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Govt review to address if US firms should disclose results

Author: georgina.stanley@legalweek.com

Published: 25/10/2007 15:50

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US law firms in London are on heightened alert this month ahead of a Government consultation which is expected to address whether US limited liability partnerships (LLPs) operating in the City should be required to disclose their financial results.

The Department for Business Enterprise & Regulatory Reform (BERR) is set to release a consultation looking at the application of the Companies Act for such partnerships in the coming weeks and many lawyers expect the treatment of overseas LLPs to feature in it.

The issue — debated ahead of draft regulations planned to be released next spring — is controversial and provoked fierce complaints from US law firms last time it was mooted in 2001.

At the moment, in contrast to equivalent UK structures, overseas LLPs with branches in the UK do not have to register or disclose their accounts, although several US firms, including White & Case and O’Melveny & Myers, have already opted to operate their London office through a UK LLP.

Forcing the firms to disclose the information would be a significant change as US LLPs are not required to disclose their accounts in the US either. This change could force the firms to disclose, at the very least, their UK accounts and potentially even the firmwide figures.

Jeremy Black, an associate partner in Deloitte’s professional practice group, told Legal Week: “It would have a massive impact as currently US LLPs do not have to report. This would mean, to avoid reporting the full results, US firms would have to put the UK branch in a separate LLP — either US or UK — but either way, their UK figures would be publicly reported.”

Richard Linsell, a partnership expert at Addleshaw Goddard, said: “It is a controversial subject. Last time it was debated there was much vociferousness from US firms about the fact that their LLPs were partnerships rather than body corporates, and so did not have to file accounts.”

A BERR consultation earlier this year said overseas LLPs would be considered. A spokesperson for BERR this week said the position was still being finalised.

Reed Smith director of strategic planning Michael Pollock said: “We are a private company and we would prefer to keep our financials private. Many of our US counterparts would feel this way too. I would imagine it would get a negative reaction from US firms in London.”

One UK partnership expert moved to allay fears of US firms, telling Legal Week he believes the consultation might still duck the issue.

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