This Global Governance Framework Agreement (this "Framework") is entered into as of [EFFECTIVE DATE] by and among:
(1) Olney-Fraser (US) LLP, a Delaware limited liability partnership;
(2) Olney-Fraser (UK, Europe, Canada) LLP, an England and Wales limited liability partnership, serving the United Kingdom, Europe, and Canada;
(3) Olney-Fraser (China, Hong Kong) LLP, a Hong Kong registered limited liability partnership, serving China;
(4) Olney-Fraser (Asia, Aust/NZ, LATAM) LLP, a Singapore limited liability partnership, serving Asia, Australia/New Zealand, and Latin America;
(5) Olney-Fraser (Middle East, Central Asia, Africa) LLP, a DIFC limited liability partnership, serving the Middle East, Central Asia, and Africa
(each, a “Regional LLP,” and together the “Regional LLPs”);
(6) Olney-Fraser Management Limited, a company incorporated in the United Kingdom (the "Management Company"); and
(7) Darren Olney-Fraser, solely in his capacity as the founding Chairman described in Section 2.1 (the "Founder").
The Regional LLPs, the Management Company, and the Founder are each referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Olney-Fraser is a single international law firm built through individual partner recruitment rather than the combination of previously independent firms, and operates through five Regional LLPs, each separately constituted, licensed, and taxed in its own region, but governed as one firm under this Framework;
WHEREAS, each Regional LLP's own partnership agreement incorporates this Framework by reference with respect to the global governance, remuneration policy-setting, shared services, and cross-border matters described herein, while matters of purely local law, local entity governance, and local admission remain governed by each Regional LLP's own partnership agreement;
WHEREAS, the Parties wish to record the composition, election, and authority of Olney-Fraser's global governance bodies, the ownership and functions of the Management Company, and the mechanisms for keeping these consistent across all five Regional LLPs;
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS
1.1 Chairman. means the chairman of Olney-Fraser, being the Founder for the Founder's Term, and thereafter the Partner elected under Section 2.2.
1.2 Founder's Term. means the period of three (3) years beginning on the Effective Date, during which the Founder serves as Chairman under Section 2.1.
1.3 Global Practice Group. means a practice group designated by the Management Committee as operating across more than one Regional LLP, as listed in Schedule A.
1.4 Management Committee. means the committee described in Section 3.
1.5 Partner. means a partner of any Regional LLP, admitted in accordance with that Regional LLP's own partnership agreement.
1.6 Regional LLP Representative. means, for each Regional LLP, the Partner of that Regional LLP elected by its own Partners to represent it on the Management Committee and, separately, on the Remuneration Committee.
1.7 Remuneration Committee. means the committee described in Section 4.
2. THE CHAIRMAN
2.1 Founder as Initial Chairman. The Founder serves as Chairman for the Founder's Term. The Founder's role as Chairman is personal and does not transfer, and the Founder may resign as Chairman by written notice to the Management Committee, in which case Section 2.2 applies to fill the remainder of the Founder's Term.
2.2 Election of Subsequent Chairmen. Following the Founder's Term (or the Founder's earlier resignation or incapacity as Chairman), the Chairman is a Partner of any Regional LLP elected by the vote of all Partners of all Regional LLPs, administered by the Management Company under Section 6.4, for a term of three (3) years. A Partner may not be elected to serve more than one term as Chairman.
2.3 Role. The Chairman chairs the Management Committee and the Remuneration Committee, serves as a director of the Management Company, and represents Olney-Fraser in that capacity, but has no authority beyond that granted to the Chairman under this Framework, the Regional LLPs' own partnership agreements, and the Management Company's constitutional documents.
3. THE MANAGEMENT COMMITTEE
3.1 Composition. The Management Committee is constituted by (a) the Regional LLP Representative elected by the Partners of each Regional LLP, (b) one Partner elected to represent each Global Practice Group by the Partners who belong to it across all Regional LLPs, and (c) the Chairman.
3.2 Authority. The Management Committee is responsible for Olney-Fraser's strategic direction, confirming the admission and expulsion of Partners recommended under each Regional LLP's own partnership agreement, overseeing the Management Company, determining the level of funding each Regional LLP contributes to the Management Company under Section 6.3, and such other matters as this Framework or a Regional LLP's own partnership agreement reserves to it.
3.3 Voting. Each member of the Management Committee has one vote. Except as this Framework otherwise provides, the Management Committee decides matters by simple majority, with the Chairman having a casting vote in the event of a tie.
4. THE REMUNERATION COMMITTEE
4.1 Composition. The Remuneration Committee is constituted on the same basis as the Management Committee under Section 3.1: the Regional LLP Representative elected by the Partners of each Regional LLP for this purpose (who may be a different Partner than the Regional LLP's Management Committee representative), one Partner elected to represent each Global Practice Group, and the Chairman.
4.2 Authority. The Remuneration Committee is responsible for (a) setting and adjusting, uniformly across all Regional LLPs, the Fee Split percentages referenced in each Regional LLP's own partnership agreement, currently fifty percent (50%) for the responsible partner and ten percent (10%) for the referring partner, as recorded in Schedule B; (b) adopting and amending the methodology by which Partnership Bonus Points are determined and translated into a cash entitlement, applied consistently across all Regional LLPs; and (c) remuneration policy generally across Olney-Fraser.
4.3 Local Application. Partnership Bonus Points for a given Partner are awarded by application of the Remuneration Committee's methodology to that Partner's own record, and are funded and paid by the Regional LLP of which the Partner is a member; this Framework does not create any pooling of revenue, profit, or funding between Regional LLPs.
5. REGIONAL AND PRACTICE LEADERSHIP
5.1 Regional Managing Partners. Each Regional LLP elects its own Regional Managing Partner in accordance with its own partnership agreement. Where a Regional LLP's region comprises more than one country (as is currently the case for Olney-Fraser (UK, Europe, Canada) LLP, Olney-Fraser (Asia, Aust/NZ, LATAM) LLP, and Olney-Fraser (Middle East, Central Asia, Africa) LLP), that Regional LLP's own partnership agreement may also provide for one or more Country Managing Partners, elected by the Partners practicing in that country, reporting to the Regional Managing Partner.
5.2 Global Practice Group Leaders. Each Global Practice Group elects a Practice Group Leader by the vote of the Partners who belong to it, across all Regional LLPs, administered by the Management Company under Section 6.4. Schedule A lists the current Global Practice Groups.
5.3 Founding Partners. Subject to applicable law and the relevant Regional LLP's partnership agreement, the Management Committee may appoint a Founding Partner for a jurisdiction until a Regional Managing Partner is elected for that jurisdiction, and a Founding Partner for a practice area until a Practice Group Leader is elected for that practice area. A jurisdictional Founding Partner shall serve as Olney-Fraser's local figurehead; assist in establishing licensed entities and meeting local professional-regulatory requirements; advise on appointments of Partners in that jurisdiction; act as a point of contact between the Management Committee and the Partners; liaise with the Management Committee about Partner Bonuses; and assist in resolving disputes arising in that jurisdiction. A practice-area Founding Partner shall assist in establishing the practice group and recruiting Partners and lawyers; lead Olney-Fraser's work in that practice area; help ensure the firm provides appropriate advice and support to clients; and act as a point of contact between the Management Committee and the Partners in that group. The role carries responsibility and seniority within the firm and the relevant legal profession. For the first three years of appointment, each Founding Partner shall receive the maximum Partnership Bonus Points (100 points) for each Fiscal Year, as provided in the relevant Regional LLP's partnership agreement.
6. STAGGERED TERMS; TERM LIMITS; ELECTION ADMINISTRATION
6.1 General Term. Except for the Chairman (whose term is three (3) years under Section 2.2) and the Founder's Term, elections to the roles described in this Framework, and to Regional Managing Partner, Country Managing Partner, and other roles under each Regional LLP's own partnership agreement, are for a term of two (2) years.
6.2 Staggering and Term Limits. The Management Committee shall stagger elections to these roles so that not all seats turn over in the same election cycle. No Partner may be elected to serve more than one term in the same role, other than the Founder's Term as Chairman.
6.3 Election Administration. The Management Company administers elections that span more than one Regional LLP (the Chairman and Global Practice Group Leaders), including maintaining the register of eligible voting Partners across all Regional LLPs, consistent with Section 7.
7. THE MANAGEMENT COMPANY
7.1 Ownership. The Management Company is owned in equal shares by the five Regional LLPs. No Regional LLP may transfer its shares in the Management Company except to a successor Regional LLP approved by the Management Committee.
7.2 Directors. The directors of the Management Company are the Chairman and the Regional LLP Representative currently elected by each Regional LLP's Partners to the Management Committee under Section 3.1(a).
7.3 Funding. The Management Committee determines, at least annually, the funding each Regional LLP shall contribute to the Management Company, which may be apportioned by reference to each Regional LLP's revenue, headcount, or such other basis as the Management Committee considers fair. Each Regional LLP shall pay its contribution when determined.
7.4 Services. The Management Company provides the following shared services to the Regional LLPs: branding; policies and procedures; technology; client data management; the Global Conflicts Database described in Section 8; new partner recruitment support; compliance; practising certificate administration; advertising and marketing; client acquisition support; practice management systems; accounting services; insurance procurement; administration of remuneration arrangements determined by the Remuneration Committee; and provision of a client-facing artificial intelligence tool under Section 7.4A. The Management Company does not itself practice law, hold client funds, or employ lawyers to provide legal services.
7.4A Client-Facing AI Tool. The Management Company shall develop, maintain, and make available to each Regional LLP a white-labelled version of its client-facing artificial intelligence tool (“askOF”) for use with that Regional LLP's own clients under the Olney-Fraser brand. Each Regional LLP shall adopt and offer the then-current version of this tool to its clients, subject to (a) that Regional LLP's own professional conduct obligations, including as to competence, supervision, confidentiality, and disclosure of AI use to clients; (b) compliance with Section 8 (Global Conflicts Database and Data Transfers) for any client data the tool processes; and (c) the Management Company's technical and risk-management standards for the tool, as updated from time to time. The Management Committee shall periodically review the tool's performance, data handling, and professional-responsibility implications across all Regional LLPs.
7.5 No Cross-Liability. Each Regional LLP is a separate legal entity, separately licensed, financed, and taxed in its own region. No Regional LLP has any liability for the acts, omissions, debts, or obligations of the Management Company or of any other Regional LLP, and the Management Company has no liability for the acts, omissions, debts, or obligations of any Regional LLP, in each case except to the extent otherwise required by mandatory law or separately and expressly agreed in writing.
7.6 No Agency or Apparent Authority. No Regional LLP, and no Partner, shall represent, or has authority to represent, that it or they act as agent for, on behalf of, or in partnership with the Management Company or any other Regional LLP, or make any commitment purporting to bind the Management Company or another Regional LLP, absent the explicit written agreement of the entity to be bound.
7.7 Marketing and Communications Discipline. Each Regional LLP acknowledges that courts and regulators in some jurisdictions have examined whether shared branding, collective communications (such as statements that affiliated firms operate as “one firm”), or coordinated conduct within a multi-entity network could give rise to claims of a single, unified partnership or of apparent authority between the entities, notwithstanding their formal legal separation. Accordingly, in all engagement letters, pitch materials, biographies, websites, and other external communications, each Regional LLP shall accurately identify itself (and not the Management Company or any other Regional LLP) as the contracting party providing legal services in respect of its own engagements, and shall follow the Management Company's guidelines on the use of collective descriptions of Olney-Fraser so as to minimize the risk that the Regional LLPs are treated as a single legal partnership for liability purposes. The Management Company shall use reasonable efforts to ensure that global, regional, and practice group marketing and communications materials it issues are consistent with this principle.
7.8 Cross-Network Claims and Cooperation. If a claim, investigation, or litigation asserts that a Regional LLP is liable for the acts or omissions of another Regional LLP, or that the Management Company or another Regional LLP is liable for the acts or omissions of a Regional LLP, by reason of Olney-Fraser's structure, shared branding, or any related theory (including alter ego, agency, or single-enterprise theories), the Regional LLP concerned shall reasonably cooperate with the Management Company's and any affected Regional LLP's response to that claim, investigation, or litigation, including in gathering facts and preserving relevant records, subject to applicable privilege, confidentiality, and professional conduct rules. Nothing in this Section 7.8 constitutes an admission that any such theory of liability is valid.
7.9 Indemnification for Unauthorized Holding Out. A Regional LLP shall indemnify and hold harmless the Management Company and each other Regional LLP from any loss, liability, or expense arising from that Regional LLP's breach of Section 7.6 or 7.7, including any liability the Management Company or another Regional LLP incurs as a result of that Regional LLP having held out, or having been reasonably understood to have held out, the Management Company or another Regional LLP as a co-obligor on a client engagement without authorization.
8. GLOBAL CONFLICTS DATABASE AND DATA TRANSFERS
8.1 Global Conflicts Database. Because Olney-Fraser operates as a single firm across its Regional LLPs rather than as a network of independently branded firms, conflicts of interest are imputed firm-wide in accordance with Rule 1.10 of the Model Rules of Professional Conduct (or the equivalent imputation rule in the applicable jurisdiction). The Management Company shall operate a single global client and matter database (the “Global Conflicts Database”), and each Regional LLP shall require its Partners to enter new client and matter information into it and clear conflicts against it before undertaking any new engagement. The content of the Global Conflicts Database shall be limited to the categories of information reasonably necessary for conflicts identification (such as client and adverse-party names, matter descriptions, and responsible-partner identity), consistent with data-minimization principles of applicable data protection law, and shall not include substantive case files, work product, or privileged material.
8.2 Cross-Border Data Transfers. Where personal data or client-confidential information is to be transferred between a Regional LLP and the Management Company or another Regional LLP: (a) no such transfer shall occur unless supported by a valid transfer mechanism recognized under the data protection law of the exporting jurisdiction, which may include Standard Contractual Clauses, an applicable adequacy decision, or another recognized derogation; (b) no Party shall rely exclusively on any adequacy mechanism that is the subject of pending legal challenge without a Standard Contractual Clauses or equivalent fallback mechanism also in place; (c) before any client matter data is entered into the Global Conflicts Database or another cross-border system, the responsible partner shall confirm whether applicable professional secrecy rules permit the transfer, and apply any redaction or exception necessary to comply; and (d) each Regional LLP's client engagement letters and privacy notices shall disclose Olney-Fraser's cross-border data handling practices to the extent required by applicable data protection law. The Management Company shall maintain Olney-Fraser's cross-border transfer mechanisms and monitor material legal developments affecting their validity.
9. CROSS-ENTITY REFERRAL FEES
9.1 Scope. This Article 9 governs a referral fee owed when a Partner of one Regional LLP refers a client or matter to another Regional LLP. It does not apply to a referral between Partners of the same Regional LLP, which is governed instead by that Regional LLP's own partnership agreement.
9.2 Referral Fee. Where a Partner of a Regional LLP (the “Referring LLP”) refers a client or matter to another Regional LLP (the “Receiving LLP”), the Receiving LLP shall pay the Referring LLP a referral fee calculated as a percentage of the professional fees (excluding disbursements and taxes) actually received by the Receiving LLP on that client or matter, at the rate the Remuneration Committee sets from time to time and records in Schedule B. The Referring LLP shall in turn account to the referring Partner for that Partner's share under its own partnership agreement.
9.3 Referral Portal. The Management Company shall maintain a referral portal through which Regional LLPs record referrals and through which referral fees under this Article 9 are calculated, based on information the Regional LLPs provide, including matter reference, client name (subject to applicable privacy law), gross fees billed, fees actually received, and the identity of the Referring LLP.
9.4 Payment and Netting. Referral fees are payable monthly in arrears, within fourteen (14) days of the end of each calendar month. Where two Regional LLPs owe each other referral fees in the same month, the amounts may be netted. A referral fee obligation under this Article 9 ceases three (3) years after the date of the first referral of the relevant client.
9.5 Administration Fee. The Management Company acts as a clearing house for referral fees between Regional LLPs and is entitled to charge an administration fee against referral fees cleared through the portal, at the rate the Management Committee sets from time to time and records in Schedule B.
9.6 Taxes and Audit. All referral fees under this Article 9 are exclusive of applicable taxes; the Regional LLP receiving a referral fee is responsible for any taxes applicable in its own jurisdiction. A Regional LLP may audit another Regional LLP's records relating to a referred matter upon reasonable notice, no more than once every six months.
9.7 Liability Cap. A Regional LLP's and the Management Company's total aggregate liability to another Regional LLP arising out of this Article 9 shall not exceed the total referral fees paid to that Regional LLP in the twelve (12) months preceding the event giving rise to the claim.
10. RELATIONSHIP TO EACH REGIONAL LLP'S OWN PARTNERSHIP AGREEMENT
10.1 Incorporation by Reference. Each Regional LLP's own partnership agreement incorporates this Framework by reference and shall not be amended in a manner inconsistent with this Framework without the prior approval of the Management Committee.
10.2 Order of Precedence. If a Regional LLP's own partnership agreement conflicts with this Framework on a matter this Framework governs (global governance body composition and authority, Fee Split percentage-setting, Partnership Bonus Points methodology, the Management Company, the Global Conflicts Database, cross-border data transfers, and cross-entity referral fees under Article 9), this Framework prevails. On all other matters, including local entity formation, local admission, local liability protection, and local regulatory compliance, each Regional LLP's own partnership agreement governs.
10.3 New Regional LLPs. A new Regional LLP may be admitted as a Party to this Framework on the approval of the Management Committee and the execution of a joinder to this Framework, at which point Schedule A shall be updated and the new Regional LLP's own partnership agreement shall incorporate this Framework on the same basis as the existing Regional LLPs.
10.4 Withdrawal of a Regional LLP. A Regional LLP may withdraw from this Framework, and correspondingly cease to use the “Olney-Fraser” name under its own Sub-Licence, only with the approval of the Management Committee and on terms the Management Committee approves for the orderly transition of shared systems, client matters, and the withdrawing Regional LLP's shares in the Management Company.
11. CONFIDENTIALITY
11.1 Confidential Information. Each Party shall keep confidential all non-public information received from another Party, including from a Regional LLP's participation in, or the deliberations of, the Management Committee or the Remuneration Committee, and shall use such information solely for purposes consistent with this Framework, except as required by law or professional obligation.
12. GENERAL PROVISIONS
12.1 Amendment. This Framework may be amended only with the approval of the Management Committee and the ratification of a majority of the Partners voting in each of at least four (4) of the five Regional LLPs, except that a change to the voting thresholds in this Section 12.1 itself requires ratification by all five Regional LLPs.
12.2 Governing Law. This Framework is governed by the laws of England and Wales, without regard to its conflict of laws principles, reflecting the Management Company's incorporation there; this does not affect the governing law of any Regional LLP's own partnership agreement.
12.3 Dispute Resolution. The Parties shall first attempt to resolve any dispute arising out of this Framework through good faith negotiation within fourteen (14) days of written notice of the dispute. If not resolved, the dispute shall be referred to binding arbitration administered by [ARBITRATION BODY] seated in London, England, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section 12.3 prevents a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction, or from exercising a right of termination or expulsion available to it under this Framework or a Regional LLP's own partnership agreement.
12.4 Entire Agreement. This Framework, together with its Schedules, constitutes the entire agreement among the Parties regarding its subject matter and supersedes all prior discussions or understandings on the subject.
12.5 Severability. If any provision of this Framework is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.6 Notices. All notices under this Framework shall be in writing and delivered to a Party's address of record, or such other address as a Party may designate in writing.
12.7 Counterparts. This Framework, and any joinder hereto, may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
SCHEDULE A — REGIONAL LLPS AND GLOBAL PRACTICE GROUPS
Regional LLPs: Olney-Fraser (US) LLP (Delaware) — Olney-Fraser (UK, Europe, Canada) LLP (England and Wales; UK, Europe, Canada) — Olney-Fraser (China, Hong Kong) LLP (Hong Kong; China) — Olney-Fraser (Asia, Aust/NZ, LATAM) LLP (Singapore; Asia, Australia/New Zealand, Latin America) — Olney-Fraser (Middle East, Central Asia, Africa) LLP (DIFC; Middle East, Central Asia, Africa)
Global Practice Groups: [List, e.g., Corporate/M&A, Disputes, Finance, Real Estate, Employment, Tax, Intellectual Property — to be confirmed]
SCHEDULE B — CURRENT REMUNERATION AND REFERRAL POLICY
Fee Split Percentages (Section 4.2(a)): Responsible Partner 50% / Referring Partner 10%
Partnership Bonus Points Methodology (Section 4.2(b)): [Cross-reference the current Remuneration Committee policy document]
Cross-Entity Referral Fee Rate (Section 9.2): [X]% of professional fees actually received by the Receiving LLP
Referral Portal Administration Fee (Section 9.5): [X]% of referral fees cleared through the portal
Last Reviewed: [Date]
SCHEDULE C — CURRENT OFFICE HOLDERS
Chairman: [Name] — Term: [Start – End]
Management Committee — Regional LLP Representatives: [Name per Regional LLP]
Management Committee — Global Practice Group Representatives: [Name per Practice Group]
Remuneration Committee — Regional LLP Representatives: [Name per Regional LLP]
Remuneration Committee — Global Practice Group Representatives: [Name per Practice Group]
Management Company Directors: [Confirm consistency with Section 7.2]
NOTE: Some of the entities, counterparties and licences contemplated in this agreement may still be in formation, and the agreement may not yet be excuted. It is likely that Founding Partners are still being recruited to enable formation, execution and licensing steps in a jurisdiction to be completed