Video Summary:

In this transcript from a video, Andy Gale from Gale & Vallance in Orange County addresses a common question faced by new attorneys who form their own professional law corporations: can they still serve as of counsel to another law firm? He explains the definition of the of counsel role in California, the ethical responsibilities it carries, and important considerations such as conflicts of interest, disclosures, and multiple affiliations. This transcript highlights key points on California attorneys ethics of counsel and offers practical insight for lawyers navigating their career path.

To learn more about how California attorneys ethics of counsel apply when forming law corporations and managing affiliations, check out our detailed article on attorney ethics rules in California.

Please note: this video does not constitute legal advice. We strongly recommend contacting a qualified attorney for guidance specific to your situation.

Transcript: Can You Form a Law Corporation and Still Serve as Of Counsel?

[00:00:07] Introduction

Today I want to talk about a question that comes up more often than you might think, especially for newer attorneys starting their own firms. Recently, I helped a young attorney, John, form his own professional law corporation. Like many entrepreneurial lawyers, John wanted to establish his own brand and legal identity by forming a professional law corporation. But after we completed the formation process, John came back with a thoughtful and very practical question.

[00:00:35] The Question: Can I Still Be Of Counsel?

Now that I have my own law corporation, can I still serve as of counsel to another law firm? That’s a great question, and the answer is yes, with some important caveats. Let’s break it down.

[00:00:45] Definition of Of Counsel in California

In California, an of counsel relationship is not just an occasional consulting arrangement. The state bar defines it as a close, continuing, and regular relationship with a law firm. You’re not a partner or associate, but you are more than just someone who pops in now and then. If you meet that definition, then yes, you can be of counsel to another firm, even if you’re a shareholder in your own professional law corporation.

[00:01:12] Key Considerations for Of Counsel Relationships

Conflicts of Interest

If you’re of counsel to another firm, the state bar often considers you and that other firm to be one and the same for conflict purposes. That means you have to check for conflicts across both entities before taking on any new clients.

Written Disclosures and Consents

If there’s any chance of adverse or overlapping client interests, you’ll need informed written consent from the affected clients.

Public Communications

Your status as of counsel needs to be presented accurately. No puffery or misleading titles. Both your professional corporation and the firm you’re associated with must be clear and consistent about your role.

Multiple Affiliations

Yes, it is possible to be of counsel to more than one firm, but each arrangement needs to meet the same ethical standards and be properly managed.

[00:02:13] Summary

So to summarize, yes, you can form your own professional law corporation and still serve as of counsel to another law firm in California. Just make sure you’re observing the ethical rules around conflicts, disclosure, and the quality of relationship.

[00:02:28] Closing Remarks

You asked, we answered. If you’re an attorney thinking about forming your own professional law corporation, or if you have questions about how to structure these kinds of affiliations, feel free to reach out to our office. I’m Andy Gail, the incorporation attorney. Thanks for watching.

Conclusion: California Attorneys Ethics of Counsel

The role of of counsel provides flexibility for attorneys building their own practice while maintaining strong professional ties with other firms. However, California attorneys must take care to follow the ethics of counsel guidelines, especially regarding conflicts of interest, client disclosures, and accurate representation of their role. By staying compliant with these rules, lawyers can protect their professional reputation and create valuable affiliations that support long-term success.