner duties when things go really bad: prohibitions and grounds for expulsion - 卡塔尔世界杯常规比赛时间<\/title>\n \n \n \n \n \n \n \n \n \n \n \n \n \n\t \n\t \n\t \n \n \n \n \n \n\t \n\t \n\t \n