Opinion 2068

The inquiring lawyer asks whether it is ethically permissible for a lawyer to go “in-house” with a marketing company to provide legal services to the marketing company’s customers, where the lawyer will be paid a “minimal salary” plus shares in the company (or, as an alternative to receiving shares, the lawyer is given options to purchase shares that may be exercised at a specified time in the future, e.g., upon sale of the marketing firm to another entity).

The proposed arrangement violates RPC 5.4(a), which, with certain exceptions not applicable here, prohibits a lawyer from sharing fees with a non-lawyer. The inquirer is directed to prior informal opinions of this committee, which can be searched through the Washington State Bar Association website (at http://pro.wsba.org/io/search.asp), including Informal Opinion No. 1143 (1988), No. 1483 (1992), No. 1505 (1992), No. 1695 (1997), and No. 1747 (1997). As set forth in these prior informal opinions, the facts underlying this inquiry may also implicate additional ethics rules, including RPC 5.4(b) (prohibiting lawyers from forming a partnership with a non-lawyer if any of the activities of the partnership consist of the practice of law), RPC 5.4(c) (prohibiting a person referring clients to a lawyer from directing or regulating the lawyer’s professional judgment in rendering legal services), RPC 5.5(b) (prohibiting a lawyer from assisting a non-lawyer in performing any activity that constitutes the unauthorized practice of law), RPC 7.2(c) (prohibiting a lawyer from giving anything of value for recommending the lawyer’s services), and RPC 7.3 (prohibiting certain direct contacts with prospective clients). See also RPC 1.8(f), 1.6.

Because the fees for the lawyer’s services would be shared with a non-lawyer in some unspecified way, the structure of the compensation arrangement between the lawyer and the marketing company makes no difference to the outcome of this inquiry. The inquirer has asked other questions, including the legal validity of contracts that violate the Rules of Professional Conduct. The committee does not render opinions on legal issues, and a response to the remaining ethical questions is unnecessary in light of the committee’s opinion on the inquirer’s primary question.

Advisory Opinions are provided for the education of the Bar and reflect the opinion of the Committee on Professional Ethics (CPE) or its predecessors. Advisory Opinions are provided pursuant to the authorization granted by the Board of Governors, but are not individually approved by the Board and do not reflect the official position of the Bar association. Laws other than the Washington State Rules of Professional Conduct may apply to the inquiry. The Committee's answer does not include or opine about any other applicable law other than the meaning of the Rules of Professional Conduct.