Our practice welcomes cooperation with foreign lawyers, consultants, professional service providers, and intermediaries. Such cooperation must begin with the restrictions imposed on New York attorneys.

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A New York lawyer generally may not share legal fees with nonlawyers, compensate them for recommending the lawyer, or form a partnership with them that practices law. An intermediary cannot acquire control over legal advice or access to client confidences merely by introducing the client or paying the legal bill. These restrictions arise principally under Rules 5.4, 7.2, 1.6, and 1.8(f) of the New York Rules of Professional Conduct.

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The Rules are adopted by the Appellate Divisions of the New York State Supreme Court and govern attorney conduct. Opinions of the New York State Bar Association’s Committee on Professional Ethics provide interpretive guidance; they are advisory opinions, not court orders or independent legislation. Attorney-client privilege is governed separately by applicable law and judicial decisions. Our procedures implement these requirements and protect the client’s interests.

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1. LEGAL FEES GENERALLY CANNOT BE SHARED WITH NONLAWYERS

Governing rule. Rule 5.4(a) states: “A lawyer or law firm shall not share legal fees with a nonlawyer,” subject to its specified exceptions. A commercial intermediary does not become entitled to part of a legal fee by introducing the client, organizing the engagement, or maintaining the commercial relationship.

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NYSBA Ethics Opinion 1271 (2024) applies this prohibition to an online service charging a percentage of the lawyer’s fee. Describing a payment as a platform charge, administrative fee, or business-development expense does not resolve the problem where its substance is prohibited fee sharing or referral compensation.

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Permitted cooperation. Payment for genuine nonlegal services is different from dividing a legal fee. A consultant may be compensated for necessary translation, document preparation within lawful limits, administrative assistance, or other actual services, provided the arrangement does not reward referrals, facilitate unauthorized practice, or compromise the lawyer’s independence.

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NYSBA Ethics Opinion 1116 (2017) addresses this distinction in an arrangement involving a foreign migration agent. It permits specified assistance under safeguards, including the absence of referral compensation and interference with the lawyer-client relationship.

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Our firm therefore requires an identifiable service, a justified scope, and reasonable compensation independently supported by the work performed.

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2. REFERRAL COMPENSATION CANNOT BE DISGUISED AS EMPLOYMENT OR SUBCONTRACTING

Governing rule. Rule 7.2(a) separately restricts giving compensation or anything of value for recommending a lawyer’s employment. Consequently, a fixed payment can be impermissible even if it is not calculated as a percentage of legal fees.

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NYSBA Ethics Opinion 1259 (2023) explains that cooperation with an independent paralegal must comply with both the prohibition on sharing legal fees and the restriction on paying for referrals. Payment for actual services does not authorize a separate reward for bringing legal business.

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Prohibited arrangements. Our firm will not promise employment, paid assignments, inflated invoices, unnecessary services, or other economic benefits in exchange for client introductions. A subcontract cannot be used to deliver a commission that the Rules otherwise prohibit.

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Permitted cooperation. An introducer may separately be selected to perform legitimate work where the need, selection, deliverables, and compensation stand independently of the referral. Reasonable advertising expenses and qualifying legal-assistance arrangements are governed by the specific provisions of Rule 7.2; they are not general exceptions for commercial referral commissions. NYSBA Opinion 1271 illustrates why a service’s actual referral function matters more than its contractual label.

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3. NONLAWYERS MAY NOT BECOME PARTNERS IN A NEW YORK LEGAL PRACTICE

Governing rule. Rule 5.4(b) prohibits a partnership with a nonlawyer if any partnership activities consist of practicing law. Rule 5.4(d) separately restricts nonlawyer ownership, specified governance positions, and control over professional judgment in an entity practicing law for profit.

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NYSBA Ethics Opinion 911 (2012) applies these principles to a proposed New York office of a foreign firm with nonlawyer shareholders. A foreign organizational structure does not, by itself, permit nonlawyer ownership of a New York legal practice.

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Our firm therefore does not offer nonlawyer intermediaries ownership in the legal practice, participation in legal profits in return for introductions, or authority over legal advice. An informal arrangement cannot achieve indirectly what a formal partnership would prohibit.

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Permitted cooperation. Independent providers may coordinate separate services without forming a joint legal practice. Partnerships or affiliations with qualified foreign lawyers require a different analysis. NYSBA Ethics Opinion 1290 (2026) explains that participation by a foreign law firm in a New York partnership depends on applicable entity law and compatible educational, professional-conduct, and disciplinary standards. Ethics approval alone does not resolve the underlying entity-law requirements.

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4. FOREIGN PROFESSIONAL STATUS MUST BE VERIFIED

Governing principle. A foreign title, law degree, consultancy registration, or description as a “lawyer” does not automatically establish eligibility for lawyer-to-lawyer fee sharing or partnership.

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NYSBA Ethics Opinions 806 (2007) and 1166 (2019) require examination of foreign professional qualifications and ethical standards. The inquiry concerns actual status and authority, not merely the terminology used in marketing.

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Licensed foreign lawyers. Cooperation may be considered after verification of admission, professional standing, permitted activities, and relevant qualifications. A foreign license does not itself authorize practice in New York or every jurisdiction from which the person operates.

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Persons lacking a required license. If a jurisdiction requires authorization for the proposed legal work and the practitioner lacks it, we will not recognize that person as authorized counsel for that work. A license elsewhere must be evaluated separately. Any proposed support role must remain within lawful limits.

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Persons practicing under a system without a separate licensing requirement. The absence of a conventional license is not necessarily disqualifying, but a diploma or permission to provide certain services is not automatically sufficient. We require evidence of recognized professional status, qualifications, applicable ethical obligations, and the legal basis for the proposed activities. NYSBA Ethics Opinion 658 (1993) illustrates the need to examine a foreign professional system rather than assume that its categories correspond directly to New York’s.

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Nonlawyer consultants and intermediaries. Where eligibility for treatment as a lawyer has not been established, our firm evaluates the proposal under the restrictions governing nonlawyer cooperation. Permissible assistance must not become unauthorized legal practice; NYSBA Opinion 1259 expressly identifies Rule 5.5(b) as a relevant restriction.

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5. FEE DIVISION BETWEEN LAWYERS ALSO REQUIRES COMPLIANCE

Governing rule. Rule 1.5(g) restricts division of legal fees between lawyers in separate firms. The fact that an introducer is a qualified lawyer does not eliminate these conditions.

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Permitted cooperation. A division may be considered where:

• It is proportionate to the services performed, or each lawyer assumes joint responsibility through a writing given to the client.

• The client agrees to the other lawyer’s employment after full disclosure of the fee division, including each lawyer’s share, and the agreement is confirmed in writing.

• The total fee is not excessive.

• Each participant’s work and acceptance of responsibility are otherwise lawful.

 

NYSBA Ethics Opinions 806 and 1166 apply the foreign-lawyer analysis alongside these fee-division requirements. Joint responsibility is a professional undertaking, not a description added to an invoice to justify a referral payment.

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Foreign firms with nonlawyer owners. Rule 5.4(a)(4) specifically permits certain fee divisions with another lawyer or law firm having nonlawyer owners or supervisors. The governing jurisdiction must permit nonlawyer ownership; the arrangement must preserve the New York lawyer’s independent judgment and client relationship; and the division must comply with Rule 1.5(g). This provision does not authorize direct commissions to ordinary nonlawyer consultancies or nonlawyer ownership of our New York practice.

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6. RECIPROCAL REFERRALS MUST REMAIN NONEXCLUSIVE AND CLIENT-FOCUSED

Governing framework. Rule 5.8(c) recognizes relationships consisting solely of nonexclusive reciprocal referral arrangements with nonlegal professionals. Rule 7.2 and its commentary impose additional safeguards concerning recommendations, professional independence, and client disclosure.

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NYSBA Ethics Opinion 1259 (2023) discusses this permissible form of cooperation. It does not authorize referral commissions or an obligation to recommend a provider regardless of the client’s needs.

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Our implementation. Every recommendation must be justified by suitability for the client. Clients remain free to select another provider. We do not guarantee referral volumes, exchange paid subcontracting commitments for introductions, or make referrals contingent on purchasing another provider’s services. Continuing arrangements must remain nonexclusive and are subject to review.

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7. AN INTERMEDIARY CANNOT CONTROL THE ATTORNEY-CLIENT RELATIONSHIP

Governing rules. Rule 5.4(c) protects professional judgment and confidentiality against interference by someone who recommends, employs, or pays the lawyer. Rule 1.8(f) permits third-party payment only with the client’s informed consent, protection of confidential information, and freedom from interference with professional judgment or the client-lawyer relationship.

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NYSBA Ethics Opinion 1116 (2017) addresses foreign-agent involvement in obtaining legal services and communicating with the client. The opinion requires safeguards addressing interference, referral compensation, conflicts, and transparent billing; on its facts, it requires separate billing of legal fees and expenses and identification of the agent’s charges.

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Permitted cooperation. An authorized intermediary may gather documents, arrange meetings, or facilitate communication. That role does not confer authority to alter legal advice, suppress warnings, dictate legal conclusions, or prevent necessary direct contact with the client.

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Our engagement must identify whom we represent. Where the underlying customer is our client, the intermediary’s commercial interests do not displace our obligations to that client. As an implementation policy, we require transparent identification of our role, the services provided by each participant, and their respective charges.

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8. AN INTERMEDIARY’S PRESENCE MAY DESTROY ATTORNEY-CLIENT PRIVILEGE

Governing rule. Attorney-client privilege is one of the client’s most important protections against compelled disclosure. An intermediary’s presence in a legal discussion—or subsequent receipt of the communication—can jeopardize that protection.

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In Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 27 N.Y.3d 616 (2016), the New York Court of Appeals explained that attorney-client communications made in the presence of, or disclosed to, third parties generally lose privilege unless a recognized exception applies. Its discussion incorporates People v. Osorio, 75 N.Y.2d 80 (1989), concerning communications facilitated by qualifying agents or interpreters.

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Our starting position is therefore that unnecessary intermediary participation in confidential attorney-client communications is undesirable and should be avoided. Introducing the client, paying legal fees, coordinating the engagement, or enjoying the client’s trust does not independently establish a privilege exception. Copying an intermediary on an email, inviting that person to a strategy meeting, or forwarding legal advice may expose communications to discovery.

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Limited exceptions. A necessary interpreter or qualifying agent facilitating confidential attorney-client communication may fall within the protection. But a consultant is not automatically protected simply because the attorney retained the consultant or found the consultant’s information useful. NYAHSA Services, Inc., Self Insurance Trust v. People Care Inc., 2016 NY Slip Op 51869(U) discusses this distinction, including the limits identified in United States v. Kovel and United States v. Ackert.

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An NDA, a confidentiality label, or the client’s permission to share information does not independently create privilege. Similarly, a shared business objective does not establish the common-interest exception. Under Ambac, New York’s common-interest exception requires the relevant common legal interest and pending or reasonably anticipated litigation.

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Our implementation. Substantive legal advice, sensitive factual discussions, and strategy ordinarily pass directly between our firm and the client. Administrative coordination may occur through separate channels. Before including a third party, we assess the participant’s function, the need for involvement, and the applicable privilege law. We may require a private meeting, a separate email thread, or exclusion from part of a discussion.

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Clients and cooperating providers should not forward legal advice or add participants to confidential communications without first consulting us. Informed consent may authorize disclosure; it does not guarantee preservation of privilege. Foreign lawyer status likewise does not automatically protect every communication involving that person.

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9. CONFIDENTIALITY CONTINUES EVEN WHERE PRIVILEGE DOES NOT APPLY

Governing rules. Rule 1.6 protects confidential information as defined by the New York Rules. Its scope differs from evidentiary privilege. Rule 5.3 imposes duties concerning supervision of nonlawyers working for or with the firm. Losing privilege does not automatically free an attorney to disclose confidential information.

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Permitted cooperation. Nonlawyer personnel and providers may receive information when their authorized functions require it and disclosure is ethically permissible. They are not categorically excluded from legal work merely because they are nonlawyers. NYSBA Opinion 1116 addresses appropriate supervision of a foreign agent assisting with communications and documents.

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Our firm implements these obligations through defined access, appropriate confidentiality undertakings, secure communication, and supervision suited to the work. An intermediary has no general entitlement to the client’s file, legal analysis, or communications.

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10. A REQUEST TO DELETE RECORDS DOES NOT AUTOMATICALLY REQUIRE COMPLETE ERASURE

Governing guidance. NYSBA Ethics Opinion 780 (2004) recognizes a lawyer’s ability to retain copies at the lawyer’s expense, including over a client’s objection. NYSBA Ethics Opinion 1094 (2016) addresses retention under the current Rules, including the legitimate interest in defending against accusations concerning the representation. Returning the client’s file therefore does not necessarily require destroying the firm’s retained copy.

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Limits. The right to retain copies is not unlimited. NYSBA Ethics Opinion 1164 (2019) explains that a lawyer’s retention interest may sometimes yield to a legitimate destruction request, depending on the circumstances. Sensitive proprietary information, the client’s legitimate interests, and the lawyer’s exposure require individual assessment.

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Our implementation. We do not promise blanket deletion of all instructions, warnings, communications, or supporting records. We assess requests against applicable recordkeeping requirements, court orders, preservation obligations, and legitimate defensive needs. We may decline a request and explain the basis in writing, or identify a lawful accommodation.

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Where circumstances raise concerns about concealment or misuse of the firm’s services, destruction is paused for legal and ethics review. This is a preservation precaution, not a determination that wrongdoing occurred. Retention does not itself authorize reporting or disclosure to outsiders.

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11. PROFESSIONAL AFFILIATIONS AND MARKETING MUST BE ACCURATE

Governing rules. Rules 7.1 and 7.5 prohibit misleading descriptions of legal services and professional relationships. Rule 7.5’s commentary specifically addresses inaccurate claims of partnership, affiliation, or association.

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Accordingly, a referral relationship does not authorize an intermediary to describe itself as our partner, branch, legal department, or affiliated law firm. Nor may it imply that it provides New York legal services through its own professional authorization when that is not the arrangement.

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Our firm requires prior approval of any proposed use of its name, credentials, work product, or description of a continuing relationship. The description must accurately identify the actual arrangement and relevant jurisdictional limitations.

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12. SUBMITTING A COOPERATION PROPOSAL

Proposals should provide enough information to evaluate the arrangement under the foregoing authorities. Please identify:

• Your legal name, business entity, ownership, and operating jurisdictions.

• Professional admissions, authorizations, current standing, and any practice restrictions.

• The services each participant would perform and the identity of the proposed client.

• Every proposed fee, reimbursement, commission, reciprocal commitment, or other economic benefit.

• The proposed communication arrangements and access to client information.

• Any proposed use of our name or description of professional affiliation.

 

Please initially provide only the information needed for conflicts and cooperation review. Do not send substantive client files or sensitive material until we identify an appropriate process.

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Our policy is to document accepted arrangements before work begins, including responsibilities, compensation, required client consent, confidentiality safeguards, and limits on marketing. Preliminary discussions do not authorize anyone to act on our behalf or describe themselves as our partner.

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Professional cooperation is welcome where its structure complies with the governing rules, preserves the attorney’s independence, and protects the client—including against avoidable loss of attorney-client privilege.