Two law firms are merging. Before the merger takes effect, can lawyers in one firm service the other firm's clients, and who bills them?

Plain-English summary

The inquiring attorney sought guidance on proper conduct in connection with a merger between two law firms.

The panel took the position that it is proper procedure for the attorneys in one firm to service the clients in the other firm prior to the effective date of the merger, with the clients' knowledge and consent.

The panel also stated that correspondence and billing to the clients of the old firms should be billed by the old firms as long as the firms continue in existence.

Currency note

This opinion was issued in 1991, after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, which renumbered and amended several provisions. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule mentioned here.

Common questions

Q: Before the merger closes, can one firm's lawyers handle the other firm's clients?

A: Per the opinion, yes. It is proper for the attorneys in one firm to service the clients of the other firm before the merger's effective date, with the clients' knowledge and consent.

Q: Who should bill the clients before the merger takes effect?

A: Per the opinion, correspondence and billing to the clients of the old firms should be handled by the old firms as long as those firms continue in existence.

Q: What did the panel emphasize about the clients?

A: Per the opinion, the servicing arrangement should be done with the clients' knowledge and consent.

Background and rules framework

The opinion cites no numbered Rule of Professional Conduct. The panel resolved the inquiry on general principles governing a law firm merger: cross-servicing of the other firm's clients before the effective date is proper if done with the clients' knowledge and consent, and billing and correspondence remain with the original firms while they continue to exist.

Citations and references

Rules of Professional Conduct:

• None cited. The panel resolved the inquiry on general principles governing conduct during a law firm merger.

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Op. 91-35: A Departing Associate's Withdrawal and Responsibility for Firm Clients
• RI EAP Op. 91-51: Successive Government Practice and the One-Year Bar Under Rules 1.10 and 1.11

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%2091-73.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

Digest of Ethics Advisory Panel
Opinion #91-73, Request #193
Issued October 30, 1991

An attorney seeks Panel guidance as to proper conduct in connection with a merger between two law firms.

The Panel takes the position that it is proper procedure for the attorneys in one firm to service the clients in the other firm prior to the effective date of the merger, with the clients' knowledge and consent. The Panel also believes that correspondence and billing to the clients of the old firms should be billed by the old firms as long as the firms continue in existence.