Opinion 93-29
(March 1994)

The inquirer's law firm operates as a professional corporation. One attorney/shareholder functions as the only officer of the corporation and two staff attorneys are employed by the professional corporation. The law firm maintains a primary practice in one city, and has satellite offices in three other locations in the Commonwealth of Pennsylvania. One of the staff attorneys is responsible for servicing clients in the three satellite locations. The inquirer wishes to create a second professional corporation to be owned by this staff attorney and the first professional corporation, solely with respect to business generated in the three satellite locations. The attorneys employed in the existing professional corporation will also be employed in the proposed professional corporation, with the two corporations operating at the same time under different names.

It is the opinion of the Committee that nothing in the Pennsylvania Rules of Professional Conduct prohibits this arrangement. The proposed arrangement may, however, complicate fulfillment by the lawyers of duties under a number of provisions of the Rules. They will be required to assure compliance, as to both firms, with the conflict of interest provisions of Rules 1.7, 1.9, and 1.10, as well as the requirements of Rule 7.5 relating to firm names and letterheads. They should also be aware of the application to the proposed arrangement of the provisions of Rule 7.1 prohibiting misleading communications about the lawyers or the lawyers' services. Moreover, they should consider whether adequate disclosure of the two-firm relationship can be made to clients to comply with the consent requirement of Rule 1.6(a) for disclosure of confidential information. Finally, Rules 5.1 and 5.3 regarding the duty of a partner to supervise others in both firms should not be overlooked.

This opinion does not address other legal issues such as liabilities which may arise in the circumstances of the proposed arrangement.

The Philadelphia Bar Association's Professional Guidance Committee provides, upon request, advice for lawyers facing or anticipating facing ethical dilemmas. Advice is based on the consideration of the facts of the particular inquirer's situation and the Rules of Professional Conduct as promulgated by the Supreme Court of Pennsylvania. The Committee's opinions are advisory only and are based upon the facts set forth. The opinions are not binding upon the Disciplinary Board of the Supreme Court of Pennsylvania or any other Court. They carry only such weight as an appropriate reviewing authority may choose to give it.