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Controversy in Mergers on Payments to Departing Partners

By Anthony Lin
November 28, 2006

(Editor's Note: The case described in this article is interesting, in part due to an unusual aspect ' a major accounting system conversion ' and the motions filed in the case may themselves hold interest for litigators. But the main moral of the story is plainly this: If your partnership agreement's provisions on departing partners fail to accommodate the possibility of a mass defection, don't wait for an impending merger to update the agreement!)

New York's highest court has agreed to hear a case concerning law firms' ability to withhold capital contributions and compensation from departing partners.

The Court of Appeals granted leave at its Oct. 24 session to W. Edward Bailey, the former managing partner of intellectual property boutique Fish & Neave, and Kevin J. Culligan, a former management committee member. They are suing their old firm for allegedly trying to penalize them for defecting to another firm ahead of Fish & Neave's November 2004 merger with Boston's Ropes & Gray.

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