If an unforeseen emergency – like another pandemic – occurred, would you already have contingency plans in place? If you retired, would the law firm continue operating smoothly? Strategic succession and contingency planning can help you prepare for the future so you can even better serve your clients without disruption.

Contingency planning prepares you for the unknown, the unplanned. Succession planning, on the other hand, is the preparation for a planned exit from the firm (most often retirement). The two go hand-in-hand.

When considering what the future might hold, you must think about the people who will carry the torch in your absence, the core processes that keep business running smoothly, and how to transition work and clients seamlessly.

First-rate players

You can’t plan for the future without planning for those who will succeed you or take over in the event of an unplanned absence. Early identification of star players provides you with time to mold them into stellar leaders and rainmakers. The sooner you start working with these key players, the more time you have available to help shape them into whom the firm needs them to be.

Fundamental processes

Numerous fundamental processes drive every firm. Strategic planning requires identifying those processes and documenting every step, from client intake to closing letters. Process documentation has immediate benefits. New hire onboarding is more efficient, and process documentation helps get everyone in the firm on the same page.

While documenting processes, look for areas of potential improvement and gaps in the firm’s coverage. Ensure that there is a back-up for each task. Should someone suddenly leave the firm, you don’t want to be left in the lurch.

Future transitions

Transitioning work and clients is never easy. The most successful transitions start before retirement is on the horizon and must begin before an emergency is upon the firm. Ensure that every client works with and trusts at least two lawyers in the firm. Clients must be comfortable with your replacement long before you decide to retire.

Train associates to handle every type of matter that comes in. Work side-by-side on the complicated matters and provide them guidance on how to handle the thorniest issues. Then, when you are ready to retire or an emergency arises, they will be prepared to handle the workload.

This type of planning isn’t easy. Keep succession and contingency planning in mind with every decision your firm makes so you – and your clients – don’t have to worry in the future.

For more resources on contingency and succession planning, visit The Missouri Bar’s Law Practice Management Resource Center.

Some had a succession plan in place, but too many did not make any arrangements for their practice. 

“Me? That won’t be me.” Maybe not, but it’s never too early to have a plan in place. 

The following two scenarios represent an unfortunate – but all too common – reality: The lawyers died while managing active practices. Catalina had a plan, while the other lawyer, Ryan, did not. Here’s what happened to their respective clients, cases, finances, and reputations.

Catalina 

Catalina, 54, had a successful solo domestic practice. Catalina and her lawyer friend, Ashley, often discussed ideas for improving their practices, as well as balancing professional and family responsibilities. When Ashley suggested they appoint each other as successor trustees under Rule 5.26 – to take over in the event of their deaths – Catalina responded like most lawyers: “It’s too soon.” 

Ashley persisted; Catalina soon not only designated Ashley on her annual enrollment statement, but also looked at planning guides on The Missouri Bar website. Catalina’s accessible records soon included regularly updated lists of clients and their cases. She had names, addresses, phone numbers, email addresses, and contact information for each client’s authorized contacts. Catalina and Ashley set up systems to track their case timelines, and they made notes explaining their various practice systems. They wrote instructions for where the other could find all client and case material, both electronically and physically. They created digital checklists – email account information, cloud-based billing and accounting systems, website domain, password manager, online banking, credit card accounts, and more. 

Catalina and Ashley also separately created folders for tax records, payroll, employee benefit plans and insurance policies, post office box information, leases for equipment, and office space. Catalina’s operating and trust accounting records were kept separate, and she made notes to allow her prospective trustee to easily locate all fee agreements; billing records; checks; deposit slips; transaction journals; client ledgers; reconciliations; expenses and invoices; and third-party payment records. 

Last year, after a brief illness, Catalina died. Ashley preserved Catalina’s reputation for caring for her clients. Ashley made sure all clients got their files and helped find other lawyers to help. She easily received trust account authority to transfer unearned advance fees to clients. Ashley contacted the Office of Chief Disciplinary Counsel for assistance in winding down the practice and was provided resources to assist. Ashley also notified the Supreme Court of Missouri of Catalina’s death. 

Catalina and Ashley planned for the worst. Last year, the worst happened, but Catalina’s clients and reputation survived.

Ryan 

Ryan, 32, also became sick last year. He too had an active solo practice. He too had a friend who suggested naming each other as trustees. But Ryan’s friend didn’t persist, and Ryan never got around to it. 

When Ryan became sick, his friend was too busy to help, and no lawyer stepped up to take over Ryan’s practice. Ryan’s clients didn’t know why they couldn’t reach him, and several clients eventually sent complaints to the OCDC. 

After the OCDC determined no trustee was designated to wind down Ryan’s practice, that office contacted local lawyers, the local bar association, and the presiding judge seeking volunteers to serve as trustees. A decision also needed to be made in conjunction with Ryan’s estate whether compensation would be paid to the trustees. Once two lawyers agreed to serve, the presiding judge in Ryan’s circuit appointed the two “volunteers” to wind down the practice, pursuant to Rule 5.26. 

Unfortunately, Ryan’s office and files were disorganized. For the last few years, Ryan did not have any support staff practice to assist with providing passwords and banking and filing system information to the trustees. By the time the two volunteers worked their way through Ryan’s files and systems, his former clients were frustrated and angry. Ryan had left his trust accounting records in disarray, and reconciliations could not be located. Ryan’s wife knew little about the practice; she did not have passwords or account numbers, she didn’t understand Ryan’s case filing system, and she believed the money in the trust account would become part of Ryan’s estate. 

The presiding judge accurately told the trustees that the OCDC would help them through the process. The OCDC guided the trustees through the process, and the Office of State Court Administrator provided a list of Ryan’s pending cases. Some – but not all – of Ryan’s current clients were located, and the appointed trustees returned those files. The trustees also located some former clients, and – for a while – were stuck holding those files, in the same way that Rules 4-1.15 and 4-1.22 would have required Ryan to maintain the files. Eventually, after multiple efforts, the trustees delivered the remaining files to the OCDC, where they will be stored for the remainder of the file retention period. 

At the conclusion of winding down Ryan’s practice, a final report was provided to the appointing court and the trustees were released. 

Ryan did not make a succession plan, and it resulted in stress and chaos for his clients and surviving spouse. Before his illness, Ryan never had a disciplinary complaint. His peers respected him. This preventable situation tarnished his reputation. 

Resources 

Every lawyer, especially solo and small firm practitioners, should have a plan in place in case they become ill or die. The Missouri Bar offers several resources to help lawyers create succession plans at MoBar.org/LPM. Lawyers can also refer to Supreme Court Rule 5.26, Rule 4-1.22, and Rule 4-1.15 for more information when developing a plan.

Succession planning is all about leaving a legacy. Lawyers who built their firms from the ground up and who contributed blood, sweat, and tears to the firms deserve to leave their marks. Leaving your legacy requires years of strategic planning and decision making. 

When considering your legacy, you must think about the people who will carry the torch once you retire, the core processes that keep business running smoothly, and how to successfully transition work and clients to those who follow in your footsteps. 

First Rate Players: You can’t plan for succession without planning for those who will succeed you. Early identification of star players provides you with time to mold them into stellar leaders and rainmakers. The sooner you start working with these key players, the more time you have available to help shape them into whom the firm needs them to be. 

Fundamental Processes: Every firm is driven by numerous fundamental processes. Leaving a legacy requires identifying those processes and documenting every step in that process, from client intake to closing letter. Process documentation has immediate benefits. New hire on-boarding is more efficient, and process documentation helps get everyone in the firm on the same page. 

While documenting processes, look for areas of potential improvement and gaps in the firm’s coverage. Ensure there is a backup for each task. Should someone suddenly leave the firm, you don’t want to be left in the lurch. 

Future Transitions: Transitioning work and clients is never easy. The most successful transitions start before retirement is on the horizon. When possible, ensure that every client works with and trusts at least two lawyers in the firm. Your clients must be comfortable with your replacement before you decide to retire. 

Train associates to handle every type of matter that comes in. Work side-by-side on the complicated matters and provide them guidance on how to handle the thorniest issues. Then, when you are ready to retire, they will be ready to handle the workload. 

Succession planning isn’t easy. It requires strategic planning and must be kept in mind with every decision your firm makes. It is never too early to start planning for retirement. 

Missouri Bar members can access white papers, checklists, and charts related to succession planning and process documentation, including the Planning Ahead Guide, at mobar.org/LPM.   

Members can also email their questions to or set up a one-on-one remote consultation with Affinity Consulting Group. 

Open
In this section of the website, members will find technology checklists, purchasing guides, tips for finding the best deals on legal technology, and links to Missouri Bar member benefits, including discounts on services and products. Members will also find a guide for starting a law practice and a new lawyer’s guide to the bar.

Build
Tools for marketing, advertising, navigating social media, earning referrals, and, of course, links to articles and relevant ethics opinions on these topics are located under this section. We worked to think of everything bar members may need in one spot, so it’s easy to find, and easy to use.

Manage
This is the most densely populated area of the site, with helpful checklists and whitepapers on practice management; time billing and accounting; documents; e–filing; technology; time management; hiring and firing; working with clients; and limited scope representation. There are also comparison charts to help lawyers navigate software and technology options.

Protect
Lawyers have an ethical obligation to protect client data, and with so many devices being used to access and consume client and matter information, protecting it can be overwhelming. Lawyers owe it to their clients, employees, and law licenses to check out this section. Here, members will also find information for disaster preparedness, cybersecurity planning, and more.

Wind Down
Whether members are closing their practices and planning for retirement or merging law offices for a new venture, in this section of the website they will find helpful checklists to makes sure they have left no stone unturned. Succession planning checklists and guidelines live here, too – and it is never too early to start planning.

Ask an Expert
The resources don’t stop there. If bar members don’t find what they are looking for, they can email Affinity Consulting any question about the management and technology at their firms. While Affinity Consulting can’t provide legal advice, their experts can connect lawyers with the tools and re-sources to help open, operate, and wind down their practices.

Members can also schedule a short consultation with one of Affinity Consulting’s consultants. Best of all? These services are included in your Missouri Bar membership. No extra fees, and no separate login; just the resources Missouri Bar members need to make good decisions and run a successful law practice.

The Law Practice Management Center can be Missouri Bar members’ go-to resource for all their law office management and technology needs. Get started at MoBar.org/LPM.

Endnotes

1 As a Missouri Bar member benefit, lawyers can speak with Affinity Consulting experts regarding legal technology and law practice management questions. At no cost, Missouri lawyers can email their question to an expert or schedule a one-on-one, remote consultation. Learn more at MoBar.org/LPM.

Sandra J. Colhour is assistant legal ethics counsel for the Advisory Committee of the Supreme Court of Missouri.

A departing lawyer and the lawyers remaining at a firm have ethical and legal obligations to firm clients and to each other, and both the firm and departing lawyer have legitimate business interests in the future practice of law. These duties and interests may be difficult to harmonize.

Understanding relevant ethics obligations is a necessary step in reconciling lawyers’ departure-related duties, but it does not end the inquiry. Where ethics rules are silent, applicable law may impose duties. What the ethics rules permit, applicable law may limit or proscribe, particularly when it comes to the timing of communication with the firm and its clients and the copying or removal of firm property, intellectual or otherwise.³ Private law firms are businesses, and lawyers must carry out their ethics obligations in conformance with their fiduciary duties, valid obligations in their employment or partnership agreements, and the applicable law of partnership, agency, property, contracts, and unfair competition. While these legal parameters are important, this article focuses exclusively on the ethics obligations of Missouri lawyers.

Required reading for Missouri lawyers leaving their firms, and the attorneys remaining behind, is the 1997 lawyer disciplinary case In the Matter of Cupples.⁴ In reprimanding a lawyer for pre-departure misconduct, the Supreme Court of Missouri dispensed specific directives to lawyers about their fiduciary duties, the obligation to protect the interests of clients, and the necessity of honesty and fair dealing when a firm and one or more of its lawyers go their separate ways.

In addition to examining Cupples I, the prudent lawyer facing a departure from a firm will proceed in light of other ethics obligations in the Rules of Professional Conduct, as well as duties under applicable law, seeking additional guidance if warranted. What follows is an ethics roadmap for Missouri lawyers, both those leaving their firms and those staying behind in the wake of an associate’s or partner’s departure. Disputes and disciplinary concerns are minimized when lawyers abide by four categories of departure-related ethics obligations: (1) communicating notice; (2) ensuring competent and continuous representation; (3) protecting confidentiality and resolving conflicts of interest; and (4) avoiding misconduct.

Communicating Notice

Clients must receive prompt communication about material changes in the circumstances

of their representations. The Court in Cupples I made it clear that clients are not lawyers’ “merchandise” and cannot be bought or sold, that they have the right to choose who will represent them, and that in civil cases this right is “near absolute.”⁵

The Rules of Professional Conduct protect this right. Rule 4-1.16, Declining or Terminating Representation, requires a lawyer to take steps to withdraw if the lawyer is discharged by the client.⁶ A client can discharge a lawyer “at any time, with or without cause.”⁷ With slender exception, lawyers in Missouri are prohibited by Rule 4-5.6 from offering or signing a partnership, shareholder, or employment agreement that restricts the right of a lawyer to practice after termination of the relationship, in part because such agreements limit the freedom of clients to freely choose counsel.

When a lawyer leaves a law firm, whether voluntarily or involuntarily, timely notice to the client about changes in the circumstances of the representation is critical to the client’s right to choose its own counsel.⁸ A lawyer is required by Rule 4-1.4 to communicate adequate information to allow a client to make informed decisions about the representation. The Court in Cupples I issued specific directives about who should issue the notice and to whom, as well as the notice’s purpose, content, and format.

From Whom Notice Must Be Given

Communication with clients is the responsibility of both the departing lawyer and the law firm.⁹ A failure in this duty by either responsible party may justify discipline.¹⁰ To protect the interests of clients, departing lawyers and their firms should make every effort to cooperate in issuing the communication jointly.¹¹ If circumstances will not allow for joint notice, both the firm and the departing lawyer retain the obligation to ensure clients receive proper notice.¹² A law firm is not permitted to prohibit a departing lawyer from promptly notifying clients, even if the lawyer’s departure is abrupt or due to termination of employment by the firm.¹³ Clients must be notified of a material change in their representation regardless of whether the change is occasioned by the departure of a partner, associate, or an attorney affiliated with the firm “of counsel.”¹⁴ Subordinate lawyers are bound by the Rules of Professional Conduct, and neglect of the well-established professional duty to communicate adequately with clients may result in discipline, even if the subordinate lawyer is acting at the direction or insistence of other lawyers at the firm.¹⁵

The Rules of Professional Conduct do not address whether a lawyer must notify the firm of an impending departure before notifying clients. Because firm lawyers have a fiduciary duty to treat each other fairly and honestly,¹⁶ most ethics advice strongly encourages lawyers to notify the firm of an impending departure before notifying clients.¹⁷

To Whom Notice is Required

Notice of a lawyer’s departure from a firm need not be given to former clients of the departing lawyer or to all clients of the firm. Notice is to be provided to current clients for whom the lawyer has provided “material representation,” for it is those clients for whom the lawyer’s departure occasions a “material change” in the circumstances of the representation.¹⁸ Other ethics advice describes the proper recipients of notice as clients with whom the departing lawyer has had “significant client contact.”¹⁹ Because of the importance of providing clients with notice, it is advisable in a questionable case to err on the side of caution by informing the client.²⁰

A departing lawyer who has not yet left a firm should exercise caution in unilaterally notifying other clients, such as former clients or clients for whom the departing attorney has not provided material representation. While a departing lawyer is still associated in a firm, unilateral communication about the departure issued by the lawyer to firm clients under circumstances in which communication is not required by Rule 4-1.4 or the guidance in Cupples I may raise concerns by the firm that a lawyer is attempting to solicit firm clients in violation of a lawyer’s fiduciary duty to the firm.²¹

Purpose and Content of Notice

The primary purpose of the notice is to obtain the client’s informed direction as to whether the client wishes to be represented in the matter by the law firm, the departing attorney, or new counsel of the client’s choosing.²² If the departing lawyer or firm is unable or unwilling to continue the representation post-departure, the client should be so informed, and the remaining available options for representation should be offered to the client.²³ The communication should be professional in nature and content and should not attempt to influence a client’s choice of counsel.²⁴ Client notice of this nature has long been an ethics obligation in Missouri.²⁵

Other jurisdictions provide guidance that lawyers’ departure-related notice to a client should not disparage the departing lawyer or law firm or urge termination, should be carefully worded and narrowly circumscribed, should balance the duty to protect client freedom with the departing lawyer’s duty not to undermine the duty of loyalty owed to a firm, and should contain no false or misleading information.²⁶

Notice should be timed to serve the client’s best interest rather than the interests of the departing lawyer or firm.²⁷ If a lawyer’s departure will require withdrawal from the representation, Rule 4-1.16(d) requires that a client’s interest be protected to the extent reasonably practicable, including the giving of reasonable notice to the client to allow the client time for employment of other counsel.

Lawyers should take care to ensure information in the notice is truthful and does not misrepresent either side’s ability to represent the client under the changed circumstances. Notice to clients that is dishonest, fraudulent, deceitful, or contains misrepresentations runs afoul of Rule 4-8.4(c).

If a client contacts the firm or departing lawyer for additional information about a lawyer’s departure or its impact on the client’s representation, lawyers should provide what is reasonably necessary to assist the client in making an informed decision.²⁸ Responses to client inquiries should reiterate the client’s right to freely choose its own counsel.²⁹ Departing lawyers should be mindful of what one jurisdiction described as a “hazy border” between ethically required communications and those violating other law.³⁰ The Court in Cupples I opined that while a lawyer is affiliated with a firm, the lawyer’s fiduciary duty includes not putting self-interests before the interests of the partnership, not competing with the firm, and not soliciting clients before withdrawing from the firm.³¹

Even when ethics obligations to clients have been met by a lawyer pre-resignation, any post-departure solicitation of clients of a lawyer’s former firm must comply with Rule 4-7.3, Direct Contact with Prospective Clients. Although a lawyer’s fiduciary duty to the firm does not prohibit post-resignation competition with the former firm, lawyers should be mindful that applicable law may limit solicitation of firm clients. A lawyer who has left a law firm and provides false or misleading information to firm clients, or wrongfully uses the firm’s client list to contact clients in an effort to persuade them to change firms, may prompt claims at law by the firm.³²

Format of Notice

The Court in Cupples I left open the format required for notice to clients when a lawyer leaves a firm. The notice may be written, personal, or “by some other means,” provided it is “professional in nature and content,” avoids solicitation, and assists the client in exercising its right to choose its counsel.³³

Given the Court’s pointed warning in Cupples I that a lawyer or firm’s failure to fulfill its duties to clients in this context may justify disciplinary action, lawyers are advised to notify clients in writing.³⁴ Written notice provides a record of the fact, timing, nature, and content of the notice.³⁵ A writing permits time for due care in crafting language to address client interests and simultaneously to comply with lawyers’ fiduciary duties to each other while associated in a firm.

If exigent circumstances require personal or telephone notice to protect a client’s interests, a follow-up writing reiterating the client’s right to choose counsel is recommended.

Ensuring Competent and Continuous Representation

Law firms and departing lawyers should cooperate to ensure client representation is competent and continuous throughout the transition. When a client chooses to be represented by a lawyer who is part of a law firm, both the individual lawyer representing the client and those at the firm with managerial authority have duties to the client imposed by the Rules of Professional Conduct.³⁶ Rule 4-1.1 requires competent representation of the client, and Rule 4-1.3 requires that the representation be provided with diligence. Rule 4-5.1 requires partners and other supervisory lawyers in a firm to make reasonable efforts to ensure the firm has polices in place assuring all lawyers within the firm provide competent and diligent representation and comply with all other duties in the Rules of Professional Conduct. The rule further requires lawyers in a firm with direct supervisory authority over another lawyer to make reasonable efforts to ensure the supervised lawyer complies with the rules, and under certain circumstances, a managerial lawyer can be responsible for misconduct of a lawyer under the manager’s supervision.³⁷

Departing lawyers and the firms they leave behind must cooperate to ensure an orderly transition of client matters when a lawyer departs from a firm.³⁸ In addition to their mutual duty to provide appropriate notice to clients, both firms and lawyers leaving firms have duties to ensure client files are maintained in accordance with Rule 4-1.22 or transferred appropriately, to withdraw in accordance with Rule 4-1.16 from representing clients who discharge them or for whom they cannot continue representation, and to make sure the tasks are carried out competently and professionally.³⁹

Files of Departing Attorney’s Current and Former Clients

In exercising their right to choose who will continue to represent them, clients are entitled to direct attorneys or firms to transmit their original files to counsel of choice.⁴⁰ The firm must honor the client’s directions, even if fees are owed to the firm.⁴¹ Notice to a current client about a lawyer’s impending departure should explain that a client’s original file will remain with the firm until or unless the client elects to be represented by the departing attorney or new counsel.⁴²

The files of a departing attorney’s former clients should remain with the firm unless the firm and departing attorney agree otherwise and former clients grant informed consent to the transfer of the files to the custody of the departing lawyer.⁴³

To fulfill the mutual duties of the departing attorney and the law firm to provide competent and diligent representation to the client during the transition period, attorney work product should remain in the client file.⁴⁴ The departing attorney and firm should cooperate to ensure access by the client’s chosen counsel to complete information about upcoming deadlines and other information necessary to protect the client’s interests during and following the transition.⁴⁵

Once a client exercises its choice, other attorneys of record must promptly withdraw from the representation in accordance with Rule 4-1.16, Termination of Representation. Prompt efforts to protect the client’s interest upon termination as required by Rule 4-1.16(d) include relinquishing the original client file, refunding any advance payment of fee or expense that has not been earned or incurred, and taking all other reasonably practicable steps to protect the interest of the client.

In the event of a law firm dissolution, lawyers are required by Rule 4-1.22, Retaining Client Files, to make reasonable arrangements for the maintenance of client files. Clients must be given contact information that will enable them to exercise their right to obtain their files in the future.

Dispute Over Fees Between Departing Attorney and Former Firm

A dispute about fee division must not be permitted to interfere with prompt distribution of a client’s undisputed funds as required by Rule 4-1.15 (Trust Accounts and Property of Others) and Rule 4-1.16 (Declining or Terminating Representation).⁴⁶ A fee dispute between a firm and departing lawyer often centers around the proper division of a contingency fee when a lawyer leaves a firm before a matter is concluded. If a firm’s partnership, shareholder, or employment agreement is silent on the issue, applicable law will govern. Rule 4-1.5(e), which addresses division of fees between lawyers not in the same firm, does not regulate or prohibit the division of fees to be received in the future for work carried out while lawyers were previously associated in a firm.⁴⁷ If lawyers who are no longer in the same firm jointly enter into a new agreement with a client to provide representation, the lawyers must comply with Rule 4-1.5(e) in dividing the fee.

A lawyer and firm who are unable to resolve a dispute over fee division may consider contacting the Lawyer-to-Lawyer Dispute Resolution Program offered by The Missouri Bar.⁴⁸

Protecting Confidentiality and Resolving Conflicts of Interest

Lawyers must protect the confidentiality of client information while simultaneously detecting and resolving conflicts of interest. Departing lawyers and their firms have a duty under Rules 4-1.6 and 4-1.9 to protect the confidentiality of information related to the representation of current and former clients of the firm. The lawyer also has an ongoing obligation not to enter an affiliation with a new firm under circumstances that would result in a violation of the duties owed to clients and former clients under Rule 4-1.7 (Conflict of Interest: Current Clients) and Rule 4-1.9 (Duties to Former Clients).⁴⁹

Under most circumstances, Rule 4-1.10 will impute to all lawyers in a firm the conflicts of interests of any lawyer in the firm, including those conflicts brought to the affiliation by a lawyer joining the firm. Missouri’s Rule 4-1.10 makes no provision for screening or the use of an “ethical wall” to defeat the rule’s imputation of conflicts among firm lawyers. Lawyers are obligated to adopt reasonable procedures, appropriate for the size and nature of the firm and its practice, to detect and resolve conflicts of interest. Lawyers who are unaware of conflicts of interest because of a failure to implement adequate procedures are not excused from ethical liability.⁵⁰

Rule 4-1.6 was amended in 2017 to permit lawyers to disclose information to the extent reasonably necessary to detect and resolve conflicts of interest arising from a lawyer’s employment change or changes in ownership or composition of a law firm, provided the information revealed would not compromise the attorney-client privilege or otherwise prejudice the client.⁵¹ Comment [18] to Rule 4-1.6 provides guidance that disclosures authorized by the rule ordinarily must be limited to no more than the identity of those involved in a matter, a “brief summary of the general issues involved,” and information as to whether the matter has concluded. Disclosures for this purpose are not permitted until the lawyer and prospective new firm have entered into “substantive discussions” about the new relationship.⁵²

Lawyers and their new firms or prospective new firms may use the information disclosed pursuant to Rule 4-1.6(b)(5) only to the extent necessary to detect and resolve conflicts of interest.⁵³ Guidance in Comment [18] to Rule 4-1.6 warns that a lawyer’s fiduciary duty to the lawyer’s current firm also governs a lawyer’s conduct in exploring an association with another firm and is a topic outside the scope of the Rules of Professional Conduct.

Employment discussions by a lawyer with a firm representing a party adverse to a current client of the lawyer may give rise to a conflict of interest if the negotiations would materially limit the representation of the client. The negotiating lawyer may be required to comply with Rule 4-1.7(b), including, but not limited to, obtaining the informed consent, confirmed in writing, of affected clients.⁵⁴ Although conflicts of interest arising from a lawyer’s interest in future employment normally are not imputed to other lawyers in the firm, a negotiating lawyer may be required to disclose the conflict to the lawyer’s current firm if other affiliated lawyers may themselves have a conflict arising from their own interest in their colleague’s negotiations.⁵⁵

Avoiding Misconduct

The obligation of a lawyer to be candid and fair with partners, other shareholders, and employers is implicit in Rule 4-8.4(c), which forbids conduct involving dishonesty, fraud, deceit, or misrepresentation.⁵⁶ Partners, shareholders, and employees owe a duty of loyalty to each other while associated in a firm. As the Court warned in Cupples I:

Most law partnerships are founded upon a total trust and confidence among the partners. A breach of this exceedingly close relationship merits disciplinary action.⁵⁷ . . . Prior to withdrawal, lawyers within a firm have a duty to treat each other fairly and honestly and to put the interests of the law firm regarding firm business before their individual interests. The lawyer may not compete with the firm for business opportunities. Each lawyer has a duty to the firm to represent firm clients diligently, competently, and zealously.⁵⁸

Conclusion

When a lawyer plans or executes a departure from a firm, or receives notice of termination by the firm, attention to ethics obligations may be overshadowed by concerns about financial stability and cash flow, personal or family adjustments, discussions with a new firm, or the myriad tasks involved in setting up a new practice. Lawyers remaining at the firm may find themselves working to attract new legal talent and clients, negotiating with the departing lawyer over division of fees, and focusing on staff retention and morale in the wake of a key lawyer’s departure. Nevertheless, lawyers on both sides of the event are advised to keep their ethics obligations to clients and to the firm at the top of their priority lists. Lawyers have an ethics obligation to communicate with and protect the interests of clients whose representations will be affected by the transition. Equally important is a lawyer’s duty of honesty and fair dealing toward other affiliated lawyers. A resource page compiling relevant rules, cases, informal advisory opinions, articles, and frequently asked questions about ethics issues surrounding a lawyer’s departure from a law firm is available on the Legal Ethics Counsel website at http://www.Mo-Legal-Ethics.org. Missouri lawyers with specific questions about the ethics of their own prospective conduct related to a lawyer’s departure from a firm may seek an informal advisory opinion from the Legal Ethics Counsel office.⁵⁹

Endnotes

1 Sandra J. Colhour is assistant legal ethics counsel for the Advisory Committee of the Supreme Court of Missouri.

2 See Rule 4-1.9, Comment [4] (recognizing that many lawyers move from one association to another several times in their careers); Ky. Bar Assoc. Ethics Op. KBA E-424 (2005).

3 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999).

4 In the Matter of Cupples (Cupples I), 952 S.W.2d 226 (Mo. banc 1997). The Supreme Court of Missouri disciplined attorney Cupples a second time for subsequent misconduct in In re Cupples (Cupples II), 979 S.W.2d 932 (Mo. banc 1998).

5 Cupples I, 952 S.W.2d at 234 (citations omitted).

6 Rule 4-1.16(a).

7 Rule 4-1.16, Comment [4].

8 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019) (quoting ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999)).

9 Cupples I, 952 S.W.2d at 235; Mo. Informal Advisory Op. 950184 (1995), available at http://www.mobar.org or http://www.Mo-Legal-Ethics.org.

10 Cupples I, 952 S.W.2d at 235.

11 Mo. Informal Advisory Op. 950184 (1995); Mo. Informal Advisory Op. 970197 (1997); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999); Alaska Bar Assoc. Ethics Op. 2005-2 (2005); Ky. Bar Assoc. Ethics Op. KBA E-424 (2005).

12 Mo. Informal Advisory Op. 950184 (1995); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999); Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007).

13 See Rule 4-8.4(a); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019); Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007) (citing Robert W. Hillman, Hillman on Lawyer Mobility § 4.8.3.2 (2d ed. 1998); ABA Comm. On Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999)); State Bar of Ariz. Ethics Op. 10-02 (2010).

14 Mo. Informal Advisory Op. 20060060 (2006).

15 See Rule 4-5.2, Responsibilities of a Subordinate Lawyer.

16 Cupples I, 952 S.W.2d at 235-36.

17 E.g., State Bar of Ga. Formal Advisory Op. No. 97-3 (1998); Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007); Ky. Bar Assoc. Ethics Op. KBA E-424 (2005).

18 Cupples I, 952 S.W.2d at 235-36; see ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999).

19 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019).

20 State Bar of Ariz. Ethics Op. 10-02 (2010).

21 See Cupples I, 952 S.W.2d at 236 (citations omitted) (noting that a lawyer’s fiduciary duty to other lawyers in a firm has been found to have been breached by a lawyer’s solicitation of firm clients before withdrawing from a firm); see also Dowd & Dowd v. Gleason (Dowd I), 693 N.E.2d 358, 366 (Ill. 1998) (opining that lawyers planning to leave a firm may not solicit clients for their new venture while still affiliated with their old firm), remanded to Dowd & Dowd v. Gleason, 2001 WL 35834889 (Ill.Cir.Ct. 2001), aff’d by Dowd & Dowd v. Gleason (Dowd II), 816 N.E.2d 754 (Ill. App. 2004).

22 Cupples I, 952 S.W.2d at 235-36; ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019); Mo. Informal Advisory Op. 950184 (1995).

23 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019). Lawyers wishing to withdraw from a client’s representation must do so as permitted or required by Rule 4-1.16, Declining or Terminating Representation. See Mo. Informal Advisory Op. 20030049 (2003) (providing guidance to firm regarding withdrawal when departing attorney is unable to continue the representation and firm no longer practices in the relevant area of substantive law).

24 Cupples I, 952 S.W.2d at 235.

25 See, e.g., Mo. Informal Advisory Op. 950184 (1995); Mo. Informal Advisory Op. 970197 (1997); Missouri Informal Advisory Op. 20060060 (2006); Missouri Informal Advisory Op. 2019-03 (2019).

26 See Rule 4-7.1; ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019); Ky. Bar Assoc. Ethics Op. KBA E-424 (2005); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999); Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007).

27 State Bar of Ga. Formal Advisory Op. No. 97-3 (1998); D.C. Ethics Op. 273 (1997); Colo. Bar Assoc. Formal Op. 116 (2007).

28 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 99-414 (1999) (citing D.C. Ethics Op. 273 (1997)); see Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007); see also Cupples I, 952 S.W.2d at 235 (emphasizing that purpose of notice is to assist clients in making their decisions about who will handle their legal work going forward).

29 Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007).

30 D.C. Ethics Op. 273 (1997); see Dowd II, 816 N.E.2d at 769 (Ill. App. 2004) (finding lawyers’ pre-resignation solicitation of law firm’s client breached lawyers’ fiduciary duty to firm and evidenced essential element of claim for tortious interference with firm’s contractual expectancy); see also Adler v. Epstein, 393 A.2d 1175 (Pa. 1978) (affirming trial court’s finding of tortious interference with contract where departing lawyers’ notice to clients supplied clients with new contracts and forms for notifying firm of termination of representation).

31 Cupples I, 952 S.W.2d at 235-36.

32 See, e.g., Reeves v. Hanlon, 95 P.3d 513 (Cal. 2004); Fred Siegel Co. v. Arter & Hadden, 707 N.E.2d 853 (Ohio 1999).

33 Cupples I, 952 S.W.2d at 235.

34 Id.; see Ky. Bar Assoc. Ethics Op. KBA E-424 (2005); Pa. Bar Assoc. Comm. On Legal Ethics and Prof’l Responsibility and Phila. Bar Assoc. Prof’l Guidance Comm., Joint Formal Op. 2007-300 (2007).

35 Rule 4-1.0(n) defines a writing as “a tangible or electronic record of a communication or representation, including,” inter alia, “electronic communications.”

36 See Restatement (Third) of the Law Governing Lawyers § 14 cmt. h (Am. Law Inst. 2000).

37 Rule 4-5.1.

38 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489 (2019).

39 Cupples I, 952 S.W.2d at 237.

40 Id. at 234.

41 Mo. Sup. Ct. Advisory Committee Formal Op. 115 (1988), available on the website of the Supreme Court of Missouri at https://www.courts.mo.gov/file.jsp?id=44620; Mo. Informal Advisory Op. 2019-03 (2019).

42 Mo. Informal Advisory Op. 2019-03 (2019); Mo. Informal Advisory Op. 950184 (1995).

43 See Rule 4-1.0(e) (defining “informed consent”).

44 Mo. Sup. Ct. Advisory Committee Formal Op. 115 (1988); see Mo. Informal Advisory Op. 980141 (1998); State Bar of Ariz. Ethics Op. 10-02 (2010).

45 See Rule 4-1.1; Rule 4-1.3; Rule 4-5.1; see also State Bar of Ariz. Ethics Op. 10-02 (2010).

46 Mo. Informal Advisory Op. 2019-04 (2019). Rule 4-1.16(d) requires a lawyer upon termination of representation to take steps to the extent reasonably practicable to protect a client’s interests. Rule 4-1.15(e) requires lawyers to cooperate as necessary to enable prompt distribution of all funds of a client or third person that are not in dispute.

47 Rule 4-1.5, Comment [8]; Mo. Informal Advisory Op. 2019-04 (2019).

48 Information is available on The Missouri Bar’s website, Lawyer Resources, Dispute Resolution at https://mobar.org/site/content/Lawyer-Resources/Lawyer-to-Lawyer_Dispute_Resolution_Program.aspx.

49 Rule 4-1.9, Duties to Former Clients, Comment [4], acknowledges the competing interests involved when a lawyer ends an association with a firm and considers undertaking representation of a client previously represented by the former firm. The rule is an attempt to balance the rights of former clients to expect loyalty and confidentiality, the rights of new clients to freely choose counsel, and the interests of lawyers to move freely from one practice setting to another.

50 Rule 4-1.7, Comment [3]; see Rule 4-5.1 and Comment [2].

51 Rule 4-1.6(b)(5); accord ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 489; accord  ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 09-455 (2009); see also Rule 4-1.9, Duties to Former Clients, which does not limit future representation by a departing lawyer of a party adverse to a client the departing lawyer did not represent at the firm and about whom the departing lawyer acquired no confidential information.

52 Rule 4-1.6, Comment [18].

53 Rule 4-1.6, Comment [19]. At least one jurisdiction has indicated that improper use of a firm’s client list by a former associate and the lawyer’s new firm could support claims at law by the old firm against the former associate and the new firm. Fred Siegel Co. v. Arter & Hadden, 707 N.E.2d 853, 861-63 (Ohio 1999).

54 ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 96-400 (1996). It should be noted that not all conflicts of interest are consentable conflicts. See Rule 4-1.7, Comment [14].

55 Rule 4-1.10(a); ABA Comm. on Ethics and Prof’l Responsibility, Formal Op. 96-400 (1996).

56 Cupples II, 979 S.W.2d 932, 935-36 (Mo. banc 1998) (finding that lawyer’s dishonest and deceitful dealings with lawyer’s law firm violated Rule 4-8.4(c)); Cupples I, 952 S.W.2d at 236 (quoting In re Smith, 843 P.2d 449, 452 (Or. 1992)).

57 Cupples I, 952 S.W.2d at 236 (quoting Comm. On Prof’l Ethics & Conduct of Iowa State Bar Assoc. v. McClintock, 442 N.W.2d 607, 608 (Iowa 1989)).

58 Cupples I, 952 S.W.2d at 236.

59 Instructions for requesting an oral or written informal advisory opinion are available at http://www.Mo-Legal-Ethics.org.

Every law firm in the world, whether a solo practice or a global giant, shares one common feature, powered by one fundamental assumption. This feature and this assumption are so basic that we often don’t even notice them. But they underlie our whole conception of law firms – and as they start to crumble, the entire law firm edifice above them is going to start giving way.

The characteristic is this: Every law firm consists of lawyers. The assumption is this: You need lawyers to have a law firm.

Now, to be fair, this has been a perfectly sensible assumption throughout the history of the legal market. Lawyers preceded and enabled law firms, in much the same way that merchants preceded shops and priests preceded churches. Law firms only developed in the first place because, at some point in history, one or more lawyers decided to set up a commercial platform for the convenient and profitable provision of their services. Lawyers; ergo, law firms.

Over the next several years, this is going to change. Lawyers will no longer be considered essential to law firms’ ability to deliver legal services. A growing number of legal tasks can already be carried out by para-professionals, systematized and automated processes, and a rapidly multiplying legion of software products. You can get work done in a law firm right now without requiring a lawyer to do it. Technological innovations and regulatory developments promise more of the same into the foreseeable future.

The population of legal problems that can be resolved solely by the direct, real-time application of lawyers’ efforts is going to shrink a little more, and eventually a lot more, every year. This is going to change everything we believe to be true about law firms.

What’s a Law Firm Without Lawyers?

Across the legal market, from the smallest local firm to the largest global colossus, law firm leaders are starting to ask themselves some truly thought-provoking, even groundbreaking questions.

 “Could we deliver some legal services without using lawyers?”

 “Could we be more productive and effective if we solved clients’ issues without assigning lawyers to the job?”

 “Could we grow our business opportunities by offering clients solutions that don’t require lawyers?”

It’s not exactly a secret within the legal industry that lawyers aren’t the easiest assets to manage. As a general rule, they tend to be expensive, autonomous, difficult to lead, and prone to decamp to competing businesses without warning. The more experienced and expert the lawyer, the more these characteristics will manifest themselves. So when you consider the volatile and mercurial nature of this valuable resource, and if you heard that some of this resource’s functions could be rendered by other assets that suffer from none of these liabilities – well, you’re at least going to try to learn a little more, right?

The traditional law firm is a commercial vehicle whose structure is very familiar to us: a collection of lawyers gathered in a central location under a single brand name to deliver legal services, supported by staff members and various other resources.

The “engine room” of this vehicle is the lawyer. Law firms’ ownership, profit-sharing, workflow, billing, compensation, governance, and culture all revolve around lawyers. Law firms’ naming conventions are almost universally based on the surnames of their individual founding lawyers. Law firms go so far as to divide their personnel into two airtight categories: lawyers and everybody else (a.k.a. “nonlawyers”). And if a law firm’s lawyers don’t believe something is worth doing, the firm ain’t doing it.

Lawyers, in other words, are absolutely essential to the traditional law firm – not just to the firm’s revenue and sales, but also to its very definition and identity. I suspect the only reason we say “law firm” rather than “lawyer firm” is to economize on syllables.

This traditional law firm model is now, slowly, giving way to a new vision of law firms, one that resolves not around lawyers, but around the firm’s capacity to deliver services of value to clients. The new law firm’s “engine room” is not comprised of collected lawyers, but of collected legal expertise, applied to client needs through the use of systems, processes, technology, and expert professionals, as well as of lawyers.

A potent combination of advanced technology, powerful databases, sophisticated analytics, and streamlined procedures is enabling law firms to deliver solutions to clients without necessarily requiring the real-time application of lawyers’ efforts. Put differently, law firms are discovering that they can provide some legal services to clients using only applied knowledge resources and technology. This will change everything.

The Rise of the Productivity Engine

Consider the following products rolled out by large law firms in the United States and Europe in the past few years:

• Software that provides regulatory gap analyses in data and privacy risk areas;
• Client-facing claims management systems and loss prevention tools;
• An online dashboard that lets corporations navigate the financial regulatory landscape;
• Artificial intelligence systems for e-discovery, cybersecurity, and contract and document review;
• Machine-learning systems for document review during merger and acquisition transactions; and
• Tools that calculate potential client damages in class actions and identify litigation risks.

These and other technology-powered products and services are essentially “productivity engines.” They enhance the user’s ability to complete a task or reach a solution while reducing the amount of time and money required to achieve that goal. Earlier, I talked about the new “engine rooms” of law firms; these are the actual engines.

There is no disputing that using these products and services increases legal productivity. There is equally no disputing that this outcome is antithetical to the traditional law firm’s ability to generate revenue.

These high-productivity engines share two characteristics. The first is that, yes, lawyers’ efforts and knowledge invariably contributed to their development. Expert systems, for example, require lawyers’ expertise to populate the databases and provide direction to the algorithms that will reach conclusions. But lawyers are not required to directly deploy their efforts and knowledge for clients’ use in real time. Their expertise has been distilled and “embedded” within the system, so that it can be applied over and over again, many times a day in many different locations by many different clients. Lawyers are needed at various stages to help build the systems that carry out this work. But lawyers are not needed to actually carry out the work themselves.

In other words, clients can access a lawyer’s expertise directly, by themselves, without having to call the lawyer up and set the timer running. This is a clear benefit to the client, who saves time and money while gaining more control over the process of finding answers and solutions to his or her questions. Equally, the time and effort that lawyers would have had to personally devote to delivering these services can be freed up and applied to other revenue-generating activities, or even dispensed with altogether. This is a clear benefit to the lawyer as well – although a lawyer who is compensated and promoted based in part on his or her billable hours won’t necessarily see it that way.

The second characteristic shared by these productivity engines is that in almost every case, the core element of the offering is information: both legal knowledge and nonlegal data, applied and leveraged by technology. Every law firm in the world possesses information, whether assembled in precedents kept inside servers and filing cabinets, stored up in libraries and online subscription services, or tucked away in the labyrinthine recesses of their lawyers’ brains.

For law firms, information has always been a static resource, tapped when required but otherwise lying latent and dormant. The development of productivity engines is transforming that information into a dynamic resource, an asset that can provide value all on its own, without needing to be picked up and wielded by a human with a J.D. Up until now, to provide legal solutions of value to their clients, law firms could only deploy lawyers, or the occasional experienced clerk or paralegal. Today, however, firms can also unleash their information through advanced systems that can deliver answers and solutions.

This means that for the first time, law firms have other resource options beyond lawyers alone for the development and delivery of value to clients. They can access, analyze, and apply information already prevalent in their systems or their markets. They can use this information to develop new business lines and generate viable income streams independent of lawyer activity. Legal information is widespread, can be accessed with relative ease, and doesn’t complain about partnership profits or threaten to join the law firm down the street.

From the law firm’s point of view, information deployed through productivity engines is a formidable asset. From the individual lawyer’s point of view, on the other hand, it’s a formidable rival.

What we’re witnessing, therefore, is the start of the gradual de-lawyering of law firms. So long as lawyers’ equity is still required to finance the capital and operations of a law firm, lawyers will still constitute a significant percentage of a law firm’s total personnel. But they will constitute a steadily diminishing percentage of the law firm’s revenue-generating assets and competitively significant personnel. Sources of law firm productivity and profitability, at one time a club exclusively open to lawyers, will start to include law librarians, legal knowledge engineers, legal data analysts, and legal productivity engines developed to harness the information the firm has assembled and applied.

Today, lawyers generate more than 99 percent of a law firm’s revenue. Once productivity engines are ubiquitous in law firms, that percentage will drop below 50 percent.

Why would law firms commit themselves to such a radical transformation of their businesses? Simply put, because the market will reward those firms that adopt these advances and punish those that resist. The firms that adopt and develop these productivity engines will be able to sell their services at a lower price without having to compromise on quality. It’ll be a simple matter of competitive mathematics.

The Post-Lawyer Law Firm

If you plan to build or lead a law firm through the end of the 2010s and into the 2020s, the coming “inessentiality” of lawyers is a critical development to understand and act on. A law firm whose value is defined in terms of its clients and its markets needs to focus on building systems that can meet those needs, rather than the interests of its equity-owning lawyers. The only thing that matters in building those systems is that they are effective, not whether the people who operate those systems come with a law degree.

Law firms need to give lawyers the appropriate, rather than maximum possible, degree of importance in delivering law firm services. That degree will be significantly less in the future than it’s been in the past. The implications of this development for law firms, as you might image, are enormous.

Law firm culture is modeled on lawyer culture. Law firms (like lawyers) value and encourage analytical, individual, critical, and risk-averse behavior. As lawyers begin to decline as a percentage of law firms’ business generators, these characteristics will also start to decline, while other behavior – empathetic, collaborative, constructive, and entrepreneurial behavior – will begin to rise. Collective action in the interest of the enterprise will become easier to encourage and exemplify, if only because there will be fewer lawyers in positions of power over the firm’s business to resist it.

Law firm workflow has long consisted of assigning tasks to a lawyer and waiting for the lawyer to sequentially and painstakingly carry them out, often with only glancing attention to standardized procedures. As other professionals and technicians become more involved in the creation of legal services, and as automated systems and programs take on more tasks previously carried out by lawyers, law firm workflow will become more standardized and productivity that doesn’t require lawyers’ direct involvement will increase. Lawyers will no longer be the only ones whose priorities determine how work gets done.

Law firm compensation systems are currently built around lawyers’ billed hours and lawyers’ business origination activities. As services start to be delivered through, and clients come to be attracted by, the performance mechanisms of the enterprise, firms will find more sophisticated and accurate ways of measuring and rewarding individuals’ provision of value. Lawyers’ time and efforts will be the source of a decreasing percentage of the firm’s revenue, opening the door to a reconsideration of what we’re actually paying lawyers to do. Firms will get better at incentivizing the contribution of real value.

Law firm pricing is currently founded on lawyers’ billable rates and hours worked. As more products and services are created and delivered with minimal lawyer involvement, through the use of other professionals and advanced software, law firms will develop new pricing mechanisms that don’t require the crutch of lawyers’ hourly rates. They will start integrating buyer’s circumstances, and the unique value of a legal service in those circumstances, into their pricing equations. Competitive intelligence will become key to profitability. Lawyers’ hourly rates will no longer determine what buyers pay. The market will do that instead.

Law firms’ leaders have traditionally been lawyers with robust practices who could command respect for their legal accomplishments, regardless of whether those lawyers possessed leadership skills. At many law firms, you could not hope to serve as managing partner or group leader unless you also brought in a lot of business or billed a lot of hours. But as lawyers’ revenue-generating efforts constitute less of a firm’s overall income, those efforts will also play a smaller role in leadership discussions. Professional law firm businesses, employing a diverse range of employees, will require professional leadership, exercised by people whose credentials extend beyond the size of their origination credit.

I want to be clear: A “post-lawyer” law firm is not the same thing as a “lawyer-free” law firm or a “zero-lawyer” law firm – nor would those be sensible or worthwhile objectives. The goal of successful law firms in the new market is not to dispense with lawyers altogether, but to use lawyers appropriately and proportionately, in order to maximize the overall productivity of the firm and the value it provides to clients.

But if the “no-lawyer” firm is not a desirable goal, then the “all-lawyer” firm is no longer a sustainable one. The personal, direct, real-time involvement of a lawyer is not necessary to complete a growing number of legal tasks, and firms’ operations will evolve to reflect that. We no longer require lawyers to carry out every legal function that the market requires, and that will be clearer to the legal profession over the next several years.

Lawyers will provide many law firm services in the future, maybe even most – but never again all.

Life After Lawyers

The individual lawyer is moving toward a more proportionate role in the law firm business. Sometimes, that role will be an owner or a shareholder of the firm. Sometimes, it will be a leader and strategic executive officer. Sometimes, it will be a manager of people and processes. And sometimes, it will be a supplier of high-value expertise and insight. But I seriously doubt it will be all four at once, or even more than one or two at a time. Lawyers have very specific and high-value skill sets, but law firms will need more than what lawyers can provide in order to function effectively.

A traditional law firm exists to provide buyers with access to solutions for their law-related challenges through the application of a lawyer’s time and effort. The future law firm will answer to the same description, minus the last nine words. So you must think of your law firm as a business entity that helps buyers overcome legal challenges and meet legal opportunities – not as a hotel for lawyers, which is the description to which most law firms answer today.

In the end, you need to ask yourself: “Is our law firm a platform for lawyers to sell their services? Or is it a business that delivers value to buyers of legal services?” How you answer those questions will determine all your coming decisions about what kind of law firm you’re going to build and maintain.

This article originally appeared in the April 2017 issue of Wisconsin Lawyer, the official publication of the State Bar of Wisconsin, and is reprinted with permission.

Endnote

 1 Jordan Furlong is a Fellow of the College of Law Practice Management and a member of the Advisory Board of the American Bar Association’s Center for Innovation. He is a leading analyst of the global legal market and forecaster of its future development. He helps lawyer think differently about the services they provide and counsels law firm leaders about reengineering their firms’ purposes, strategy, and operations. He has addressed law firms, state bars, courts, law schools, and numerous legal associations throughout the United States, Canada, Great Britain, Europe, and Australia. This article is excerpted from his book Law is a Buyer’s Market: Building a Client-First Law Firm, available at law21.ca/books.