May a Law Firm Have a Nonlawyer “Officer”

No Managerial Titles for Nonlawyers Allowed

“No,” according to the Professional Ethics Committee for the State Bar of Texas. See Tx. Bar Op. No. 642. In an opinion released during the summer of 2014, the committee concluded: “Under the Texas Disciplinary Rules of Professional Conduct, a Texas law firm may not use ‘officer’ or ‘principal’ in the job titles for non-lawyer employees of the firm.” Id. The committee reasoned as follows:

  • If a firm designates a nonlawyer as the “office manager,” “chief executive officer,” or “chief technology officer,” it suggests that the nonlawyer has the power to control the firm or a significant area of the firm’s operations. The Texas Rules prohibit a nonlawyer from having a controlling or ownership interest in a law firm.
  • Furthermore, if the nonlawyer has no actual control over such operations, the designation is misleading. The Texas Rules prohibit a lawyer from making a “false or misleading” communication about the firm and from engaging in conduct that involves dishonesty or misrepresentation.

The Louisiana Rules likewise prohibit a nonlawyer from owning or controlling a Louisiana law firm. See Louisiana Rule of Professional Conduct 5.4. If the same reasoning were applied to the Louisiana Rules, an identical prohibition would exist here.

I believe, however, that the Texas Bar opinion is misguided and should not be followed in Louisiana. The Louisiana Rules prohibit a nonlawyer from controlling a lawyer’s “professional judgment.” See id. Rule 5.4. Moreover, the Louisiana Rules require a lawyer to supervise the lawyer’s nonlawyer assistants. See id. Rule 5.3. If a Louisiana lawyer employs and reasonably supervises an “office manager,” a “chief technology officer,” or a “chief operating officer,” the lawyer does not violate the rules so long as the nonlawyer is not impairing the lawyer’s “professional” judgment in the handling of client matters. Moreover, a lawyer’s use of such job titles does not suggest, to me anyway, that a nonlawyer has control over the lawyer’s “professional judgment.” In my view, such innocuous titles suggest only subordinate responsibility for administrative aspects of the lawyer’s business operations and are not “false or misleading.”