A Non-Lawyer Can't be "Chief" in a Texas Law Firm
In a recent ethics opinion (Opinion 642) the Professional Ethics Committee for the State Bar of Texas has ruled that under the Texas Disciplinary Rules of Professional Conduct, a Texas law firm may not use "officer" or "principal" in the job titles for non-lawyer employees of the firm.
The questions that were placed before the Ethics Committee include:
- May a Texas law firm include the terms "officer" or "principal" in the job titles of the firm's non-lawyer employees?
- May a Texas law firm pay or agree to pay specified bonuses to non-lawyer employees contingent upon the firm's achieving a specified amount of revenue or profit?
The opinion also stated that under the Texas Rules, a Texas law firm is prohibited from "paying or agreeing to pay specified bonuses to non-lawyer employees contingent upon the firm's achieving a specified level of revenue or profit."
However, the opinion clarified, a Texas law firm may pay bonuses to non-lawyer employees after considering the firm's revenue, expenses, and profits. Which means performance-based bonuses for non-lawyer employees cannot be based upon specified revenue generation targets.
The Ethics Committee observed, "If the non-lawyer employees will not, in fact, control operations of the law firm nor own an interest in the firm, then designating these employees as "officers" or " prinicipals" would be misleading and thus violate Rule 7.02(a). The said rule states, "A lawyer shall not make or sponsor a false or misleading communication about the qualifications or the services of any lawyer or firm."
The Ethics Committee also said designation non-lawyers as "officers" or "principals" of Texas law firms could lead to violations of Rule 8.04(a)(3), which prohibits a lawyer from engaging in "conduct involving dishonesty, fraud deceit or misrepresentation."
Since Rule 5.04 prohibits a lawyer in Texas from sharing legal fees with a non-lawyer and from practicing law with an organization if "a nonlawyer is a corporate director or officer thereof," and also from entering into situations where "a nonlawyer has the right to direct or control the professional judgment of a lawyer," the question of a nonlawyer being designated Chief Executive Officer and etc., of a Texas law firm, does not arise.
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