EThical rules, law firm structure and choice of law

University of Cincinnati Law Review

Volumn 69, Issue 4, 2001, Pages 1161-1203

  Ribstein, Larry E ^a  

^a NONE

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EID: 0035568030     PISSN: 00096881     EISSN: None     Source Type: Journal    
DOI: None     Document Type: Article

References (198)

1. See, e.g., Symposium on the Multi-Jurisdictional Practice of Law, Fordham University School of Law (Mar. 10-11, 2000) 〈http://www.abanet.org/cpr/mjp-march_articlcs.html〉.
2. See, e.g., Charles W. Wolfram, Sneaking Around in the Legal Profession: Interjurisdictional Unauthorized Practice by Transactional Lawyers , 36 S. TEX. L. REV. 666 (1995).
3. See, e.g., Jeffrey L. Rensberger, Jurisdiction, Choice of Law, and the Multistate Attorney, 36 S. TEX. L. REV. 799 (1995).
4. For example, Wolfram notes the problems multi-state law firms have regarding rules governing use of non-locally admitted lawyers' names, fee splitting with non-lawyers and non-lawyer ownership. See CHARLES W. WOLFRAM, MODERN LEGAL ETHICS §15.4 (1986).
5. See John S. Dzienkowski & Robert J. Peroni, Multidisciplinary Practice and the American Legal Profession: A Market Approach to Regulating the Delivery of Legal Services in the Twenty-First Century, 69 FORDHAM L. REV. 83, 203-04 (2000) (noting that the Ethics 2000 Final Report "continues the historic tradition of directly regulating only individual lawyers").
6. See generally MODEL RULES OF PROFESSIONAL CONDUCT (1999). The Ethics 2000 Commission has proposed a revision of these rules. See generally Ethics 2000 Comm'n Report on the Evaluation of the Model Rules of Professional Conduct (Nov. 2000) 〈www.abanet.org/cpr/ethics2k.html〉 [hereinafter E2K].
7. See generally MODEL RULES OF PROFESSIONAL CONDUCT (1999). The Ethics 2000 Commission has proposed a revision of these rules. See generally Ethics 2000 Comm'n Report on the Evaluation of the Model Rules of Professional Conduct (Nov. 2000) 〈www.abanet.org/cpr/ethics2k.html〉 [hereinafter E2K].
8. See Larry E. Ribstein, Ethical Rules, Agency Costs and Law Firm Structure, 84 VA. L. REV. 1707 (1998) Richard W. Painter, Rules Lawyers Play By, 76 N.Y.U.L. 665, 732-40 (2001) (arguing that law firms should be required to have codes that, among other things, could opt out for some default bar association rules and impose higher or more specific standards).
9. See Larry E. Ribstein, Ethical Rules, Agency Costs and Law Firm Structure, 84 VA. L. REV. 1707 (1998) Richard W. Painter, Rules Lawyers Play By, 76 N.Y.U.L. 665, 732-40 (2001) (arguing that law firms should be required to have codes that, among other things, could opt out for some default bar association rules and impose higher or more specific standards).
10. For an explanation of law firms in terms of reputational bonding, see id.; see also Fredrik Andersson, The Firm as a Pool of Reputations (visited Mar. 29, 2001) 〈http://papers.ssrn.com/paper.taf?abstract_id=l15011〉.
11. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
12. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
13. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
14. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
15. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
16. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
17. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
18. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
19. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
20. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
21. See generally Benjamin Klein, Transactions Costs Determinants of "Unfair" Contractual Arrangements, 70 AM. ECON. REV. PAPERS & PROC. 356 (1980); Benjamin Klein and Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89J. POL. ECON. 615 (1981); Patrick J. Kaufmann & Francine Lafontaine, Costs of Control: The Source of Economic Rents for McDonald's Franchisees, 37 J. L. & ECON. 417 (1994); Francine Lafontaine, Agency Theory and Franchising: Some Empirical Results, 23 RAND J. ECON. 263 (1992); Contractual Arrangements as Signalling Devices: Evidence from Franchising, 9 J.L. ECON. & ORG. 256 (1993); Benjamin Klein, The Economics of Franchise Contracts, 2J. CORP. FIN. 9 (1997); Francine Lafontaine & Sugato Bhattacharyya, The Role of Risk in Franchising, 2J. CORP. FIN. 39 (1997); Seth Norton, Is Franchsing a Capital Structure Issue, 2 J. CORP. FIN. 75 (1997); Nancy Lutz, Ownership Rights and Incentives in Franchising, 2 J. CORP. FIN 103 (1997); Steven C. Michael & Hollie J. Moore, Returns to Franchising, 2J. CORP. FIN. 133 (1997); J. Howard Beales III & Timothy J. Muris, The Foundations of Franchise Regulation: Issues and Evidence, 2J. CORP. FIN. 157 (1997).
22. ABA Comm'n. on Ethics and Professional Responsibility, Formal Op. 91-360 (1991). Firms may be subject to rules in states where they handle business even if their lawyers are not based there. See Michigan State Bar, Standing Committee on Professional and Judicial Ethics, Op. No. RI-225, 1995 WL 68958 (Feb. 1, 1995) (holding that a Michigan lawyer does not violate Michigan rules by having an ownership interest in a DC law firm that has non-lawyer partners permitted by DC rules, but not Michigan, rules, and does not handle "Michigan legal matters").
23. Ethical rules have potential firm-wide ramifications even if the firm is not legally required to monitor because of the firm's interests in ensuring ethical compliance. But this blends with the firm's general incentive to maximize the value of its reputation discussed immediately below rather than specifically to comply with potentially conflicting state rules. The firm's reputational bond provides an argument for replacing ethical regulation of lawyers with ethical regulation of firms. See infra Part IV.A.
24. The point here is not that all firms would want to engage in the activities precluded by structural ethical rules, but that the rules impose costs on the firms for which these structures would be efficient but for the restrictions.
25. Ted Schneyer, Professional Discipline for Law Firms?, 77 CORNELL L. REV. 1, 10 (1991).
26. See Ribstein, supra note 7.
27. Schneyer, supra note 13, at 12.
28. See id. at 14-16. With respect to firms' monitoring obligations, see M ODEL RULES OF PROFESSIONAL CONDUCT Rule 5.1 (a) & n. 19 (1999); supra note 6 and accompanying text (discussing state rules that provide for law firm discipline).
29. See id. at 14-16. With respect to firms' monitoring obligations, see M ODEL RULES OF PROFESSIONAL CONDUCT Rule 5.1 (a) & n. 19 (1999); supra note 6 and accompanying text (discussing state rules that provide for law firm discipline).
30. See Schneyer, supra note 13, at 45 n.276.
31. See Dzienkowski & Peroni, supra note 5, at 203-04; Susan Saab Fortney, Am I My Partner's Keeper? Peer Review in Law Firms, 66 U. COLO. L. REV. 329 (1995).
32. See Dzienkowski & Peroni, supra note 5, at 203-04; Susan Saab Fortney, Am I My Partner's Keeper? Peer Review in Law Firms, 66 U. COLO. L. REV. 329 (1995).
33. Set CAL. BUS. & PROF. CODE § 6161 (West 1971) (registration as law corporation); id. § 6167 (providing that law corporation "shall observe and be bound by such statutes, rules and regulations to the same extent as if specifically designated therein as a member of the State Bar"); id. § 6169 (providing for disciplinary hearings for law corporations); N.Y.COMP.CODES R. & REGS. tit. 22, § 1200.3(A)(2000); NJ. CT. RULES, 1969 R.1.20-1(a) (2000).
34. See Dzienkowski & Peroni, supra note 5, at 200-01.
35. Indeed, Part IV.A, below, considers whether firm-level regulation might replace lawyer-level regulation for lawyers who have joined firms.
36. Schneyer notes but docs not discuss the choicc-of-regime issue. See Schneyer, supra note 13, at 46 n.276.
37. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
38. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
39. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
40. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
41. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
42. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
43. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
44. For discussions of the law and policy relating to limiting liability in law firms, see ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG AND RIBSTEIN ON LIMITED LIABILITY PARTNERSHIPS AND THE REVISED UNIFORM PARTNERSHIP ACT §7.04 (2001); John S. Dzienkowski, Legal Malpractice and the Multistate Law Firm: Supervision of Multistate Offices; Firms as Limited Liability Partnerships; and Predispute Agreements to Arbitrate Client Malpractice Claims, 36 S. TEX. L. REV. 967, 980-88 (1995); Susan Saab Fortney, Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships, 39 S. TEX. L. REV. 399 (1998); Susan Saab Fortney, Seeking Shelter in the Minefield of Unintended Consequences - The Traps of Limited Liability Law Firms, 54 WASH. & LEE L. REV. 717 (1997); Carol R. Goforth, Limiting the Liability of General Partners in LLPs: An Analysis of Statutory Alternatives, 75 OR. L. REV. 1139 (1996); Jennifer J. Johnson, Limited Liability for Attomeys: General Partners Need Not Apply, 51 BUS. LAW 85 (1995); Ribstein, supra note 7, at 1725-29; Larry E. Ribstein, Possible Futures for Closely Held Firms, 64 U. GIN. L. REV. 319 (1996).
45. See BROMBERG & RIBSTEIN, supra note 23, § 7.04(a).
46. See generally id. §7.04.
47. See ILL. SUP. CT. RULES 721(b), (d), (h).
48. See BROMBERG & RIBSTEIN, supra note 23, § 7.04(b). This meshes with lawyers' monitoring responsibility under ethical rules. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.1(a) (1999); discussion infra Part I.F.
49. See BROMBERG & RIBSTEIN, supra note 23, § 7.04(b). This meshes with lawyers' monitoring responsibility under ethical rules. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.1(a) (1999); discussion infra Part I.F.
50. See BROMBERG & RIBSTEIN, supra note 23, §§ 2.06, 3.04, 7.04(b).
51. See CAL. CORP. CODE § 17375 (West 1999) (providing that nothing in the LLC act shall be construed to allow LLC to render professional services); R.I. SUP.CT. Art. II, Rule 10(a) (permitting lawyers to practice as professional corporations or LLPs but not LLCs).
52. See Ribstein, supra note 7, at 1728-29.
53. See Larry E. Ribstein, The Deregulation of Limited Liability and the Death of Partnership, 70 WASH. U. L.Q. 417, 446 (1992).
54. See Ribstein, supra note 7, at 1728-29.
55. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.4 cmt. (1999); supra note 6.
56. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.4 cmt. (1999); supra note 6.
57. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.7 cmt.
58. See supra note 10 and accompanying text.
59. These are reviewed in Dzienkowski & Peroni, supra note 5.
60. See 1 D.C. BAR RULES Rule 5.4 (1998) (Rules of Professional Conduct).
61. See generally Dzienkowski & Peroni, supra note 5.
62. See Jonathan Groner & Siobhan Roth, Envisoning a Big 5 Law Firm: Ernst & Young Positioning to Offer Full Legal Services, LEGAL TIMES, Oct. 25, 1999, at 1. The firm reportedly was dropping "Ernst & Young" from its name, mainly because of its decision to open an office in New York, which would have prohibited those words in the name. See Otis Bilodeau, Growing Fast, McKee Nelson Gives Up Ernst & Young Name, LEGAL TIMES, May 23, 2001, available at http://www.law.com.
63. See Jonathan Groner & Siobhan Roth, Envisoning a Big 5 Law Firm: Ernst & Young Positioning to Offer Full Legal Services, LEGAL TIMES, Oct. 25, 1999, at 1. The firm reportedly was dropping "Ernst & Young" from its name, mainly because of its decision to open an office in New York, which would have prohibited those words in the name. See Otis Bilodeau, Growing Fast, McKee Nelson Gives Up Ernst & Young Name, LEGAL TIMES, May 23, 2001, available at http://www.law.com.
64. See Dzienkowski & Peroni, supra note 5, at 165 n.410; Sheryl Stratton, Ernst & Young Law firm Financing Questioned at ABA Meetings, 86 TAX NOTES 1060 (2000) (noting questions raised as to whether the debt is actually an equity investment).
65. See Dzienkowski & Peroni, supra note 5, at 165 n.410; Sheryl Stratton, Ernst & Young Law firm Financing Questioned at ABA Meetings, 86 TAX NOTES 1060 (2000) (noting questions raised as to whether the debt is actually an equity investment).
66. See Ribstein, supra note 7, at 1722-25.
67. See Ted Schneyer, Multidisciplinary Practice, Professional Regulatian, and the Anti-Interference Principle in Legal Ethics, 84 MINN. L. REV. 1469 (2000).
68. MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.6 (1999).
69. See Cohen v. Lord, Day & Lord, 550 N.E.2d 410 (N.Y. 1989); Weiss v. Carpenter, Bennett & Morrissey, 672 A.2d 1132 (N.J. 1996); Jacob v. Norris, McLaughlin & Marcus, 607 A.2d 142 (N.J. 1992); Katchen v. Wolff & Samson, 610 A.2d 415 (NJ. Super Ct. App. Div. 1992); Denburg v. Parker Chapin Flattau & Klimpl, 624 N.E.2d 995 (N.Y. 1993); McDonough v. Bower & Gardner, 641 N.Y.S.2d 391 (N.Y. 1996); Judge v. Bartlett, Pontiff, Stewart & Rhodes, 610 N.Y.S.2d 412 (N.Y. 1994); Whiteside v. Griffis & Griffis, 902 S.W.2d 739 (Tex. App. 1995); see also Blackburn v. Sweeney, 637 N.E.2d 1340 (Ind. Ct. App. 1994) (invalidating agreement not to advertise in certain geographic area); Anderson v. Aspelmeier, Fisch, Power, Warner & Engberg, 461 N.W.2d 598, 601 (Iowa 1990) (invalidating reduced payout to a partner who "'committed an act . . . detrimental to the partnership"' where reduction based solely on clients' decision to follow the withdrawing partners).
70. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.6 cmt. (1999); E2K, supra note 6; Jacob v. Norris, McLaughlin & Marcus, 607 A.2d 142, 151 (NJ. 1992) (stating that "[t]he commercial concerns of the firm and of the departing lawyer are secondary to the need to preserve client choice").
71. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.6 cmt. (1999); E2K, supra note 6; Jacob v. Norris, McLaughlin & Marcus, 607 A.2d 142, 151 (NJ. 1992) (stating that "[t]he commercial concerns of the firm and of the departing lawyer are secondary to the need to preserve client choice").
72. See Ribstein, supra note 7, at 1735-36.
73. See id. at 1738 (noting that such agreements are not a perfect substitute to bans on non-competes because of the advantages in this context of a property over a liability rule).
74. See id. at 1737-38.
75. See MODEL RULES OF PROFESSIONAL CONDUCT Rules 1.7, 1.9 (1999); MODEL CODE OF PROFESSIONAL RESPONSIBILITY DR 5-105 (1980).
76. See MODEL RULES OF PROFESSIONAL CONDUCT Rules 1.7, 1.9 (1999); MODEL CODE OF PROFESSIONAL RESPONSIBILITY DR 5-105 (1980).
77. See Jonathan R. Macey & Geoffrey P. Miller, An Economic Analysis of Conflict of Interest Regulation, 82 IOWA L. REV. 965, 1004-05 (1997).
78. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 1.7(a)(1) (requiring that the lawyer "reasonably believes that the representation will not adversely affect the relationship with the other client"); MODEL CODE OF PROFESSIONAL RESPONSIBILITY DR 5-105(C) (providing that it must be "obvious" that the lawyer can adequately represent both clients' interests).
79. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 1.7(a)(1) (requiring that the lawyer "reasonably believes that the representation will not adversely affect the relationship with the other client"); MODEL CODE OF PROFESSIONAL RESPONSIBILITY DR 5-105(C) (providing that it must be "obvious" that the lawyer can adequately represent both clients' interests).
80. See E2K, supra note 6; id. Rule 1.0(e) (defining "informed consent" as requiring lawyer to "adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct"). Comment 5 states: The lawyer must make reasonable efforts to ensure that the client or other person possesses information reasonably adequate to make an informed decision. Ordinarily, this will require communication that includes a disclosure of the facts and circumstances giving rise to the situation, any explanation reasonably necessary to inform the client or other person of the material advantages and disadvantages of the proposed course of conduct and a discussion of the client's or other person's options and alternatives. In some circumstances it may be appropriate for a lawyer to advise a client or other person to seek the advice of other counsel. A lawyer need not inform a client or other person of facts or implications already known to the client or other person; nevertheless, a lawyer who does not personally inform the client or other person assumes the risk that the client or other person is inadequately informed and the consent is invalid. In determining whether the information and explanation provided are reasonably adequate, relevant factors include whether the client or other person is experienced in legal matters generally and in making decisions of the type involved, and whether independently represented by other counsel in giving the consent. Normally, such persons need less information and explanation than others, and generally a client or other person who is independently represented by other counsel in giving the consent should be presumed to have given informed consent. Id. Rule 1.0(e) cmt. 5. For further discussion of client consent to conflicts, see infra note 126.
81. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 1.9(b) (barring lawyer in the absence of client's informed consent from representing a person in the same or a substantially related matter in which lawyer's former firm had represented a client whose interests are materially adverse to that person and about whom the lawyer had acquired confidential and material information); 1.10(a) (barring lawyers associated in a firm in some circumstances from representing a client when any would be prohibited from doing so alone). For further discussion of imputing individual lawyers' conflicts to law firms, see W OLFRAM, supra note 4, §7.6.3.
82. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 1.9(b) (barring lawyer in the absence of client's informed consent from representing a person in the same or a substantially related matter in which lawyer's former firm had represented a client whose interests are materially adverse to that person and about whom the lawyer had acquired confidential and material information); 1.10(a) (barring lawyers associated in a firm in some circumstances from representing a client when any would be prohibited from doing so alone). For further discussion of imputing individual lawyers' conflicts to law firms, see W OLFRAM, supra note 4, §7.6.3.
83. See E2K, supra note 6, Rule 1.10(c)(2) (permitting new firm to represent client despite lawyer's disqualification if client is informed and "the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom"); RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS § 124 (1998) (describing screening as a method of avoiding imputation); Task Force on Conflicts of Interest, Conflict of Interest Issues, 50 BUS. LAW. 1381, 1402-21, 1426 (1995) (discussing methods of screening off lateral hires from conflicting clients and information in order to provide a basis for client consent to conflict); Comment, The Chinese Wall Defense to Law-Firm Disqualification, 128 U. PA. L. REV. 677 (1980).
84. See E2K, supra note 6, Rule 1.10(c)(2) (permitting new firm to represent client despite lawyer's disqualification if client is informed and "the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom"); RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS § 124 (1998) (describing screening as a method of avoiding imputation); Task Force on Conflicts of Interest, Conflict of Interest Issues, 50 BUS. LAW. 1381, 1402-21, 1426 (1995) (discussing methods of screening off lateral hires from conflicting clients and information in order to provide a basis for client consent to conflict); Comment, The Chinese Wall Defense to Law-Firm Disqualification, 128 U. PA. L. REV. 677 (1980).
85. See E2K, supra note 6, Rule 1.10(c)(2) (permitting new firm to represent client despite lawyer's disqualification if client is informed and "the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom"); RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS § 124 (1998) (describing screening as a method of avoiding imputation); Task Force on Conflicts of Interest, Conflict of Interest Issues, 50 BUS. LAW. 1381, 1402-21, 1426 (1995) (discussing methods of screening off lateral hires from conflicting clients and information in order to provide a basis for client consent to conflict); Comment, The Chinese Wall Defense to Law-Firm Disqualification, 128 U. PA. L. REV. 677 (1980).
86. See Dzienkowski & Peroni, supra note 5, at 185-86; Daniel R. Fischel, Multidisciplinary Practice, 55 BUS. LAW. 951, 964-67(2000).
87. See Dzienkowski & Peroni, supra note 5, at 185-86; Daniel R. Fischel, Multidisciplinary Practice, 55 BUS. LAW. 951, 964-67(2000).
88. See E2K, supra note 6, Rule 1.0(c) (proposing flexible definition of "firm").
89. Larger firms not only face more conflicts, but also have an incentive to avoid conflicts by referring clients to specialist "boutique" firms rather than to their direct competitors. See Richard A. Epstein, The Legal Regulation of Lawyers' Conflicts of Interest, 60 FORDHAM L. REV. 579, 587 (1992).
90. See id. at 587.
91. See infra text accompanying notes 78-79.
92. See, e.g., Benjamin Klein & Keith B. Leffler, The Role of Market Forces in Assuring Contractual Performance, 89 J. POL. ECON. 615 (1981).
93. See Zauderer v. Office of Disciplinary Counsel, 471 U.S. 626 (1985); In re R.M.J., 455 U.S. 191 (1982); Bates v. State Bar of Ariz., 433 U.S. 350 (1977).
94. See California Dental Assoc. v Federal Trade Comm'n, 119 S. Ct. 1604 (1999). It is not clear the extent to which this decision applies to attorney ethical rules adopted by courts and state legislatures.
95. See E2K, supra note 6, Rule 7.2 cmt 3.
96. See id. Rule 7.5(a)-(b).
97. See id. Rule 7.2.
98. See James Q. Walker, Ethics and the Internet, 617 PLI/LIT 297, 310 (Oct. 1999) (stating that "[w]hether allowing an attorney to advertise and practice over the Internet is like a license to engage in (or at least invite) the unauthorized practice of law is one of the most troubling questions posed by Internet practice").
99. Pursuant to the Ethics 2000 revision of Model Rule 8.5, the state in which conduct occurs may reach the conduct of individual lawyers, and therefore indirectly the firm. With respect to the state's ability to exercise jurisdiction on the basis of a website, see generally Committee on Cyberspace Law, Achieving Legal and Business Order in Cyberspace: A Report on Global Jurisdiction Issues Created by the Internet, 55 BUS. LAW. 1801 (2000); Jermyu Gilman, Personal Jurisdiction and the Internet; Traditional Jurisprudence for a New Medium, 56 BUS. LAW. 395 (2000).
100. Pursuant to the Ethics 2000 revision of Model Rule 8.5, the state in which conduct occurs may reach the conduct of individual lawyers, and therefore indirectly the firm. With respect to the state's ability to exercise jurisdiction on the basis of a website, see generally Committee on Cyberspace Law, Achieving Legal and Business Order in Cyberspace: A Report on Global Jurisdiction Issues Created by the Internet, 55 BUS. LAW. 1801 (2000); Jermyu Gilman, Personal Jurisdiction and the Internet; Traditional Jurisprudence for a New Medium, 56 BUS. LAW. 395 (2000).
101. See E2K, supra note 6, Rule 7.1 (proscribing false or misleading communications).
102. Thus, the new McKee, Nelson firm was said to have taken advantage of liberality in DC rules regarding trade names to include the name of an accounting firm in that of a law firm. See Geoffrey C. Hazard, Jr., Foreword: The Future of the Profession, 84 MINN. L. REV. 1083, 1086 (2000).
103. See supra text accompanying note 13.
104. See E2K, supra note 6, Rule 5.1 (a) cmt.
105. See Duncan T. O'Brien, Multistate Practice and Conflicting Ethical Obligations, 16 SETON HALL L. REV. 678, 720-21 (1986); Rensbergcr, supra note 3, at 817-20; Committee on Counsel Responsibility, Risks of Violation of Rules of Professional Responsibility by Reason of the Increased Disparity Among the States, 45 BUS. LAW. 1229, 1235-37 (1990); Note, Developments in the Law - Lawyer's Responsibilities and Lawyer's Responses, 107 HARV. L. REV. 1547, 1583-86 (1994); Colin Owyang, Note, Professional Responsibility and Choice of Law: A Client-Based Alternative to the Model Rules of Professional Conduct, 28 U. MICH. J. L. REF. 459, 459-60 (1995).
106. See Duncan T. O'Brien, Multistate Practice and Conflicting Ethical Obligations, 16 SETON HALL L. REV. 678, 720-21 (1986); Rensbergcr, supra note 3, at 817-20; Committee on Counsel Responsibility, Risks of Violation of Rules of Professional Responsibility by Reason of the Increased Disparity Among the States, 45 BUS. LAW. 1229, 1235-37 (1990); Note, Developments in the Law - Lawyer's Responsibilities and Lawyer's Responses, 107 HARV. L. REV. 1547, 1583-86 (1994); Colin Owyang, Note, Professional Responsibility and Choice of Law: A Client-Based Alternative to the Model Rules of Professional Conduct, 28 U. MICH. J. L. REF. 459, 459-60 (1995).
107. See Duncan T. O'Brien, Multistate Practice and Conflicting Ethical Obligations, 16 SETON HALL L. REV. 678, 720-21 (1986); Rensbergcr, supra note 3, at 817-20; Committee on Counsel Responsibility, Risks of Violation of Rules of Professional Responsibility by Reason of the Increased Disparity Among the States, 45 BUS. LAW. 1229, 1235-37 (1990); Note, Developments in the Law - Lawyer's Responsibilities and Lawyer's Responses, 107 HARV. L. REV. 1547, 1583-86 (1994); Colin Owyang, Note, Professional Responsibility and Choice of Law: A Client-Based Alternative to the Model Rules of Professional Conduct, 28 U. MICH. J. L. REF. 459, 459-60 (1995).
108. See Duncan T. O'Brien, Multistate Practice and Conflicting Ethical Obligations, 16 SETON HALL L. REV. 678, 720-21 (1986); Rensbergcr, supra note 3, at 817-20; Committee on Counsel Responsibility, Risks of Violation of Rules of Professional Responsibility by Reason of the Increased Disparity Among the States, 45 BUS. LAW. 1229, 1235-37 (1990); Note, Developments in the Law - Lawyer's Responsibilities and Lawyer's Responses, 107 HARV. L. REV. 1547, 1583-86 (1994); Colin Owyang, Note, Professional Responsibility and Choice of Law: A Client-Based Alternative to the Model Rules of Professional Conduct, 28 U. MICH. J. L. REF. 459, 459-60 (1995).
109. See Duncan T. O'Brien, Multistate Practice and Conflicting Ethical Obligations, 16 SETON HALL L. REV. 678, 720-21 (1986); Rensbergcr, supra note 3, at 817-20; Committee on Counsel Responsibility, Risks of Violation of Rules of Professional Responsibility by Reason of the Increased Disparity Among the States, 45 BUS. LAW. 1229, 1235-37 (1990); Note, Developments in the Law - Lawyer's Responsibilities and Lawyer's Responses, 107 HARV. L. REV. 1547, 1583-86 (1994); Colin Owyang, Note, Professional Responsibility and Choice of Law: A Client-Based Alternative to the Model Rules of Professional Conduct, 28 U. MICH. J. L. REF. 459, 459-60 (1995).
110. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal regulatory commission by 2015); Fred C. Zacharias, Federalizing Legal Ethics, 73 TEX. L. REV. 335 (1994) (considering adoption of uniform federal ethical code); see also Chesterfield Smith, Time for a National Practice of Law Act, 64 A.B.A.J. 557 (1978) (arguing for state adoption of a national practice of law act under which all states would give full reciprocal recognition to lawyers admitted in other states). For criticism of federalization , see H. Geoffrey Moulton, Jr., Federalism and Choice of Law in the Regulation of Legal Ethics, 82 MINN. L. REV. 73 (1997).
111. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal regulatory commission by 2015); Fred C. Zacharias, Federalizing Legal Ethics, 73 TEX. L. REV. 335 (1994) (considering adoption of uniform federal ethical code); see also Chesterfield Smith, Time for a National Practice of Law Act, 64 A.B.A.J. 557 (1978) (arguing for state adoption of a national practice of law act under which all states would give full reciprocal recognition to lawyers admitted in other states). For criticism of federalization , see H. Geoffrey Moulton, Jr., Federalism and Choice of Law in the Regulation of Legal Ethics, 82 MINN. L. REV. 73 (1997).
112. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal regulatory commission by 2015); Fred C. Zacharias, Federalizing Legal Ethics, 73 TEX. L. REV. 335 (1994) (considering adoption of uniform federal ethical code); see also Chesterfield Smith, Time for a National Practice of Law Act, 64 A.B.A.J. 557 (1978) (arguing for state adoption of a national practice of law act under which all states would give full reciprocal recognition to lawyers admitted in other states). For criticism of federalization , see H. Geoffrey Moulton, Jr., Federalism and Choice of Law in the Regulation of Legal Ethics, 82 MINN. L. REV. 73 (1997).
113. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal regulatory commission by 2015); Fred C. Zacharias, Federalizing Legal Ethics, 73 TEX. L. REV. 335 (1994) (considering adoption of uniform federal ethical code); see also Chesterfield Smith, Time for a National Practice of Law Act, 64 A.B.A.J. 557 (1978) (arguing for state adoption of a national practice of law act under which all states would give full reciprocal recognition to lawyers admitted in other states). For criticism of federalization , see H. Geoffrey Moulton, Jr., Federalism and Choice of Law in the Regulation of Legal Ethics, 82 MINN. L. REV. 73 (1997).
114. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal regulatory commission by 2015); Fred C. Zacharias, Federalizing Legal Ethics, 73 TEX. L. REV. 335 (1994) (considering adoption of uniform federal ethical code); see also Chesterfield Smith, Time for a National Practice of Law Act, 64 A.B.A.J. 557 (1978) (arguing for state adoption of a national practice of law act under which all states would give full reciprocal recognition to lawyers admitted in other states). For criticism of federalization , see H. Geoffrey Moulton, Jr., Federalism and Choice of Law in the Regulation of Legal Ethics, 82 MINN. L. REV. 73 (1997).
115. There have been many calls for federalizing law practice, or predictions that this will occur. See Dzienkowski & Peroni, supra note 5, at 150 n. 356 (noting that, although (here are problems of feasibility, "a strong argument can be made that a federal system for regulating MDPs is the more efficient approach given that many of such entities will operate across state and possibly international borders"); James P. Holden, Written Remarks to the ABA Commission on Multidisciplinary Practice (Nov. 12, 1999) 〈http://abanet.org/cpr/holden.html〉 (suggesting opt-in federal system for regulating MDP's); Ted Schneyer, Professional Discipline in 2050: A Look Back, 60 FORDHAM L. REV. 125, 129 (1991) (predicting development of a federal
116. See id.; Larry E. Ribstein & Brucc H. Kobayashi, Economic Analysis of Uniform State Laws, 25 J. LEGAL STUD. 131 (1996). See also Richard W. Painter, Jurisdictional Competition as Federalism's Answer to the Multidisciplinary Debate, 36 Wake Forest L. Rev. 185, 189 (2201) (noting that the advantages of jurisdictional competition are the same for lawyer regulation as for corporations).
117. See id.; Larry E. Ribstein & Brucc H. Kobayashi, Economic Analysis of Uniform State Laws, 25 J. LEGAL STUD. 131 (1996). See also Richard W. Painter, Jurisdictional Competition as Federalism's Answer to the Multidisciplinary Debate, 36 Wake Forest L. Rev. 185, 189 (2201) (noting that the advantages of jurisdictional competition are the same for lawyer regulation as for corporations).
118. See ALBERT O. HIRSCHMAN, EXIT, VOICE AND LOYALTY (1970) (discussing tradeoffs between exit and voice).
119. See infra Part II.C.3.
120. See Ribstein, supra note 7, at 1743-46.
121. See id. at 1745-46.
122. See id. at 1745.
123. See Dzienkowski & Peroni, supra note 5, at 150 n.353.
124. See John H. Matheson, Governance Issues in the Multidisciplinary Corporate Practice Firm, 69 U. CIN. L. REV. (forthcoming 2001).
125. See supra text accompanying notes 39-40; Dzienkowski & Peroni, supra note 5, at 193-200.
126. See supra text accompanying notes 39-40; Dzienkowski & Peroni, supra note 5, at 193-200.
127. See Bruce H. Kobayashi & Larry E. Ribstein, Evolution and Spontaneous Uniformity: Evidence from the Evolution of the limited liability Company, 34 ECON. INQUIRY 464 (1996).
128. See Schneyer, supra note 13, at 28 (noting problem with uniform rules given differences in types of firms).
129. A rule that permits a firm to choose to be governed only by the law of a state in which it maintains a branch office, see infra Part II.C.3, obviously reduces the distinction regarding the cost of choice distinction between intrastate and interstate firms.
130. The jurisdiction also might change its rules. However, to the extent that the rules are part of the contract among the firm's members, such changes may have to be prospective only in order to comply with the contract clause of the Constitution. See generally Henry N. Butler & Larry E. Ribstein, The Contract Clause and the Corporation, 55 BROOK. L. REV. 767 (1989).
131. See generally Michael R. Darby & Edi Karni, Free Competition and the Optimal Amount of Fraud, 16 J. L. & ECON. 67, 68-69 (1973); Ellen R. Jordan & Paul H. Rubin, An Economic Analysis of the Law of False Advertising, 8 J. LEG. STUD. 527, 530-31 (1979). For an application to legal services.
132. See generally Michael R. Darby & Edi Karni, Free Competition and the Optimal Amount of Fraud, 16 J. L. & ECON. 67, 68-69 (1973); Ellen R. Jordan & Paul H. Rubin, An Economic Analysis of the Law of False Advertising, 8 J. LEG. STUD. 527, 530-31 (1979). For an application to legal services, see Ribstein, supra note 7, at 1712-13.
133. See generally Michael R. Darby & Edi Karni, Free Competition and the Optimal Amount of Fraud, 16 J. L. & ECON. 67, 68-69 (1973); Ellen R. Jordan & Paul H. Rubin, An Economic Analysis of the Law of False Advertising, 8 J. LEG. STUD. 527, 530-31 (1979). For an application to legal services, see Ribstein, supra note 7, at 1712-13
134. The discussion focuses on the effect of jurisdictional choice on lawyer-client agency costs. There are additional issues concerning the effect on third-party interests arguably protected by lawyer regulation. For example, lawyers may have ethical duties to disclose client fraud or misconduct, or to perform pro bono work as a condition of maintaining bar membership. Clients themselves may have incentives to internalize these costs as by contracting regarding lawyer disclosure. See Richard W. Painter, Toward a Market for Lawyer Disclosure Services: In Search of Optimal Whistleblowing Rules, 63 GEO. WASH. L. REV. 221 (1995) (suggesting enabling clients to choose firms according to whether they disclose client wrongdoing). In other situations, such as pro bono work, clients may be indifferent to third party interests but the regulation may actually help lawyers by highlighting their standing as a profession or by serving as a barrier to entry. See RICHARD A. POSNER, OVERCOMING LAW 56 (1995). In any event, the important point for present purposes is that third party interests do not appear to be implicated in the sort of law firm structural rules discussed in this article.
135. The discussion focuses on the effect of jurisdictional choice on lawyer-client agency costs. There are additional issues concerning the effect on third-party interests arguably protected by lawyer regulation. For example, lawyers may have ethical duties to disclose client fraud or misconduct, or to perform pro bono work as a condition of maintaining bar membership. Clients themselves may have incentives to internalize these costs as by contracting regarding lawyer disclosure. See Richard W. Painter, Toward a Market for Lawyer Disclosure Services: In Search of Optimal Whistleblowing Rules, 63 GEO. WASH. L. REV. 221 (1995) (suggesting enabling clients to choose firms according to whether they disclose client wrongdoing). In other situations, such as pro bono work, clients may be indifferent to third party interests but the regulation may actually help lawyers by highlighting their standing as a profession or by serving as a barrier to entry. See RICHARD A. POSNER, OVERCOMING LAW 56 (1995). In any event, the important point for present purposes is that third party interests do not appear to be implicated in the sort of law firm structural rules discussed in this article.
136. Because this article proposes that firms be allowed to choose licensing regimes, firms will have to select entire state bundles of rules rather than individual rules from many jurisdictions. See infra Part II.C.5.
137. Individual contractual provisions might become as notorious as state laws through wide use or firms' publicity. The point in the text is that there is greater potential for notoriety for state laws than for private contractual provisions keeping such mechanisms constant between the two alternatives.
138. See infra Part II.C.4.
139. See infra Part II.C.5; Erin A. O'Hara & Larry E. Ribstein, From Politics to Efficiency in Choice of Law, 67 U. CHI. L. REV. 1151, 1192-94 (2000) (discussing how bundling minimizes the effect of bargaining and information disparities relating to contractual choice of law).
140. See infra Part II.C.5; Erin A. O'Hara & Larry E. Ribstein, From Politics to Efficiency in Choice of Law, 67 U. CHI. L. REV. 1151, 1192-94 (2000) (discussing how bundling minimizes the effect of bargaining and information disparities relating to contractual choice of law).
141. See Alan Schwartz & Louis L. Wilde, Intervening in Markets on the Basis of Imperfect Information: A Legal and Economic Analysis, 127 U. PA. L. REV. 630 (1979).
142. See supra text accompanying note 8.
143. See E2K, supra note 6, Rule 8.5.
144. See id. Rule 5.1.
145. See RIBSTEIN & KEATINGE, RIBSTEIN & KEATINGE ON LIMITED LIABILITY COMPANIES § 4.10 (2000) (discussing purpose restrictions on LLCs); id. § 4.11 (discussing name restrictions); id. § 12.02 (discussing liability of LLC members); id. § 15.14 (discussing use of LLC form by lawyers); id. app. 4-1 and 12-1 (tabulating state statutory provisions).
146. See BROMBERG & RIBSTEIN, supra note 23, §7.04.
147. See E2K, supra note 6, Rule 1.0 (defining "firm").
148. These rules are summarized in supra Part I and infra subsection II.C.2.
149. See generally RICHARD M. BUXBAUM & KLAUS J. HOPT, LEGAL HARMONIZATION AND THE BUSINESS ENTERPRISE 68-79, 227-28 (1988).
150. R.U.P.A. § 106 (1997).
151. See infra Part II.C.4.
152. It might be argued that analogous problems apply to individual lawyers and single-jurisdictional firms. Although lawyers normally practice only in their states of residence, even individual lawyers increasingly are practicing nationally, as through the Internet. The arguments for and problems with extending the jurisdictional choice regime to individual lawyers are discussed in infra Part IV.B.
153. See MODEL RULES OF PROFESSIONAL CONDUCT Rule 5.4 (1999) (relating to professional independence); id. Rule 5.7 (relating to provision of law-related services).
154. See id. 5.6.
155. See id. Rule 5.1-5.3. Note that these rules also may have implications for vicarious liability.
156. See id. Rule 1.10.
157. See id. Rule 7.1-7.6.
158. See id. Rule 8.5; see also id. Rule 5.5 (recognizing as unethical unauthorized practice of law in states other than where lawyer is licensed).
159. Because "branch" is intended to distinguish multi-jurisdictional from uni-jurisdictional firms, the term should be defined to include a physical office with which lawyers are permanently affiliated and that conducts business with clients.
160. To be sure, efficient market pricing does not occur for closely held corporations, which nevertheless can shop for internal governance rules. But this is not a serious problem because closely held firms arc unlikely to take full advantage of shopping for law: the costs of operating as a foreign corporation are higher for such firms than for publicly traded firms in relation to the overall cost of capital. Also, in the usual internal affairs rule setting, the main affected parties are the owners themselves who have repeat dealings and therefore are in a better position to negotiate for protection than outside clients of law firms. Although third parties are affected by limited liability rules, these are relatively uniform across jurisdictions.
161. See O'Hara & Ribstein, supra note 92, at 1192-94 (discussing advantages of bundling choice of law rules).
162. See supra note 73 and accompanying text.
163. See Moulton, supra note 73.
164. For a general discussion of the problems of federal choice of law rules, see O'Hara & Ribstein, supra note 92.
165. See Jonathan R. Macey, Federal Deference to Local Regulators and the Economic Theory of Regulation: Toward a Public-Choice Explanation of Federalism, 76 VA. L. REV. 265 (1990).
166. See Dzienkowski & Peroni, supra note 5, at 150.
167. For a summary of the states' current positions on multi-disciplinary firms, see Mona L. Hymel, Multidisciplinary Practice: The States Weigh In, 88 T AX NOTES 261 (2000).
168. See supra Part II.C.5.
169. See supra text accompanying notes 18-19.
170. See supra note 20 and accompanying text.
171. See Bruce H. Kobayashi & Larry E. Ribstein, Contract and Jurisdictional freedom, in THE FALL AND RISE OF FREEDOM OF CONTRACT 325 (F.H. Buckley ed., Duke 1999).
172. See Gary Becker, A Theory of Competition Among Pressure Groups for Political Influence, 98 Q.J. ECON. 371 (1983).
173. See Ribstein, supra note 31, at 473-75.
174. See RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS §202 cmt. d (l998) (providing that "[a] client might. . . give informed consent in advance to the types of conflicts that are familiar to the client"); E2K, supra note 6, Rule 1.7 cmt. 22 (recognizing enforcement of advance consent to conflicts particularly for sophisticated clients who understand risks); Richard W. Painter, Advance Waiver of Conflicts, 13 GEO. J. LEGAL ETHICS 289 (2000) (discussing cases enforcing advance consents to conflicts and recommending amendment of Model Rules to explicitly permit enforcement of advance waivers of conflicts where client has separate legal representation).
175. See RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS §202 cmt. d (l998) (providing that "[a] client might. . . give informed consent in advance to the types of conflicts that are familiar to the client"); E2K, supra note 6, Rule 1.7 cmt. 22 (recognizing enforcement of advance consent to conflicts particularly for sophisticated clients who understand risks); Richard W. Painter, Advance Waiver of Conflicts, 13 GEO. J. LEGAL ETHICS 289 (2000) (discussing cases enforcing advance consents to conflicts and recommending amendment of Model Rules to explicitly permit enforcement of advance waivers of conflicts where client has separate legal representation).
176. See RESTATEMENT (THIRD) OF THE LAW GOVERNING LAWYERS §202 cmt. d (l998) (providing that "[a] client might. . . give informed consent in advance to the types of conflicts that are familiar to the client"); E2K, supra note 6, Rule 1.7 cmt. 22 (recognizing enforcement of advance consent to conflicts particularly for sophisticated clients who understand risks); Richard W. Painter, Advance Waiver of Conflicts, 13 GEO. J. LEGAL ETHICS 289 (2000) (discussing cases enforcing advance consents to conflicts and recommending amendment of Model Rules to explicitly permit enforcement of advance waivers of conflicts where client has separate legal representation).
177. See ABA Task Force on Conflicts of Interest, Conflicts of Interest Issues, 50 BUS. LAW. 1381, 1426 (1995) (suggesting that firms include choice-of-law clauses in engagement letters to deal with client conflict issues).
178. The complexities of defining "sophisticated" clients were noted by Professor Theodore J. Schneyer in his talk in this Symposium.
179. See generally Center for Professional Responsibility, Corporate Admissions Standards, 〈www.abanet.orb/cpr/mjp-uplchart.html〉 (visited Aug. 14,2001) (chart tabulating state rules on practice by in-house counsel, listing about a dozen states with such rules).
180. WOLFRAM, supra note 4, § 15.4.1, at 868-69, notes that lawyers not locally admitted may be able to do some work in their firm's branch office, including research, under supervision of a locally admitted lawyer. However, these rules aren't enough to accommodate lawyer who is based in a branch office.
181. See supra text accompanying note 7.
182. See infra text accompanying note 140.
183. See supra text accompanying notes 39-40.
184. For discussions of alternative ownership structures at the borderline of the economic "firm," see Oliver Hart & John Moore, Property Rights and the Nature of the Firm, 98 J. POL. ECON. 1119 (1990); Larry E. Ribstein, Limited Liability Unlimited, 24 DEL. J. CORP. L. 407 (1999). For discussion of borderline cases involving the definition of partnership, see generally ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG & RIBSTEIN ON PARTNERSHIP §§ 2.01-.14 (1996).
185. For discussions of alternative ownership structures at the borderline of the economic "firm," see Oliver Hart & John Moore, Property Rights and the Nature of the Firm, 98 J. POL. ECON. 1119 (1990); Larry E. Ribstein, Limited Liability Unlimited, 24 DEL. J. CORP. L. 407 (1999). For discussion of borderline cases involving the definition of partnership, see generally ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG & RIBSTEIN ON PARTNERSHIP §§ 2.01-.14 (1996).
186. For discussions of alternative ownership structures at the borderline of the economic "firm," see Oliver Hart & John Moore, Property Rights and the Nature of the Firm, 98 J. POL. ECON. 1119 (1990); Larry E. Ribstein, Limited Liability Unlimited, 24 DEL. J. CORP. L. 407 (1999). For discussion of borderline cases involving the definition of partnership, see generally ALAN R. BROMBERG & LARRY E. RIBSTEIN, BROMBERG & RIBSTEIN ON PARTNERSHIP §§ 2.01-.14 (1996).
187. See supra note 56 and accompanying text.
188. See Ribstein, supra note 7, at 1731-32.
189. See Erin A. O'Hara, Opting Out of Regulation: A Public Choice Analysis of Contractual Choice of Law, 53 VAND. L. REV. 1551 (2000) (arguing that enforcing jurisdictional choice, by mitigating the effect or an enacted law, reduces interest groups' costs and benefits, and therefore may either deter or encourage enactment).
190. The availability of jurisdictional choice therefore might evolve in a way that offers beneficial variety for different types of firms. See supra Part II.A.3.
191. See supra Part I.F.
192. See supra note 129.
193. See Larry E. Ribstein, Lawyer Licensing and State Law Efficiency (2001) previously Lawyer's Property Rights in State Law 〈http://papers.ssrn.com/paper.taf?abstract_id=25l750〉 (visited June 3, 2001) (George Mason Law & Economics Working Paper No. 00-43 (2000)).
194. See supra text accompanying note 7.
195. See Ribstein, supra note 7.
196. See supra Part II.A.3.
197. Firms obviously would want to compel individual lawyers in the firm to agree to adhere to the same set of rules.
198. See supra Part II.B.2-3.