Drawing on cross-disciplinary expertise from lawyers in our corporate, employment, tax and dispute resolution practices, Teacher Stern’s partnership team advises partnerships, limited partnerships, limited liability partnerships and individuals across the full spectrum of partnership matters.

Our corporate team regularly advises on the formation and structuring of partnerships and LLPs, as well as on drafting and negotiating partnership and LLP agreements. In doing so, they work closely with members of our tax team who are usually involved at an early stage of the process to ensure that the overall partnership structure works from a tax perspective.

We frequently advise on the admission and retirement of partners, exit strategies, and the termination of partnerships. Where partnerships are wound up on an insolvent basis, our dispute resolution and insolvency teams can provide expert advice on priorities, entitlements and risks.

Our employment team has significant experience in advising partnerships and individuals alike in connection with the enforcement of restrictive covenants.

Representative Partnerships Work

Our typical partnership work includes:

  • Advising on the formation of LLPs and limited partnerships; including drafting and negotiating partnership agreements and LLP agreements.
  • Advising on the tax implications of partnership and LLP structures.
  • Advising on the removal of members and making changes to partnership agreements and LLP agreements.
  • Advising individual partners on joining or leaving partnerships and LLPs, including team moves.
  • Advising on partnership disputes, including disputes between members and an LLP and also between members.
  • Advising on partnership insolvencies and winding up.
  • Advising on the enforceability of post termination restrictions.

Key contacts:

Photo of Kelly Whitfield

Kelly Whitfield

Partner Corporate and Commercial
Work 37-41 Bedford Row London WC1R 4JH United Kingdom Tel: +44 (0) 20 7611 2303


Kelly is an experienced corporate and commercial lawyer with broad transactional expertise in a wide range of sectors.  Kelly provides advice on all aspects of private company mergers, acquisitions, investments and disposals acting for both buyers and sellers and has experience in working in, amongst others, the transport, property investment and management, media and advertising, manufacturing and health care sectors.

Kelly also handles certain financing arrangements, including debt/equity conversions, convertible loan note and invoice discount financing and advises on a broad spectrum of commercial contracts, including complex manufacturing and distribution agreements, white label licensing agreements, shareholders’ agreements and limited liability partnership arrangements.

Another area of Kelly’s expertise is employee benefits, in particular share schemes (both HMRC approved and unapproved schemes) where she has spent much time developing this area of practice around the concept of using an analytical approach to create effective business solutions for clients that genuinely contribute to improved performance across their business.  Together with the rest of the employment team, Kelly works with our clients to fund cost reductions, ways to improve motivation and performance and attain staff retention targets through arrangements such as share option schemes, flexible working and salary sacrifice schemes.

Kelly is listed as a key lawyer in the Legal 500 2021 rankings and a recommended lawyer in the Legal 500 2024 rankings.

Year qualified

Solicitor, 2003

Representative Experience

Kelly has:

  • acted as one of the lead advisors on the acquisition by Metroline Limited (a wholly owned subsidiary of ComfortDelGro Corporation) of 31 bus routes operated from five separate bus depots in West London from First Group plc for a consideration of £57.5 million
  • advised on a complex joint venture arrangement between two significant healthcare providers collaborating to provide comprehensive specialist treatments to patients at single geographical locations
  • acted as the lead corporate advisor on a complex restructuring and refinancing of an extensive London based property holding and management business for a family owned and managed enterprise
  • acted for the trustees of a significant London based property portfolio on its restructuring from a trust arrangement into a limited liability partnership structure
  • advised on the sale of a corporate entity operating a central London based hotel
  • acted on the investment into a successful South Kensington based patisserie venture

Kelly also leads our Corporate Social Responsibility team which is comprised of people from all aspects of the firm creating an enthusiastic and imaginative team of people that are passionate about making a difference in the community.  Kelly and the CSR team have been involved in baking cakes, rowing dragon boats and painting walls to name just a few of the activities that the firm has been involved with recently.