Our Ethical Compass: Foundations for Professional Collaboration

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We value professional collaboration with consultants, business advisors, and legal colleagues worldwide. In today’s interconnected and cross-border environment, such relationships often enhance the quality of service delivered to clients. At the same time, as a New York–licensed attorney, my practice is governed by a rigorous ethical framework that defines how these collaborations may be structured.

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The New York Rules of Professional Conduct (“NYRPC”), as amended through 2025, together with interpretive opinions issued by the New York State Bar Association (“NYSBA”), are designed to safeguard one overriding principle: a lawyer’s independent professional judgment must remain focused exclusively on the client’s best interests. These rules impose clear and enforceable limitations on fee sharing, referral arrangements, third-party involvement, and the handling of client confidences. This page is intended to serve as a transparent and constructive starting point for discussing compliant and mutually respectful cooperation.

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1. The Core Principle: Protecting Professional Independence (Rule 5.4)

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The central ethical restriction governing most proposed business collaborations arises under Rule 5.4 of the NYRPC, which is designed to prevent non-lawyers from influencing a lawyer’s professional judgment or the delivery of legal services.

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Prohibitions Involving Non-Attorneys (Fee Sharing and Referral Compensation). New York ethics rules strictly prohibit a lawyer from sharing legal fees with non-lawyers. When a client retains my firm for legal services, the compensation received for those services may not be divided with a non-attorney consultant, agency, intermediary, platform, or business entity.

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Fee Sharing (Rule 5.4[a]). A lawyer may not agree to pay a non-lawyer a percentage of a legal fee, success-based compensation, or any payment tied to the outcome, value, or recovery in a legal matter. This prohibition applies regardless of how the payment is described.

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Specific Compliance Warning (NYSBA Ethics Op. 1271 [2024]). This rule is violated even where a lawyer pays a non-lawyer-owned online service a percentage of the legal fee in exchange for a client lead, including arrangements framed as “technology fees,” “platform fees,” or “administrative charges.”

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Impermissible Referral Compensation (Rule 7.2[a]). New York lawyers are prohibited from paying a commission or other consideration to a non-attorney for recommending legal services.

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Specific Compliance Warning (NYSBA Ethics Op. 1271 [2024]). Payment to a platform or intermediary for access to potential clients constitutes a prohibited payment for a recommendation if the service vets, evaluates, ranks, matches, or otherwise curates participating lawyers. Such activity is treated as an implicit endorsement rather than neutral advertising.

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Ownership and Control (Rule 5.4[b]). A non-lawyer may not hold an ownership interest in, or exercise managerial or operational authority over, a New York law firm, whether directly or indirectly.

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2. Prohibition Against External Influence and Compromise of Client Confidences (Rule 5.4[c])

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Rule 5.4(c) is the critical safeguard protecting both the lawyer’s independence and the integrity of client representation. It provides that a lawyer: “shall not permit a person who recommends, employs, or pays the lawyer to render legal services for another to direct or regulate the lawyer’s professional judgment … or to cause the lawyer to compromise the lawyer’s duty to maintain the confidential information of the client under Rule 1.6.”

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In practical terms, this means:

• Independent Professional Judgment: all strategic, procedural, and substantive decisions must be made by the attorney in consultation with the client—not by a consultant, intermediary, platform, or business sponsor.

• Permissible Information Flow: non-attorneys may provide business intelligence, financial analysis, operational data, or technical information. They may not dictate legal positions, influence legal advice, or control litigation or transactional strategy.

• Third-Party Payers: these restrictions apply even where a third party—such as a corporate sponsor, insurer, or parent entity—pays the legal fee on the client’s behalf.

 

 

3. Mandatory Safeguards for Client Confidences

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A lawyer’s duty to protect client confidential information is absolute and non-delegable. This obligation applies with equal force to all non-attorney personnel and third-party service providers.

Duty of Confidentiality (Rule 1.6)

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A lawyer may not reveal confidential information—including all information relating to the representation—unless the client provides informed consent or a specific exception applies. This duty extends beyond privileged communications and includes work product, strategy, and internal legal analysis.

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Supervisory Responsibility (Rule 5.3). The lawyer bears personal responsibility for ensuring that all non-attorneys—whether employees, contractors, vendors, or platform providers—act in a manner compatible with the lawyer’s ethical obligations.

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Accordingly:

• Contractual Safeguards: any arrangement with a non-attorney must include enforceable contractual provisions requiring strict compliance with Rule 1.6 confidentiality obligations.

• Training and Oversight: lawyers must make reasonable efforts to ensure non-attorneys receive appropriate training and are subject to meaningful supervision regarding confidentiality and ethical compliance.

• No Access to Legal Strategy: non-attorneys involved in marketing, finance, technology, or administrative functions may not access, influence, or direct confidential legal work, legal analysis, or attorney-client communications.

 

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4. Legitimate Avenues for Compliant Cooperation

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While New York’s ethics rules impose firm boundaries, they also permit a range of lawful and practical collaboration models when carefully structured.

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A. Cooperation with Non-Attorneys (Consultants, Agencies, Advisors). A lawyer may compensate non-attorneys for bona fide services rendered, provided compensation reflects fair market value and is not tied to referrals or legal fees.

• Payment for Services: fixed or hourly payments for marketing, advertising, administrative, or lead-generation services are permissible where compensation is for the service itself, is not contingent on client retention or legal fees, and does not involve professional recommendations.

• Compensation Structure Compliance: non-lawyer employees may participate in firm-wide compensation or retirement plans based on overall profitability, provided compensation is not linked to fees from individual matters.

• Fee Structure Compliance (Rule 1.5[d][4]): where non-lawyers are involved in fee collection or payment processing, the underlying fee arrangement must permit refunding any unearned portion of a fee if representation ends. Nonrefundable legal fees are prohibited.

• Reciprocal Referrals (Rule 5.8): lawyers may enter into non-exclusive reciprocal referral arrangements with other professional service providers, provided the arrangement is disclosed to the client and involves no monetary or tangible consideration.

 

B. Cooperation with Foreign Lawyers (Rule 1.5[g]). Collaboration with foreign lawyers is governed by Rule 1.5(g). A New York lawyer may divide a fee with a foreign lawyer if:

1. The client consents after full written disclosure,

2. The division reflects services performed or joint responsibility, and

3. The total fee is not excessive.

 

Foreign Firms with Non-Lawyer Owners. A New York lawyer may ethically divide fees with a lawyer in a foreign firm that permits non-lawyer ownership, provided the New York lawyer ensures that non-lawyer owners do not interfere with professional judgment or client representation.

 

Commitment to Ethical Collaboration. Ethical compliance is not an obstacle to cooperation; it is the framework that ensures collaboration remains sustainable, reputable, and client-centered. I welcome thoughtful proposals and am always open to reviewing structures designed to comply fully with the New York Rules of Professional Conduct.