{"id":55454,"date":"2018-08-18t12:50:19","date_gmt":"2018-08-18t16:50:19","guid":{"rendered":"https:\/\/48e130086c.nxcli.net\/?p=55454"},"modified":"2018-09-14t23:26:50","modified_gmt":"2018-09-15t03:26:50","slug":"partner-duties-prohibitions-and-grounds-for-expulsion","status":"publish","type":"post","link":"\/\/www.g005e.com\/2018\/08\/18\/partner-duties-prohibitions-and-grounds-for-expulsion\/","title":{"rendered":"partner duties when things go really bad: prohibitions and grounds for expulsion"},"content":{"rendered":"
by <\/i>marc rosenberg<\/i><\/a><\/p>\n i\u2019ve read hundreds of partner agreements over 20 years and i am unable to meaningfully distinguish between the following:<\/p>\n more:<\/b> quick tip: partners investing in clients<\/a> | deciding how to allocate partner income<\/a> | making partner: today\u2019s 15 essential skills and traits<\/a> | how to specify managing partner duties<\/a> | when votes must be taken, what are the options?<\/a> i\u2019ve seen countless different ways that these items are presented in partner agreements. for years i\u2019ve asked these questions: so i usually combine the three categories. but it\u2019s up to you and your attorney to determine how to lay it out in your partner agreement.<\/p>\n my reading of hundreds of partner agreements over the years has shown that many of the \u201cduties\u201d listed are really prohibitions. by contrast, my list is restricted to duties.<\/p>\n attorney 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>\n performance 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>\n fontaine 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 what does an expelled partner lose?<\/strong><\/p>\n this 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 virtually 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>\n says 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 what does “all of their time and attention” mean?<\/strong><\/a>what does “all of their time and attention” mean?
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items that are clearly partner duties<\/h3>\n
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prohibitions and restrictions<\/h3>\n
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grounds for expulsion<\/h3>\n
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partners will devote all of their time and attention to the firm: what does this really<\/strong> mean?<\/h3>\n
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\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":"\n