Advisory Opinion:
2084
Year Issued:
2004
RPC(s):
ABA Informal Op. 973, ABA Formal Op. 95-392, RPC 1.7, 5.4
Subject:
Services of company’s legal department to be shared among several other companies
First Issue:
The inquirer asks whether or not a lawyer may work for more than one unrelated corporation as in-house counsel.
Answer:
Yes. Essentially the lawyer will have as many corporate clients as corporations the lawyer is representing. So long as one corporation is not making a profit by "renting out" the lawyer’s services, and the RPC`s are followed (e.g., conflicts of interest between the corporations), this arrangement appears not to violate the RPC`s. See ABA Informal Op. 973, ABA Formal Op. 95-392, RPC 1.7 and 5.4.
The lawyer should also take care in any circumstance that would involve joint representation of various clients to insure that the RPC`s are not violated and that any joint representation is confirmed in writing. The lawyer must withdraw from any representation that will result in a conflict that can not be waived.
Analysis:
ABA Formal Op. 95-392 addresses primarily the following issues:
1. A non-lawyer making a profit on a lawyer`s services (i.e., by collecting fees for the attorney`s work above and beyond the salary paid by the corporation). This may happen when the corporation "rents" the lawyer to other clients or when a court awards attorney`s fees beyond what the corporation paid for the attorney`s services.
2. A lawyer`s independent judgment may not be compromised by a non-lawyer (the corporation). See, ABA Model Rule 5.4 and Washington’s RPC 5.4.
So long as the representation proceeds without a non-lawyer making a profit and in a "conflict-free" manner, there does not appear to be any problem with an in-house lawyer representing more than one corporation.
Second Issue:
The inquiring lawyer also asks what the wording of the letterhead may be when the lawyer corresponds on behalf of the corporations.
Answer:
The letterhead must comply with Title 7of the RPCs. Note particularly that RPC 7.1 and 7.5 state that the letterhead may not be false or misleading. The committee does not usually opine about the appropriateness or legality of specific wording of letterhead, including the appropriate designation for an individual in the letterhead, and declines to do so here.
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