Naomi Winston

As recognised by the directories (see below), the law relating to partnership and LLPs forms a core part of Naomi’s practice. She regularly acts for and advises both firms and individual members or partners across a wide range of partnerships from solicitors and accountancy firms to investment banking consultancies and private equity firms to medical practices, farming partnerships and property partnerships.

In particular, she regularly advises in relation to partnership exits, team moves, restrictive covenants and remuneration disputes. She has significant experience of advising managing partners on internal issues and also of drafting partnership and members’ agreements, retirement deeds and other related documents both in England & Wales and outside of the jurisdiction. Naomi also makes good use of her property law knowledge in relation to disputes about property used by partnerships.

Recent Cases:

• Acting for a partner and member of a complex private equity structure, challenging the decision to reduce carry.
• Acting for two members challenging their enforced exit from an investment management LLP with a Jersey holdco structure.
• Advising as to breach of fiduciary duties in the context of a merger of an LLP with a company.
• Advising as to the amendment of restrictive covenants in an LLP agreement.
• Acting for one of a number of respondents in a substantial team move dispute.

Reported Cases:

• Reinhard v Ondra [2015] EWHC 26 (Ch); [2015] EWHC 1869 (Ch): Acting for a former member dealing with questions of the nature of member’s interests in an LLP, whether members can be employees and what terms apply to members.
• Castledine v Bentley Jennison (a firm) [2011] EWHC 2363 (Ch): Acting for a firm where a former partner sought a declaration that he retained a valuable equitable share of goodwill after his agreed retirement.

Naomi is regularly instructed by the Official Solicitor as well as by solicitors in private practice on Court of Protection property and affairs matters. She has a niche practice advising in relation to estates which contain business interests, particularly partnerships.

Recent Cases:

• Acting for the OS in an application to set up a limited farming partnership structure in circumstances where the attorney applicants were in a position of conflict.
• Acting for the OS in a statutory will application, including a request by the applicants to exclude a party affected by the application.
• Advising a professional deputy subject to a removal application in circumstances where the proposal was the replacement of the deputy with a trustee and where the jurisdiction of the COP was questionable because of the potential future capacity of a minor P.
• Acting for the OS in an application to approve the conversion of director’s loans to shares.
• Disputing appointment of deputy in circumstances where deputy was involved in production of potentially invalid will for P.
• Acting for the OS in an application concerning a gift of a beneficial interest in property by an incapacitated minor P and the making of gratuitous care payments.
• Acting for a lay deputy with a conflict of interest arising out of an executorship.

Naomi is frequently instructed in contentious probate and family provision claims and regularly deals with disputes about administration of wills and trusts and wills (including removal of trustees and personal representatives and breaches of duties).  She also deals with associated professional negligence issues. Naomi has particular expertise in dealing with those estates or trusts which contain an interest in a partnership or assets used by a partnership.

Recent Cases:

• Acting for the beneficiaries under a will to recover the assets of a substantial estate taken by the administrator.
• Acting for an executor in a professional negligence claim against his solicitors who caused an overpayment to be made to beneficiaries in a potentially insolvent estate.
• Advising executors (including a Canadian executor) in an estate of an executor of a former Lloyd’s name, whose estate included inheritance from that former Lloyd’s name.
• Acting for a co-executor/next of kin in a dispute about the exhumation and reburial of a body.

Reported Cases:

• TWM Trust Corporation Ltd v Attorney General [2010] All ER (D) 139 (May): Acting for an unincorporated association claiming that it could take a gift in a will to an association with an altered name as the new association carried on the same purposes.

Naomi has significant experience of dealing with non-contentious administration and construction issues relating to trusts and estates. Naomi has particular expertise in dealing with those estates or trusts which contain an interest in a partnership or assets used by a partnership.

Recent Cases:

• Acting for professional administrators in a multi-million pound, cross-border, estate containing numerous business interests.
• Acting for the executor / trustee of multiple partners in a potentially insolvent partnership which had continued to use the deceased partners’ assets for a number of years.
• Acting for minors on sale of French ‘trust’ property.
• Advising as to the construction of a homemade will, drafted to deal with the insolvency of a beneficiary.
• Advising as to the distribution of an estate in circumstances where the validity of a foreign marriage was in question.

Naomi also acts and advises in a range of commercial chancery claims, particularly joint ventures, unfair prejudice petitions and shareholder disputes, where she is able to bring her commercial and partnership expertise to bear.

The partnership disputes in which Naomi acts are regularly dealt with by way of arbitration. She has significant experience of acting in and advising in respect of arbitral proceedings, as well as associated court hearings.