1. TITLE VII and PARTNERSHIP
Partners not covered by Title VII -- are not employees
Decision to promote to partner is covered by Title VII -- “condition of employment” -- Hishon v. King & Spaulding
Is person bona fide partner -- can’t use title simple to defeat coverage

2. Partner or Employee?
“Common Law Test” – Clackamas Gastroenterology Assocs., P.C. v. Wells [123 S.Ct (2003)]:
Can the organization hire/fire or set rules to control the individual’s work?
Does the organization supervise the individual’s work – to what extent?
Does the individual report to someone higher up the organization?
Whether and to what extent is the individual able to influence the organization?
Did the parties intend the individual to be an employee – in contract or agreement?
Does the individual share in the profit/loss and liabilities of the organization?

3. Other Legal Tests
“Economic Realities” Test -- look to factors to determine status:
participation in profit / loss
investment in firm
exposure to liability
partial ownership of firm assets
voting rights
direction and management of firm
“Per Se” approach where firm is corporation
Both were rejected by the Court in Clackamas