Can a lawyer who works full-time as out-of-state corporate general counsel keep an office and his name on a Florida firm's letterhead?

Plain-English summary

A Florida Bar member took a position as general counsel to a nationally known corporation, with offices principally in New York City and occasionally in a metropolitan Florida community. He moved his home to New York but planned to handle a limited number of legal matters on monthly visits to Florida. He asked whether he could continue to maintain an office in his present firm's suite and keep his individual name on the firm stationery; his family name would remain in the firm name because of relatives in the firm.

The committee treated the private practice as relatively inconsequential, stemming mainly from a desire to handle pending matters and matters of importance to long-standing clients, so that he would serve for all practical purposes as a full-time corporate employee with only incidental non-corporate work. Distinguishing its withdrawn Opinion 66-19 (which addressed the converse situation of a bona fide private practitioner who was not a full-time employee), the committee concluded, three members dissenting, that there was no impropriety in maintaining the office and listing his individual name on the firm letterhead, because the small amount of private practice could not alter his essential status as a corporate employee. The committee added that the general-counsel position could not be used for solicitation or to feed business to the former firm, though it noted that was not the inquirer's intention.

Currency note

This opinion was issued in November 1967, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct, and before the 1977 Bates v. State Bar of Arizona decision reshaped lawyer-advertising restrictions. It applied the former Canon 27. Firm names and letterheads are now addressed by Rule 4-7.21 of the Rules Regulating The Florida Bar. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific requirement mentioned here. The opinion it distinguished, 66-19, has since been withdrawn.

Common questions

Q: Can a lawyer who has gone in-house keep his name on his old firm's letterhead?

A: On these facts, yes. The committee allowed a lawyer who served full-time as corporate general counsel, doing only incidental private work, to keep his individual name on the firm letterhead, because the small private practice did not change his essential status as a corporate employee.

Q: Were there limits on the arrangement?

A: Yes. The committee stated that the general-counsel position could not be used for solicitation or for feeding business to the former firm.

Q: Why did three committee members dissent?

A: The opinion records three dissents but does not set out their reasoning.

Background and rules framework

The opinion applied the former Canon 27, which governed advertising and publicity, including listings on firm letterhead. Firm names and letterheads are now addressed by Rule 4-7.21 of the Rules Regulating The Florida Bar; the Model Rule analogue for communications about a lawyer's services is Rule 7.1.

Citations and references

Rules of Professional Conduct:

• Canon 27 [Canons of Professional Ethics; see current Rule 4-7.21 on firm names and letterheads]

Other opinions cited:

• Florida Opinion 66-19 (since withdrawn)

See also

• FL Bar Ethics Op. 68-58: Professional Association Name and Nonlawyer Retirement Plan
• FL Bar Ethics Op. 70-62: Delegating Tasks to Nonlawyer Staff

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-67-38/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-67-38-1.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

FLORIDA BAR ETHICS OPINION
OPINION 67-38
November 27, 1967
Advisory ethics opinions are not binding.
A member of The Florida Bar who is employed by a nationally known corporation as general counsel in New York City but plans to handle a limited number of legal matters on monthly visits to Florida, may continue to maintain an office in the suite of his present firm and to continue a listing of his individual name on the firm stationery.
Note: Lawyer advertising rules are now in Rules Regulating The Florida Bar 4-7.11 through 4-7.22.
Canon: 27
Opinion: 66-19
Chairman MacDonald stated the opinion of the committee:
A member of The Florida Bar has been employed by a nationally known corporation in a capacity of general counsel, and will serve in that capacity with offices principally in New York City and on occasion in a metropolitan Florida community. He has moved his home from the latter community to New York, but plans to "handle a limited number of legal matters requiring my personal attention" on monthly visits to Florida. In the latter respect he inquires as to the propriety of his continuing to maintain an office in the suite of his present firm, and to continue a listing of his individual name on the firm stationery. (His family name will necessarily remain in the firm name because of the membership in the firm of relatives.) As we understand it, the amount of private practice will be relatively inconsequential, and stems primarily from a desire to handle pending matters and matters of importance to long standing clients. In other words, for all practical purposes this member of The Florida Bar will serve as a full-time corporate employee with only incidental non-corporate employment.
In our Opinion 66-19 [since withdrawn] we indicated that a bona fide private practitioner who was not a full-time employee of the involved entity could not properly categorize himself as general counsel. In this instance we are in effect presented with the converse of that situation. Based upon the particular facts presented, and our understanding above related, this Committee, three members dissenting, concludes that there is no impropriety in the attorney maintaining his former office in the suite of his firm in Florida and listing his individual name upon the firm letterhead, because the small amount of private practice cannot alter his essential status as a corporate employee. Manifestly, the position as general counsel, which we construe for all practical purposes to be a full-time position, cannot be utilized for purpose of solicitation or the feeding of business to his former firm. However, it is evident that this is not the intention of the inquirer.