Can a lawyer who is a corporate director have the firm named in the company's annual report?

Plain-English summary

Earlier Opinions 64-50, 66-19, and 73-10 (all since withdrawn) had taken a restrictive view: a lawyer-director could be listed among a company's directors and, if directors' occupations were listed, be identified as a lawyer, but could not allow his firm to be identified. A member of The Florida Bar pointed to SEC Regulation §240.14a-3(b)(7), which requires an issuer's annual report (accompanying a management proxy statement for an annual meeting electing directors) to identify each director's principal occupation or employment and the name and principal business of any organization by which the person is employed.

The committee agreed that compliance with its earlier opinions would compel members to violate the SEC regulation, and concluded that a lawyer-director may permit his firm, whether a partnership or professional association, to be identified where that is necessary to comply with SEC or other governmental regulations. To that extent, the committee receded from the statements in those earlier opinions prohibiting identification of a lawyer-director's firm.

Currency note

This opinion was issued in 1975, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Code of Professional Responsibility, which has since been replaced. Treat this page as historical context, not current guidance. Verify against current Rules 4-7.13 and 4-7.21 before relying on any specific requirement mentioned here.

Common questions

Q: Can a lawyer-director's firm be named in a corporate annual report?

A: The opinion concluded it may where that identification is necessary to comply with SEC or other governmental regulations, citing SEC Regulation §240.14a-3(b)(7).

Q: Did this change The Florida Bar's earlier position?

A: Yes. The committee receded from Opinions 64-50, 66-19, and 73-10, which had prohibited identifying a lawyer-director's firm.

Background and rules framework

The opinion addressed the limits on identifying a lawyer's firm in a public corporate document, a subject that corresponds to Model Rule 7.1 (communications about a lawyer's services) and Model Rule 7.5 (firm names and letterhead); the current Florida counterparts are Rules 4-7.13 and 4-7.21.

Citations and references

Regulations:

• SEC Regulation §240.14a-3(b)(7) (annual report identification of directors and their employers)

Other opinions cited:

• Florida Bar Opinions 64-50 [withdrawn]; 66-19 [withdrawn]; 73-10 [withdrawn]

See also

• FL Bar Ethics Op. 75-34: Former Judge's Title on Letterhead
• FL Bar Ethics Op. 76-7: Own-Name Practice, Out-of-State

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-75-11/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-75-11-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 75-11
June 25, 1975
Advisory ethics opinions are not binding.
A lawyer serving as a corporate director may use his or her firm name in the corporation's annual report if required by SEC or other governmental regulations.
Opinions: 64-50, 66-19, 73-10
Misc: SEC Regulations §240.14a-3(b)(7)
Vice Chairman Sullivan stated the opinion of the committee:
In Opinions 64-50, 66-19, 73-10 [all since withdrawn], we took a restrictive view regarding the extent to which a lawyer who is a corporate director may be identified in annual corporate reports to stockholders or in other dignified listings of directors. We took the position that such a lawyer-director could allow his name to be listed in a listing of all directors and, if the occupations of the other directors were listed, to allow himself to be identified as a lawyer but that he could not allow his firm to be identified.
The present inquiry from a member of The Florida Bar calls our attention to SEC Regulation §240.14a-3(b)(7) which provides:
Reg. §240.14a-3. (a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule 14A.
(b) If the solicitation is made on behalf of the management of the issuer, and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) shall be accompanied or preceded by an annual report to security holders as follows:

(7) The report shall identify each of the issuer's directors and executive officers, and shall indicate the principal occupation or employment of each such person and the name and principal business of any organization by which such person is so employed.
The inquirer suggests that compliance with our earlier opinions would compel members of The Florida Bar to violate that SEC Regulation and asks us to reconsider those opinions.
We agree with the inquirer and are of the opinion that a lawyer-director may permit his firm, whether partnership or professional association, to be identified where that is necessary to comply with SEC or other governmental regulations. To that extent, we recede from the statements in those earlier opinions prohibiting identification of a lawyer-director's firm.