Can a lawyer be listed as 'General Counsel' on a client company's letterhead and sign letters that way?

Plain-English summary

The Board addressed whether a lawyer who devotes substantial professional time to a client organization may be listed as "General Counsel" (or a similar reference) on the client's letterhead and may sign correspondence on the client's behalf as "General Counsel." The Board treated "General Counsel" as a professional designation (quoting Black's Law Dictionary) that does not itself appear in the Ohio Rules of Professional Conduct but whose use is governed by Prof. Cond. Rules 7.5 and 7.1.

The Board explained that Rule 7.5 bars using a firm name, letterhead, or other professional designation that violates Rule 7.1, and that Rule 7.1 bars false, misleading, or nonverifiable communications about a lawyer or the lawyer's services. Applying those rules, the Board concluded the "General Counsel" designation is proper so long as the communication is truthful. The Board treated the designation as truthful when the lawyer or firm represents the client organization in all or most of its legal matters, devotes a substantial amount of professional time to the organization, and has been given the title by the organization. The Board noted that this conclusion is consistent with prior Advisory Opinion 90-13 under the former Code of Professional Responsibility (DR 2-102(A)(4)), which permitted the designation where the lawyer devoted substantial professional time to the client.

In practice

The opinion holds that, under Ohio Prof. Cond. Rules 7.5 and 7.1 as they stood at the time of the opinion, a lawyer or law firm may both appear as "General Counsel" on a client organization's letterhead and sign correspondence in that capacity, provided the designation is truthful and not false, misleading, or nonverifiable. Per the opinion, the designation is truthful where the lawyer or firm handles all or most of the organization's legal matters, devotes substantial professional time to the organization, and was given the title by the organization. The opinion frames the question entirely as one of truthful communication under the advertising-related rules, and notes its result tracks the Board's earlier treatment under the former Code.

Common questions

Q: Can a lawyer be listed as "General Counsel" on a client company's stationery?

A: The opinion concluded yes, provided the designation is truthful: the lawyer represents the organization in all or most of its legal matters, devotes substantial professional time to it, and was given the title by the organization.

Q: Can the lawyer also sign letters for the company as "General Counsel"?

A: Yes. The opinion concluded a lawyer or firm may use the designation in signing correspondence written on behalf of the client organization, under the same truthfulness condition.

Q: What rule governs the designation?

A: The opinion concluded that the use of "General Counsel" is governed by Prof. Cond. Rule 7.5 (professional designations) read with Rule 7.1 (false, misleading, or nonverifiable communications).

Background and rules framework

The opinion interprets Ohio Prof. Cond. R. 7.5 (firm names and letterheads, which prohibits a professional designation that violates Rule 7.1) and Rule 7.1 (false, misleading, or nonverifiable communications about a lawyer or the lawyer's services) (Model Rules 7.5, 7.1). The Board noted the continuity between this result and prior practice under DR 2-102(A)(4) of the former Ohio Code of Professional Responsibility.

Citations and references

Rules of Professional Conduct:

• Ohio Prof. Cond. R. 7.5 (professional designations); R. 7.1 (false, misleading, or nonverifiable communications) (Model Rules 7.5, 7.1)

Other opinions cited:

• Ohio BPC Op. 90-13 (1990): "General Counsel" designation under former DR 2-102(A)(4)

See also

• Ohio BPC Op. 1987-039: Certified Civil Trial Advocate on Letterhead
• Ohio BPC Op. 1989-011: Nonlawyer Employee Signing Firm Letterhead
• Ohio BPC Op. 1988-019: Firm Name for a Partnership Not in Fact

Source

• Landing page: https://ohioadvop.org/advisory-opinion-index/
• Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/04/Op_09-005.pdf

Original opinion text

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

The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
65 SOUTH FRONT STREET, 5TH FLOOR, COLUMBUS, OH 43215-3431
(614) 387-9370 (888) 664-8345 FAX: (614) 387-9379
www.sconet.state.oh.us

                                   OFFICE OF SECRETARY




                               OPINION 2009-5
                             Issued June 12, 2009

SYLLABUS: A lawyer or law firm may be listed as “General Counsel” or similar
reference on the letterhead of a client organization and may use the designation
in signing correspondence written on behalf of the client organization if the
lawyer or law firm represents the client organization in all or most of the client’s
legal matters, devotes a substantial amount of professional time to the client
organization, and is given the title by the client organization. A lawyer’s or law
firm’s designation as “General Counsel” on the letterhead of a client organization
and use of the designation in signing correspondence written on behalf of the
client organization is proper under Prof. Cond. Rules 7.5 and 7.1, provided the
communication is truthful—not false or misleading or nonverifiable.

OPINION: This opinion addresses a question regarding a lawyer’s use of
“General Counsel” when representing a client organization.

  May a lawyer who devotes substantial professional time to a client
  organization be listed as “General Counsel” or similar reference on
  the client’s letterhead and may the lawyer sign correspondence as
  “General Counsel” to the client organization?

“General Counsel” is a professional designation. “General Counsel” is commonly
defined as “1. [a] lawyer or law firm that represents a client in all or most of the
client’s legal matters, but that sometimes refers extraordinary matters—such as
litigation and intellectual property cases—to other lawyers. 2. The most senior
lawyer in a corporation’s legal department, usu. also a corporate officer.” Black’s
Law Dictionary 374, 75 (8th ed. 2004).

The term “General Counsel” does not appear in the Ohio Rules of Professional
Conduct, but as a professional designation, its use is governed under Prof. Cond.
Rules 7.5 and 7.1.

Prof. Cond. Rule 7.5 states, in part, “[a] lawyer shall not use a firm name,
letterhead or other professional designation that violates Rule 7.1.”
Op. 2009-5 2

Prof. Cond. Rule 7.1 states “[a] lawyer shall not make or use a false, misleading,
or nonverifiable communication about the lawyer or the lawyer’s services. A
communication is false or misleading if it contains a material misrepresentation of
fact or law or omits a fact necessary to make the statement considered as a
whole not materially misleading.”

Applying Prof. Cond. Rules 7.5 and 7.1, a lawyer’s or law firm’s designation as
“General Counsel” on the letterhead of a client organization and use of the
designation in signing correspondence written on behalf of the client organization
is proper provided the communication is truthful—not false, misleading, or
nonverifiable. Communication of the “General Counsel” designation is deemed
truthful when a lawyer or law firm represents a client organization in all or most of
the client’s legal matters, devotes a substantial amount of professional time to
the client organization, and has been given the title by the client organization.

It is noted that a lawyer’s or law firm’s use of the professional designation
“General Counsel” was proper under DR 2-102(A)(4) of the Ohio Code of
Professional Responsibility, which was in effect until superseded by the Ohio
Rules of Professional Conduct, effective February 1, 2007. DR 2-102(A)(4) of
the Ohio Code of Professional Responsibility stated: “A lawyer or law firm may
be designated as ‘General Counsel’ or by similar professional reference on
stationery of a client if the lawyer or the firm devotes a substantial amount of
professional time in the representation of that client.” Accordingly, in past
Advisory Opinion 90-13, the Board advised: “Under DR 2-102 (A) (4), a lawyer
who devotes a substantial amount of professional time to a client may appear on
the client’s letterhead and be designated as “general counsel” or similar
professional reference. The same lawyer may also sign correspondence using a
client’s letterhead, with or without being listed on the letterhead provided there is
a clear designation of the lawyer’s professional status.”1

In conclusion, the Board advises as follows. A lawyer or law firm may be listed
as “General Counsel” or similar reference on the letterhead of a client
organization and may use the designation in signing correspondence written on
behalf of the client organization if the lawyer or law firm represents the client
organization in all or most of the client’s legal matters, devotes a substantial
amount of professional time to the client organization, and has been given the
title by the client organization. A lawyer’s or law firm’s designation as “General
Counsel” on the letterhead of a client organization and use of the designation in
signing correspondence written on behalf of the client organization is proper
under Prof. Cond. Rules 7.5 and 7.1, provided the communication is truthful—not
false or misleading or nonverifiable.

Advisory Opinions of the Board of Commissioners on Grievances and
Discipline are informal, nonbinding opinions in response to prospective or

1 Ohio SupCt, Bd Comm’rs on Grievances & Discipline, Op. 90-13 (1990).
Op. 2009-5 3

hypothetical questions regarding the application of the Supreme Court
Rules for the Government of the Bar of Ohio, the Supreme Court Rules for
the Government of the Judiciary, the Ohio Rules of Professional Conduct,
the Ohio Code of Judicial Conduct, and the Attorney’s Oath of Office.