Come On Man!

In a  ruling earlier this week, the Texas State Bar’s Professional Ethics Committee issued an opinion that says that organizational titles such as CTO indicate that an employee has the power to control “significant areas of the firm’s operations.”  Apparently the feeling around the Texas Bar is that such titles and positions, which also typically carry performance bonuses, amount to doing business and/or sharing fees with non-lawyers.

In the words of that erudite legal commentator Christopher Berman ……. Come On Man!!!!!

Now let me point out that some people I really respect have agreed with this opinion. Craig Ball is a great legal educator and commentator and he was quoted in Law Technology News as saying “The term ‘officer’ suggests corporate leadership, and ‘principal’ suggests ownership or control,” said Ball. “It’s confusing to apply those terms to law firms where such authority is not real, and it’s unethical to vest that authority in laypersons, at least in the Lone Star State.”

First let’s ask the Texans to look at the good ole Oxford English Dictionary.  They have those in Texas right?  I can say that because I live in Looziana and they are scarce indeed down here on the bayou.  The OED defines “officer” as:

  1. A person holding a position of command or authority in the armed services, in the merchant marine, or on a passenger ship.
  2. A policeman or policewoman
  3. A bailiff
  4. A holder of a public, civil, or ecclesiastical office:a probation officer, the chief medical officer
  5. A holder of a post in a society, company, or other organization, especially one who is involved at a senior level in its management:a chief executive officer
  6. A member of a certain grade in some honorary orders.

So does CTO meet definition #5 which says “management” not ownership?  Or is it just confusing as Craig Ball suggests?

Well I’d say neither. The LTN article points out that “CIO and CTO are common titles throughout Big Law and other-sized firms.”  And as one person quoted in the article states “There is a universal use of the title ‘officer,’ including CFO, CEO, CIO, CMO and others,” said Charlotte, N.C.’s Steve Fletcher, CIO at Parker Poe Adams & Bernstein. “To say that those same professional executives couldn’t have ‘officer’ in their titles when working in a law firm is absurd.”

Does anyone in the general public think (or, really, care) that a CIO at a law firm is a senior level executive AND shareholder making corporate decisions for the law firm? And if no one in the legal community …or even the general business community for that matter …. has that opinion, then who exactly is being confused?

The lawyers? The people who make their living understanding the meaning of words and phrases in a business environment?

This is just another example of why business clients don’t trust lawyers to make sensible business decisions and why the public thinks lawyers are just plain silly.

See Berman, op cit.

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One Response to Come On Man!

  1. craigball says:

    In my defense (if I need one), what I said to LTN was used selectively (though not unfairly). Here’s the full quote I supplied:

    “Texas has long and vigilantly resisted anything that smacks of the corporate practice of law as well as any hint there might be fee splitting with non-lawyers. The term “officer” suggests corporate leadership, and “principal” suggests ownership or control. It’s confusing to apply those terms to law firms where such authority is not real, and it’s unethical to vest that authority in laypersons, at least in the Lone Star State. Unlike banks, where every teller seems to be a Vice-President of Currency Disbursement, Texas hews to a conservative–and arguably dated–sense of how to bar the door against corporate practice. At least insofar as the letterhead and the business card–also relics–lawyers must appear to call all the shots at law firms. Whatever we call them, CTOs will run the IT department, and CFOs will hold the purse strings. A rose by any other name still smells like the boss.”

    Do I think it’s an important protection to consumers? Hell, no! But it’s consistent with established Texas practice.

    I think lawyers should do much more to recognize the invaluable contributions of non-lawyer professionals, including giving them titles that demonstrate respect for their skills. IT and business people aren’t less skilled than lawyers; they’re differently skilled.

    That said, there was more afoot in the opinion than was reported, and I think the Bar was right to proceed with care when it comes to fee sharing with non-lawyers. You can wrap all the B-school terminology you want around it; but, the revenue earned by law firms are legal fees. A percentage bonus program too-closely tied to legal fees is an illegal fee sharing arrangement. Change the law, if you disagree; but, until it changes, it has to be enforced as it stands

    Thanks for not calling me a dumbshit outright, Tom. That was kind of you. The parts of the quote used sure made me sound like one. I hope the complete quote puts things in happier context

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