Bar Rules

Formal Advisory Opinion No. 97-2

Ethics & Discipline / Advisory Opinions / Formal Advisory Opinions / Formal Advisory Opinion No. 97-2

State Bar of Georgia
Issued by the Supreme Court of Georgia
On February 13, 1997
Formal Advisory Opinion No. 97-2


For references to Standard of Conduct 9(c), please see Comment [1] of Rule 7.5.

For references to Standard of Conduct 10, please see Rule 1.10 Comments.

For references to Standard of Conduct 11, please see Rule 7.5(b).

For references to Standard of Conduct 8, please see Rules 7.1 and 7.5(a).

For references to Standard of Conduct 9(a) (trade names), please see Rules 7.1, 7.5(a), and 7.5(e).

For references to Standard of Conduct 9(a) (lawyers practicing together under firm name), please see Comments [1] and [6] of Rule 1.10 and Comment [2] of Rule 7.5(e).

For reference to Standard of Conduct 9(b) (use of name of lawyer-pubic official in firm name), please see Rule 7.5(c).

For references to Standard of Conduct 10, please see Rule 7.5(d).

For references to Standard of Conduct 38, please see Rule 1.10(a).

For references to Standards of Conduct 35-38, please see Rules 1.7, 1.8(c), 1.9, and 2.2.

For an explanation regarding the addition of headnotes to the opinion, click here.

QUESTION PRESENTED:

May an attorney practice in more than one law firm?

SUMMARY ANSWER:

An attorney may practice simultaneously in more than one firm so long as those firms represent different ownership, the public and individual clients are clearly informed, and each firm adheres to all requirements of the Standards governing conflicts of interest and client confidences and secrets.

OPINION:

Correspondent asks whether an attorney may practice in more than one law firm. Correspondent suggests several possible variations, including firms with overlapping partners, firms with different associates, and firms formed for different clients or different purposes. Each potential structure raises different problems under the Georgia Standards of Conduct. In addition to the structural concerns raised by Correspondent, overlapping firms create special problems of conflict of interest and client confidentiality.

Standard 9(c) speaks to multiple structures: "A law firm shall not simultaneously practice law under more than one name." Thus firms composed of the same principals may not form parallel firms for the practice of law, whether by using different associates, or for different practice areas or different clients. Standard 9(c) prohibits only multiple practices by the same "law firm," however. Thus it does not forbid a member of one firm from joining with different principals simultaneously in a different practice or practices. Other Standards recognize and accept nontraditional practice forms. Standard 10 recognizes that "[a] partnership for the practice of law may be composed of one or more individual professional corporations." Standard 11 deals with interstate law firms in which personnel and admissions to practice are distinct from state to state.

The principal problem created by distinct but overlapping practice firms is actual or potential client confusion. The Georgia Standards uniformly protect against any firm structure or designation which creates that possibility. Standard 8 (firm names, printing and publications) and Standard 9(a) (trade names) forbid any "false, fraudulent, deceptive or misleading" usage. Standard 9(a) ties these concerns to client understandings "as to the lawyer or lawyers practicing under that name or to the type of practice in which the lawyer or lawyers are engaged." See also EC 2-11 (same concern more general). Standard 10 adds that "[a] lawyer shall not hold himself out as having a partnership with one or more other lawyers unless they are ... partners." See also Formal Advisory Opinion No. 93-1 ("special counsel" relationship "must be ... identified correctly so that clients and potential clients are fully aware"). In addition, Standard 9(b) prohibits using the name of a lawyer-public official "not actively and regularly practicing with the firm." See also EC 2-11 (same concern more general); Advisory Opinion No. 23 (disclosure requirements for office of multistate firm).

In short, a lawyer's engaging in multiple practices with distinct ownership is not prohibited by the Standards, so long as neither the general public nor any individual client is or may be misled thereby.

The precise steps which each firm must take to avoid being "false, fraudulent, deceptive or misleading" are beyond the scope of this opinion. If a lawyer practices in more than one active firm, he or she may be required to identify those firms in all communications to the general public, together with appropriate distinctions between or among them; and may need to explain to each client or potential client at the outset how that client will or would be served. The client needs to understand who is offering to perform or will perform services, and to whom the client should look for answers or redress in case of any problem.

Participation in simultaneous practices also raises concerns for conflict of interest and client confidences or secrets, arising from the overlapping lawyer's or lawyers' work in another firm or firms. The relevant Standards apply with full force to interrelated practices. Confidences and secrets must be protected regardless of where they were obtained. Individual lawyers are disqualified equally wherever they go. Standard 38 vicariously disqualifies each firm in case of any individual disqualification under Standards 35-37, regardless of which firm's work gives rise to individual disqualification. See also Formal Advisory Opinion No. 93-1 (vicarious disqualification in the similar context of "special counsel").



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