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2023
 TABLE OF CONTENTS

RULES OF PROFESSIONAL CONDUCT Rule 1.8.9 Purchasing Property at a

CROSS-REFERENCE TABLES Foreclosure or a Sale Subject to
Judicial Review 18
Current Rules to the “1992” Rules iii
Rule 1.8.10 Sexual Relations with Current Client 19
“1992” Rules to the Current Rules vii
Rule 1.8.11 Imputation of Prohibitions Under
Rules 1.8.1 to 1.8.9 19
RULES OF PROFESSIONAL CONDUCT
Rule 1.9 Duties to Former Clients 19
Rule 1.0 Purpose and Function of the
Rules of Professional Conduct 1 Rule 1.10 Imputation of Conflicts of Interest:
General Rule 20
Rule 1.0.1 Terminology 2
Rule 1.11 Special Conflicts of Interest for
CHAPTER 1. LAWYER-CLIENT RELATIONSHIP Former and Current Government
Rule 1.1 Competence 3 Officials and Employees 21

Rule 1.2 Scope of Representation and Rule 1.12 Former Judge, Arbitrator,
Allocation of Authority 4 Mediator, or Other Third-Party
Neutral 23
Rule 1.2.1 Advising or Assisting the Violation
of Law 5 Rule 1.13 Organization as Client 24

Rule 1.3 Diligence 5 Rule 1.14 [Reserved] 26

Rule 1.4 Communication with Clients 6 Rule 1.15 Safekeeping Funds and Property of
Clients and Other Persons* 26
Rule 1.4.1 Communication of Settlement Offers 6
Rule 1.16 Declining or Terminating
Rule 1.4.2 Disclosure of Professional Liability Representation 28
Insurance 7
Rule 1.17 Sale of a Law Practice 30
Rule 1.5 Fees for Legal Services 7
Rule 1.18 Duties to Prospective Client 31
Rule 1.5.1 Fee Divisions Among Lawyers 8
CHAPTER 2. COUNSELOR
Rule 1.6 Confidential Information of a Client 9
Rule 2.1 Advisor 32
Rule 1.7 Conflict of Interest: Current Clients 13
Rule 2.2 [Reserved] 33
Rule 1.8.1 Business Transactions with a Client
and Pecuniary Interests Adverse Rule 2.3 [Reserved] 33
to a Client 15 Rule 2.4 Lawyer as Third-Party Neutral 33
Rule 1.8.2 Use of Current Client’s Information 16 Rule 2.4.1 Lawyer as Temporary Judge,
Rule 1.8.3 Gifts from Client 16 Referee, or Court-Appointed
Arbitrator 33
Rule 1.8.4 [Reserved] 17
CHAPTER 3. ADVOCATE
Rule 1.8.5 Payment of Personal or Business
Expenses Incurred by or for a Client 17 Rule 3.1 Meritorious Claims and Contentions 33

Rule 1.8.6 Compensation from One Other Rule 3.2 Delay of Litigation 34
than Client 17 Rule 3.3 Candor Toward the Tribunal* 34
Rule 1.8.7 Aggregate Settlements 18 Rule 3.4 Fairness to Opposing Party and
Rule 1.8.8 Limiting Liability to Client 18 Counsel 35

2023 i
 TABLE OF CONTENTS

Rule 3.5 Contact with Judges, Officials, Rule 6.2 [Reserved] 50

Employees, and Jurors 36
Rule 6.3 Membership in Legal Services
Rule 3.6 Trial Publicity 37 Organization 50

Rule 3.7 Lawyer as Witness 38 Rule 6.4 [Reserved] 50

Rule 3.8 Special Responsibilities of a Rule 6.5 Limited Legal Services Programs 50
Prosecutor 39
CHAPTER 7. INFORMATION ABOUT LEGAL SERVICES
Rule 3.9 Advocate in Nonadjudicative
Proceedings 40 Rule 7.1 Communications Concerning a
Lawyer’s Services 51
Rule 3.10 Threatening Criminal, Administrative,
or Disciplinary Charges 41 Rule 7.2 Advertising 52

CHAPTER 4. TRANSACTIONS WITH PERSONS* Rule 7.3 Solicitation of Clients 53

OTHER THAN CLIENTS Rule 7.4 Communication of Fields of Practice
Rule 4.1 Truthfulness in Statements to and Specialization 54
Others 41 Rule 7.5 Firm* Names and Trade Names 54
Rule 4.2 Communication with a Represented Rule 7.6 [Reserved] 54
Person* 42
CHAPTER 8. MAINTAINING THE INTEGRITY OF THE
Rule 4.3 Communicating with an PROFESSION
Unrepresented Person* 43
Rule 8.1 False Statement Regarding
Rule 4.4 Duties Concerning Inadvertently Application for Admission to
Transmitted Writings* 44 Practice Law 55
CHAPTER 5. LAW FIRMS* AND ASSOCIATIONS Rule 8.1.1 Compliance with Conditions of
Rule 5.1 Responsibilities of Managerial and Discipline and Agreements in Lieu
Supervisory Lawyers 44 of Discipline 55

Rule 5.2 Responsibilities of a Subordinate Rule 8.2 Judicial Officials 55

Lawyer 45 Rule 8.3 Reporting Professional Misconduct 56
Rule 5.3 Responsibilities Regarding Rule 8.4 Misconduct 57
Nonlawyer Assistants 46
Rule 8.4.1 Prohibited Discrimination,
Rule 5.3.1 Employment of Disbarred, Suspended, Harassment and Retaliation 58
Resigned, or Involuntarily Inactive
Lawyer 46 Rule 8.5 Disciplinary Authority; Choice of Law 60

Rule 5.4 Financial and Similar Arrangements

with Nonlawyers 47

Rule 5.5 Unauthorized Practice of Law;

Multijurisdictional Practice of Law 49

Rule 5.6 Restrictions on a Lawyer’s Right to

Practice 50

Rule 5.7 [Reserved] 50

CHAPTER 6. PUBLIC SERVICE

Rule 6.1 [Reserved] 50

ii 2023
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

Current Rules of Professional Conduct “1992” Rules of Professional Conduct

Effective on November 1, 2018 Effective until October 31, 2018
(Rule Number and Title) (Rule Number and Title)

1.0 Purpose and Function of the Rules of Professional 1-100 Rules of Professional Conduct, in General
Conduct
1.0.1 Terminology 1-100(B)
1.1 Competence1 3-110 Failing to Act Competently
1.2 Scope of Representation and Allocation of Authority No Former California Rule Counterpart
1.2.1 Advising or Assisting the Violation of Law 3-210 Advising the Violation of Law
1.3 Diligence 3-110(B)2
1.4 Communication with Clients3 3-500 Communication
1.4.1 Communication of Settlement Offers 3-510 Communication of Settlement Offer
1.4.2 Disclosure of Professional Liability Insurance 3-410 Disclosure of Professional Liability Insurance
1.5 Fees for Legal Services 4-200 Fees for Legal Services
1.5.1 Fee Divisions Among Lawyers 2-200 Financial Arrangements Among Lawyers
1.6 Confidential Information of a Client 3-100 Confidential Information of a Client
1.7 Conflict of Interest: Current Clients 3-310(B),(C) [Avoiding the Representation of Adverse
Interests]
3-320 Relationship With Other Party’s Lawyer
1.8.1 Business Transactions with a Client and Pecuniary 3-300 Avoiding Interests Adverse to a Client
Interests Adverse to the Client
1.8.2 Use of Current Client’s Information No Former California Rule Counterpart4
1.8.3 Gifts from Client 4-400 Gifts From Client
1.8.5 Payment of Personal or Business Expenses Incurred by 4-210 Payment of Personal or Business Expenses Incurred by
or for a Client or for a Client

1.8.6 Compensation from One Other than Client 3-310(F)

1.8.7 Aggregate Settlements 3-310(D)
1.8.8 Limiting Liability to Client 3-400 Limiting Liability to Client
1.8.9 Purchasing Property at a Foreclosure or a Sale Subject to 4-300 Purchasing Property at a Foreclosure or a Sale Subject
Judicial Review to Judicial Review
1.8.10 Sexual Relations with Current Client 3-120 Sexual Relations With Client

1
Rule 1.1, Comment [1] was added by order of the Supreme Court, effective March 22, 2021.
2
Rule 3-110(B) provides:
(B) For purposes of this rule, "competence" in any legal service shall mean to apply the 1) diligence, 2)
learning and skill, and 3) mental, emotional, and physical ability reasonably necessary for the performance
of such service. (Emphasis added.)
3
Rule 1.4, Comment [1] was amended by order of the Supreme Court, effective January 1, 2023.
4
But see Cal. Bus. & Prof. Code § 6068(e)(1).

2023 iii
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

Current Rules of Professional Conduct “1992” Rules of Professional Conduct

Effective on November 1, 2018 Effective until October 31, 2018
(Rule Number and Title) (Rule Number and Title)

1.8.11 Imputation of Prohibitions Under Rules 1.8.1 to 1.8.9 No Former California Rule Counterpart
1.9 Duties To Former Clients 3-310(E)
1.10 Imputation of Conflicts of Interest: General Rule No Former California Rule Counterpart
1.11 Special Conflicts of Interest for Former and Current No Former California Rule Counterpart
Government Officials and Employees
1.12 Former Judge, Arbitrator, Mediator or Other Third-Party No Former California Rule Counterpart
Neutral
1.13 Organization as Client 3-600 Organization as Client
1.14 [Reserved]5
1.15 Safekeeping Funds and Property of Clients and Other 4-100 Preserving Identity of Funds and Property of a Client
Persons6
1.16 Declining or Terminating Representation7 3-700 Termination of Employment
1.17 Sale of a Law Practice 2-300 Sale or Purchase of a Law Practice of a Member, Living
or Deceased
1.18 Duties to Prospective Client No Former California Rule Counterpart
2.1 Advisor No Former California Rule Counterpart
2.2 [Reserved]8
2.3 [Reserved]9
2.4 Lawyer as Third-Party Neutral No Former California Rule Counterpart
2.4.1 Lawyer as Temporary Judge, Referee, or Court- 1-710 Member as Temporary Judge, Referee, or Court-
Appointed Arbitrator Appointed Arbitrator
3.1 Meritorious Claims and Contentions 3-200 Prohibited Objectives of Employment
3.2 Delay of Litigation No Former California Rule Counterpart
3.3 Candor Toward the Tribunal 5-200(A)-(D) Trial Conduct
3.4 Fairness to Opposing Party and Counsel 5-200(E) [Trial Conduct]
5-220 Suppression of Evidence
(Note: Rule 5-220 was revised effective
May 1, 2017.)
5-310 Prohibited Contact With Witnesses
(Note: See also Rule 5-110 was revised effective November 2,
2017.)
3.5 Contact with Judges, Officials, Employees, and Jurors 5-300 Contact With Officials
5-320 Contact With Jurors

5
ABA Model Rule 1.14 (“Client With Diminished Capacity”) has not been adopted in California.
6
Rule 1.15 was amended by order of the Supreme Court, effective January 1, 2023.
7
Rule 1.16, Comment [5] was amended by order of the Supreme Court, effective June 1, 2020.
8
ABA Model Rule 2.2 was deleted and has not been adopted in California.
9
ABA Model Rule 2.3 (“Evaluation For Use By Third Persons”) has not been adopted in California.

iv 2023
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

Current Rules of Professional Conduct “1992” Rules of Professional Conduct

Effective on November 1, 2018 Effective until October 31, 2018
(Rule Number and Title) (Rule Number and Title)

3.6 Trial Publicity 5-120 Trial Publicity

3.7 Lawyer as Witness 5-210 Member as Witness
3.8 Special Responsibilities of a Prosecutor10 5-110 Special Responsibilities of a Prosecutor
(operative on May 1, 2017.)
5-110 Performing the Duty of Member in Government Service
(operative until April 30, 2017.)
3.9 Advocate in Non-adjudicative Proceedings No Former California Rule Counterpart
3.10 Threatening Criminal, Administrative, or Disciplinary 5-100 Threatening Criminal, Administrative, or Disciplinary
Charges Charges
4.1 Truthfulness in Statements to Others No Former California Rule Counterpart
4.2 Communication with a Represented Person 2-100 Communication With a Represented Party
4.3 Communicating with an Unrepresented Person No Former California Rule Counterpart

4.4 Duties Concerning Inadvertently Transmitted Writings No Former California Rule Counterpart

5.1 Responsibilities of Managerial and Supervisory Lawyers No Former California Rule Counterpart11

5.2 Responsibilities of a Subordinate Lawyer No Former California Rule Counterpart

5.3 Responsibilities Regarding Nonlawyer Assistants No Former California Rule Counterpart12

5.3.1 Employment of Disbarred, Suspended, Resigned, or 1-311 Employment of Disbarred, Suspended, Resigned, or
Involuntarily Inactive Lawyer Involuntarily Inactive Members
5.4 Financial and Similar Arrangements with Nonlawyers13 1-310 Forming a Partnership With a Non-Lawyer
1-320 Financial Arrangements With Non-Lawyer
1-600 Legal Service Programs
5.5 Unauthorized Practice of Law; Multijurisdictional Practice 1-300 Unauthorized Practice of Law
of Law
5.6 Restrictions on a Lawyer’s Right to Practice 1-500 Agreements Restricting a Member's Practice
6.3 Membership in Legal Services Organizations No Former California Rule Counterpart
6.5 Limited Legal Services Programs 1-650 Limited Legal Service Programs
7.1 Communications Concerning a Lawyer’s Services 1-400 Advertising and Solicitation
7.2 Advertising 1-320(B)-(C) & (A)(4) [Financial Arrangements With Non-
Lawyer]
1-400 Advertising and Solicitation
2-200 Financial Arrangements Among Lawyers
7.3 Solicitation of Clients 1-400 Advertising and Solicitation

10
Rule 3.8, Comment [7] was amended by order of the Supreme Court, effective June 1, 2020.
11
But see rule 3-110, Discussion ¶. 1.
12
But see rule 3-110, Discussion ¶. 1.
13
Rule 5.4 was amended by order of the Supreme Court, effective March 22, 2021.

2023 v
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

Current Rules of Professional Conduct “1992” Rules of Professional Conduct

Effective on November 1, 2018 Effective until October 31, 2018
(Rule Number and Title) (Rule Number and Title)

7.4 Communication of Fields of Practice and Specialization 1-400 Advertising and Solicitation
7.5 Firm Names and Trade Names 1-400 Advertising and Solicitation
7.6 [Reserved]14
8.1 False Statement Regarding Application for Admission to 1-200 False Statement Regarding Admission to the State Bar
Practice Law
8.1.1 Compliance with Conditions of Discipline and 1-110 Disciplinary Authority of the State Bar
Agreements in Lieu of Discipline
8.2 Judicial Officials 1-700 Member as Candidate for Judicial Office
8.3 Reporting Professional Misconduct15
8.4 Misconduct 1-120 Assisting, Soliciting, or Inducing Violations
8.4.1 Prohibited Discrimination, Harassment and Retaliation 2-400 Prohibited Discriminatory Conduct in a Law Practice
8.5 Disciplinary Authority; Choice of Law 1-100(D) Rules of Professional Conduct, in General

14
ABA Model Rule 7.6 (“Political Contributions To Obtain Legal Engagements Or Appointments By Judges”) has not
been adopted in California.
15
Rule 8.3 was adopted by order of the Supreme Court, effective August 1, 2023.

vi 2023
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

“1992” Rules of Professional Conduct Current Rules of Professional Conduct

Effective until October 31, 2018 Effective on November 1, 2018
(Rule Number and Title) (Rule Number and Title)

1-100(A) [Rules of Professional Conduct, in General] 1.0 Purpose and Function of the Rules of Professional Conduct
1-100(B) 1.0.1 Terminology
1-100(D) 8.5 Disciplinary Authority; Choice of Law
1-110 Disciplinary Authority of the State Bar 8.1.1 Compliance with Conditions of Discipline and
Agreements in Lieu of Discipline
1-120 Assisting, Soliciting, or Inducing Violations 8.4 Misconduct
1-200 False Statement Regarding Admission to the State Bar 8.1 False Statement Regarding Application for Admission to
Practice Law
1-300 Unauthorized Practice of Law 5.5 Unauthorized Practice of Law; Multijurisdictional Practice
of Law
1-310 Forming a Partnership With a Non-Lawyer 5.4 Financial and Similar Arrangements with Nonlawyers16
1-311 Employment of Disbarred, Suspended, Resigned, or 5.3.1 Employment of Disbarred, Suspended, Resigned, or
Involuntarily Inactive Members Involuntarily Inactive Lawyer
1-320(A) 5.4 Financial and Similar Arrangements with Nonlawyers17
1-320(A)(4) & (B)-(C) [Financial Arrangements With Non- 7.2(b) Advertising
Lawyer]
1-400 Advertising and Solicitation 7.1 Communications Concerning a Lawyer’s Services
7.2 Advertising
7.3 Solicitation of Clients
7.4 Communication of Fields of Practice and Specialization
7.5 Firm Names and Trade Names
1-500 Agreements Restricting a Member's Practice 5.6 Restrictions on a Lawyer’s Right to Practice
1-600 Legal Service Programs 5.4 Financial and Similar Arrangements with Nonlawyers18
1-650 Limited Legal Service Programs 6.5 Limited Legal Services Programs
1-700 Member as Candidate for Judicial Office 8.2 Judicial Officials
1-710 Member as Temporary Judge, Referee, or Court- 2.4.1 Lawyer as Temporary Judge, Referee, or Court-
Appointed Arbitrator Appointed Arbitrator
2-100 Communication With a Represented Party 4.2 Communication with a Represented Person
2-200(A) Financial Arrangements Among Lawyers 1.5.1 Fee Divisions Among Lawyers
2-200(B) 7.2(b) Advertising
2-300 Sale or Purchase of a Law Practice of a Member, Living or 1.17 Sale of a Law Practice
Deceased
2-400 Prohibited Discriminatory Conduct in a Law Practice 8.4.1 Prohibited Discrimination, Harassment and Retaliation
3-100 Confidential Information of a Client 1.6 Confidential Information of a Client

16
Rule 5.4 was amended by order of the Supreme Court, effective March 22, 2021.
17
Rule 5.4 was amended by order of the Supreme Court, effective March 22, 2021.
18
Rule 5.4 was amended by order of the Supreme Court, effective March 22, 2021.

2023 vii
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

“1992” Rules of Professional Conduct Current Rules of Professional Conduct

Effective until October 31, 2018 Effective on November 1, 2018
(Rule Number and Title) (Rule Number and Title)

3-110 Failing to Act Competently 1.1 Competence19

3-110(B) 1.3 Diligence
3-110, Discussion ¶.1 Rule 5.1 Responsibilities of Managerial and Supervisory
Lawyers
Rule 5.2 Responsibilities of a Subordinate Lawyer
Rule 5.3 Responsibilities Regarding Nonlawyer Assistants
3-120 Sexual Relations With Client 1.8.10 Sexual Relations with Current Client
3-200 Prohibited Objectives of Employment 3.1 Meritorious Claims and Contentions
3-210 Advising the Violation of Law 1.2.1 Advising or Assisting the Violation of Law
3-300 Avoiding Interests Adverse to a Client 1.8.1 Business Transactions with a Client and Pecuniary
Interests Adverse to the Client
3-310(B), (C) Avoiding the Representation of Adverse Interests 1.7 Conflict of Interest: Current Clients
3-310(D) 1.8.7 Aggregate Settlements
3-310(E) 1.9 Duties To Former Clients
3-310(F) 1.8.6 Compensation from One Other than Client
3-320 Relationship With Other Party’s Lawyer 1.7(c)(2) Conflict of Interest: Current Clients
3-400 Limiting Liability to Client 1.8.8 Limiting Liability to Client
3-410 Disclosure of Professional Liability Insurance 1.4.2 Disclosure of Professional Liability Insurance
3-500 Communication 1.4 Communication with Clients20
3-510 Communication of Settlement Offer 1.4.1 Communication of Settlement Offers
3-600 Organization as Client 1.13 Organization as Client
3-700 Termination of Employment 1.16 Declining or Terminating Representation 21
4-100 Preserving Identity of Funds and Property of a Client 1.15 Safekeeping Funds and Property of Clients and Other
Persons22
4-200 Fees for Legal Services 1.5 Fees for Legal Services
4-210 Payment of Personal or Business Expenses Incurred by or 1.8.5 Payment of Personal or Business Expenses Incurred by or
for a Client for a Client
4-300 Purchasing Property at a Foreclosure or a Sale Subject to 1.8.9 Purchasing Property at a Foreclosure or a Sale Subject to
Judicial Review Judicial Review
4-400 Gifts From Client 1.8.3 Gifts from Client
5-100 Threatening Criminal, Administrative, or Disciplinary 3.10 Threatening Criminal, Administrative, or Disciplinary
Charges Charges

19
Rule 1.1, Comment [1] was added by order of the Supreme Court, effective March 22, 2021.
20
Rule 1.4, Comment [1] was amended by order of the Supreme Court, effective January 1, 2023.
21
Rule 1.16, Comment [5] was amended by order of the Supreme Court, effective June 1, 2020.
22
Rule 1.15 was amended by order of the Supreme Court, effective January 1, 2023.

viii 2023
 RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART

“1992” Rules of Professional Conduct Current Rules of Professional Conduct

Effective until October 31, 2018 Effective on November 1, 2018
(Rule Number and Title) (Rule Number and Title)

5-110 Special Responsibilities of a Prosecutor 3.8 Special Responsibilities of a Prosecutor23

(operative on May 1, 2017.)

5-110 Performing the Duty of Member in Government Service

(operative until April 30, 2017.)
5-120 Trial Publicity 3.6 Trial Publicity
5-200(A)-(D) Trial Conduct 3.3 Candor Toward the Tribunal
5-200(E) Trial Conduct 3.4 Fairness to Opposing Party and Counsel
5-210 Member as Witness 3.7 Lawyer as Witness
5-220 Suppression of Evidence 3.4 Fairness to Opposing Party and Counsel
(Note: Rule 5-220 was revised effective May 1, 2017.) (Note: See also Rule 3.8(d) regarding the duties of a
prosecutor.)
5-300 Contact With Officials 3.5 Contact with Judges, Officials, Employees, and Jurors
5-310 Prohibited Contact With Witnesses 3.4 Fairness to Opposing Party and Counsel
5-320 Contact With Jurors 3.5 Contact with Judges, Officials, Employees, and Jurors

Current Rules With No Former California Rule Counterpart

Rule 1.2 Scope of Representation and Allocation of Authority
Rule 1.8.2 Use of Current Client’s Information24
Rule 1.8.11 Imputation of Prohibitions Under Rules 1.8.1 to 1.8.9
Rule 1.10 Imputation of Conflicts of Interest: General Rule
Rule 1.11 Special Conflicts of Interest for Former and Current Government Officials and Employees
Rule 1.12 Former Judge, Arbitrator, Mediator or Other Third-Party Neutral
Rule 1.18 Duties to Prospective Client
Rule 2.1 Advisor
Rule 2.4 Lawyer as Third-Party Neutral
Rule 3.2 Delay of Litigation
Rule 3.9 Advocate in Non-adjudicative Proceedings
Rule 4.1 Truthfulness in Statements to Others
Rule 4.3 Communicating with an Unrepresented Person25
Rule 4.4 Duties Concerning Inadvertently Transmitted Writings
Rule 5.3 Responsibilities Regarding Nonlawyer Assistants
Rule 6.3 Membership in Legal Services Organizations
Rule 8.3 Reporting Professional Misconduct

23
Rule 3.8, Comment [7] was amended by order of the Supreme Court, effective June 1, 2020.
24
But see Bus. & Prof. Code § 6068(e).
25
But see current rule 3-600(D) regarding similar duties in an organizational context.

2023 ix
x 2023
 RULES OF PROFESSIONAL CONDUCT

(On May 10, 2018, the California Supreme Court Comment

issued an order approving new Rules of Professional
Conduct, which are effective on November 1, 2018 On [1] The Rules of Professional Conduct are intended
September 26, 2018, the Court issued an order to establish the standards for lawyers for purposes of
approving non-substantive clean-up revisions to the discipline. (See Ames v. State Bar (1973) 8 Cal.3d 910,
rules. These revisions are effective on the same date.) 917 [106 Cal.Rptr. 489].) Therefore, failure to comply
with an obligation or prohibition imposed by a rule is
a basis for invoking the disciplinary process. Because
Rule 1.0 Purpose and Function of the Rules of the rules are not designed to be a basis for civil
Professional Conduct liability, a violation of a rule does not itself give rise to
a cause of action for enforcement of a rule or for
(a) Purpose. damages caused by failure to comply with the rule.
(Stanley v. Richmond (1995) 35 Cal.App.4th 1070,
The following rules are intended to regulate 1097 [41 Cal.Rptr.2d 768].) Nevertheless, a lawyer’s
professional conduct of lawyers through discipline. violation of a rule may be evidence of breach of a
They have been adopted by the Board of Trustees of lawyer’s fiduciary or other substantive legal duty in a
the State Bar of California and approved by the non-disciplinary context. (Ibid.; see also Mirabito v.
Supreme Court of California pursuant to Business and Liccardo (1992) 4 Cal.App.4th 41, 44 [5 Cal.Rptr.2d
Professions Code sections 6076 and 6077 to protect 571].) A violation of a rule may have other non-
the public, the courts, and the legal profession; disciplinary consequences. (See, e.g., Fletcher v. Davis
protect the integrity of the legal system; and promote (2004) 33 Cal.4th 61, 71-72 [14 Cal.Rptr.3d 58]
the administration of justice and confidence in the [enforcement of attorney’s lien]; Chambers v. Kay
legal profession. These rules together with any (2002) 29 Cal.4th 142, 161 [126 Cal.Rptr.2d 536]
standards adopted by the Board of Trustees pursuant [enforcement of fee sharing agreement].)
to these rules shall be binding upon all lawyers.
[2] While the rules are intended to regulate
(b) Function. professional conduct of lawyers, a violation of a rule
can occur when a lawyer is not practicing law or
(1) A willful violation of any of these rules is a
acting in a professional capacity.
basis for discipline.
[3] A willful violation of a rule does not require that
(2) The prohibition of certain conduct in these
the lawyer intend to violate the rule. (Phillips v. State
rules is not exclusive. Lawyers are also bound by
Bar (1989) 49 Cal.3d 944, 952 [264 Cal.Rptr. 346]; and
applicable law including the State Bar Act (Bus. &
see Bus. & Prof. Code, § 6077.)
Prof. Code, § 6000 et seq.) and opinions of
California courts. [4] In addition to the authorities identified in
paragraph (b)(2), opinions of ethics committees in
(3) A violation of a rule does not itself give rise
California, although not binding, should be consulted
to a cause of action for damages caused by
for guidance on proper professional conduct. Ethics
failure to comply with the rule. Nothing in these
opinions and rules and standards promulgated by
rules or the Comments to the rules is intended
other jurisdictions and bar associations may also be
to enlarge or to restrict the law regarding the
considered.
liability of lawyers to others.
[5] The disciplinary standards created by these rules
(c) Purpose of Comments.
are not intended to address all aspects of a lawyer’s
The comments are not a basis for imposing discipline professional obligations. A lawyer, as a member of
but are intended only to provide guidance for the legal profession, is a representative and advisor of
interpreting and practicing in compliance with the clients, an officer of the legal system and a public
rules. citizen having special responsibilities for the quality of
justice. A lawyer should be aware of deficiencies in
(d) These rules may be cited and referred to as the the administration of justice and of the fact that the
“California Rules of Professional Conduct.” poor, and sometimes persons* who are not poor
cannot afford adequate legal assistance. Therefore,

2023 CURRENT RULES 1

An asterisk (*) identifies a word or phrase defined in rule 1.0.1
 RULES OF PROFESSIONAL CONDUCT

all lawyers are encouraged to devote professional (g) “Partner” means a member of a partnership, a
time and resources and use civic influence to ensure shareholder in a law firm* organized as a professional
equal access to the system of justice for those who corporation, or a member of an association
because of economic or social barriers cannot afford authorized to practice law.
or secure adequate legal counsel. In meeting this
responsibility of the profession, every lawyer should (g-1) “Person” has the meaning stated in Evidence
aspire to render at least fifty hours of pro bono Code section 175.
publico legal services per year. The lawyer should aim
to provide a substantial* majority of such hours to (h) “Reasonable” or “reasonably” when used in
indigent individuals or to nonprofit organizations with relation to conduct by a lawyer means the conduct of
a primary purpose of providing services to the poor or a reasonably prudent and competent lawyer.
on behalf of the poor or disadvantaged. Lawyers may
(i) “Reasonable belief” or “reasonably believes”
also provide financial support to organizations
when used in reference to a lawyer means that the
providing free legal services. (See Bus. & Prof. Code,
lawyer believes the matter in question and that the
§ 6073.)
circumstances are such that the belief is reasonable.

(j) “Reasonably should know” when used in

Rule 1.0.1 Terminology
reference to a lawyer means that a lawyer of
(a) “Belief” or “believes” means that the person* reasonable prudence and competence would
involved actually supposes the fact in question to be ascertain the matter in question.
true. A person’s* belief may be inferred from
(k) “Screened” means the isolation of a lawyer from
circumstances.
any participation in a matter, including the timely
(b) [Reserved] imposition of procedures within a law firm* that are
adequate under the circumstances (i) to protect
(c) “Firm” or “law firm” means a law partnership; a information that the isolated lawyer is obligated to
professional law corporation; a lawyer acting as a sole protect under these rules or other law; and (ii) to
proprietorship; an association authorized to practice protect against other law firm* lawyers and
law; or lawyers employed in a legal services nonlawyer personnel communicating with the lawyer
organization or in the legal department, division or with respect to the matter.
office of a corporation, of a government organization,
or of another organization. (l) “Substantial” when used in reference to degree
or extent means a material matter of clear and
(d) “Fraud” or “fraudulent” means conduct that is weighty importance.
fraudulent under the law of the applicable jurisdiction
and has a purpose to deceive. (m) “Tribunal” means: (i) a court, an arbitrator, an
administrative law judge, or an administrative body
(e) “Informed consent” means a person’s* acting in an adjudicative capacity and authorized to
agreement to a proposed course of conduct after the make a decision that can be binding on the parties
lawyer has communicated and explained (i) the involved; or (ii) a special master or other person* to
relevant circumstances and (ii) the material risks, whom a court refers one or more issues and whose
including any actual and reasonably* foreseeable decision or recommendation can be binding on the
adverse consequences of the proposed course of parties if approved by the court.
conduct.
(n) “Writing” or “written” has the meaning stated in
(e-1) “Informed written consent” means that the Evidence Code section 250. A “signed” writing
disclosures and the consent required by paragraph (e) includes an electronic sound, symbol, or process
must be in writing.* attached to or logically associated with a writing and
executed, inserted, or adopted by or at the direction
(f) “Knowingly,” “known,” or “knows” means actual of a person* with the intent to sign the writing.
knowledge of the fact in question. A person’s*
knowledge may be inferred from circumstances.

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Comment Screened*

Firm* or Law Firm* [5] The purpose of screening* is to assure the

affected client, former client, or prospective client
[1] Practitioners who share office space and that confidential information known* by the
occasionally consult or assist each other ordinarily personally prohibited lawyer is neither disclosed to
would not be regarded as constituting a law firm.* other law firm* lawyers or nonlawyer personnel nor
However, if they present themselves to the public in a used to the detriment of the person* to whom the
way that suggests that they are a law firm* or conduct duty of confidentiality is owed. The personally
themselves as a law firm,* they may be regarded as a prohibited lawyer shall acknowledge the obligation
law firm* for purposes of these rules. The terms of not to communicate with any of the other lawyers
any formal agreement between associated lawyers and nonlawyer personnel in the law firm* with
are relevant in determining whether they are a firm,* respect to the matter. Similarly, other lawyers and
as is the fact that they have mutual access to nonlawyer personnel in the law firm* who are
information concerning the clients they serve. working on the matter promptly shall be informed
that the screening* is in place and that they may not
[2] The term “of counsel” implies that the lawyer so communicate with the personally prohibited lawyer
designated has a relationship with the law firm,* with respect to the matter. Additional screening*
other than as a partner* or associate, or officer or measures that are appropriate for the particular
shareholder, that is close, personal, continuous, and matter will depend on the circumstances. To
regular. Whether a lawyer who is denominated as “of implement, reinforce and remind all affected law
counsel” or by a similar term should be deemed a firm* personnel of the presence of the screening,* it
member of a law firm* for purposes of these rules will may be appropriate for the law firm* to undertake
also depend on the specific facts. (Compare People ex such procedures as a written* undertaking by the
rel. Department of Corporations v. Speedee Oil Change personally prohibited lawyer to avoid any
Systems, Inc. (1999) 20 Cal.4th 1135 [86 Cal.Rptr.2d communication with other law firm* personnel and
816] with Chambers v. Kay (2002) 29 Cal.4th 142 [126 any contact with any law firm* files or other materials
Cal.Rptr.2d 536].) relating to the matter, written* notice and
instructions to all other law firm* personnel
Fraud*
forbidding any communication with the personally
[3] When the terms “fraud”* or “fraudulent”* are prohibited lawyer relating to the matter, denial of
used in these rules, it is not necessary that anyone has access by that lawyer to law firm* files or other
suffered damages or relied on the misrepresentation materials relating to the matter, and periodic
or failure to inform because requiring the proof of reminders of the screen* to the personally prohibited
those elements of fraud* would impede the purpose lawyer and all other law firm* personnel.
of certain rules to prevent fraud* or avoid a lawyer
[6] In order to be effective, screening* measures
assisting in the perpetration of a fraud,* or otherwise
must be implemented as soon as practical after a
frustrate the imposition of discipline on lawyers who
lawyer or law firm* knows* or reasonably should
engage in fraudulent* conduct. The term “fraud”* or
know* that there is a need for screening.*
“fraudulent”* when used in these rules does not
include merely negligent misrepresentation or
negligent failure to apprise another of relevant
information. CHAPTER 1.
Informed Consent* and Informed Written Consent* LAWYER-CLIENT RELATIONSHIP

[4] The communication necessary to obtain Rule 1.1 Competence

informed consent* or informed written consent* will
vary according to the rule involved and the (a) A lawyer shall not intentionally, recklessly, with
circumstances giving rise to the need to obtain gross negligence, or repeatedly fail to perform legal
consent. services with competence.

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(b) For purposes of this rule, “competence” in any and rule 1.6, a lawyer may take such action on behalf
legal service shall mean to apply the (i) learning and of the client as is impliedly authorized to carry out the
skill, and (ii) mental, emotional, and physical ability representation. A lawyer shall abide by a client’s
reasonably* necessary for the performance of such decision whether to settle a matter. Except as
service. otherwise provided by law in a criminal case, the
lawyer shall abide by the client’s decision, after
(c) If a lawyer does not have sufficient learning and consultation with the lawyer, as to a plea to be
skill when the legal services are undertaken, the entered, whether to waive jury trial and whether the
lawyer nonetheless may provide competent client will testify.
representation by (i) associating with or, where
appropriate, professionally consulting another lawyer (b) A lawyer may limit the scope of the
whom the lawyer reasonably believes* to be representation if the limitation is reasonable* under
competent, (ii) acquiring sufficient learning and skill the circumstances, is not otherwise prohibited by law,
before performance is required, or (iii) referring the and the client gives informed consent.*
matter to another lawyer whom the lawyer
reasonably believes* to be competent. Comment

(d) In an emergency a lawyer may give advice or Allocation of Authority between Client and Lawyer
assistance in a matter in which the lawyer does not
have the skill ordinarily required if referral to, or [1] Paragraph (a) confers upon the client the ultimate
association or consultation with, another lawyer authority to determine the purposes to be served by
would be impractical. Assistance in an emergency legal representation, within the limits imposed by law
must be limited to that reasonably* necessary in the and the lawyer’s professional obligations. (See, e.g.,
circumstances. Cal. Const., art. I, § 16; Pen. Code, § 1018.) A lawyer
retained to represent a client is authorized to act on
Comment behalf of the client, such as in procedural matters and
in making certain tactical decisions. A lawyer is not
[1] The duties set forth in this rule include the duty authorized merely by virtue of the lawyer’s retention to
to keep abreast of the changes in the law and its impair the client’s substantive rights or the client’s
practice, including the benefits and risks associated claim itself. (Blanton v. Womancare, Inc. (1985) 38
with relevant technology. Cal.3d 396, 404 [212 Cal.Rptr. 151, 156].)

[2] This rule addresses only a lawyer’s responsibility [2] At the outset of, or during a representation, the
for his or her own professional competence. See rules client may authorize the lawyer to take specific action
5.1 and 5.3 with respect to a lawyer’s disciplinary on the client’s behalf without further consultation.
responsibility for supervising subordinate lawyers and Absent a material change in circumstances and
nonlawyers. subject to rule 1.4, a lawyer may rely on such an
advance authorization. The client may revoke such
[3] See rule 1.3 with respect to a lawyer’s duty to authority at any time.
act with reasonable* diligence.
Independence from Client’s Views or Activities
[Publisher’s Note: Comment [1] was added by order
of the Supreme Court, effective March 22, 2021.] [3] A lawyer’s representation of a client, including
representation by appointment, does not constitute
an endorsement of the client’s political, economic,
Rule 1.2 Scope of Representation and social or moral views or activities.
Allocation of Authority
Agreements Limiting Scope of Representation
(a) Subject to rule 1.2.1, a lawyer shall abide by a
client’s decisions concerning the objectives of [4] All agreements concerning a lawyer’s
representation and, as required by rule 1.4, shall representation of a client must accord with the Rules
reasonably* consult with the client as to the means by of Professional Conduct and other law. (See, e.g.,
which they are to be pursued. Subject to Business rules 1.1, 1.8.1, 5.6; see also Cal. Rules of Court, rules
and Professions Code section 6068, subdivision (e)(1) 3.35-3.37 [limited scope rules applicable in civil

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 RULES OF PROFESSIONAL CONDUCT

matters generally], 5.425 [limited scope rule may be invoked to obtain a determination of
applicable in family law matters].) invalidity.

[4] Paragraph (b) also authorizes a lawyer to advise a

Rule 1.2.1 Advising or Assisting the Violation of client on the consequences of violating a law, rule, or
Law ruling of a tribunal* that the client does not contend is
unenforceable or unjust in itself, as a means of
(a) A lawyer shall not counsel a client to engage, or protesting a law or policy the client finds objectionable.
assist a client in conduct that the lawyer knows* is For example, a lawyer may properly advise a client
criminal, fraudulent,* or a violation of any law, rule, or about the consequences of blocking the entrance to a
ruling of a tribunal.* public building as a means of protesting a law or policy
the client believes* to be unjust or invalid.
(b) Notwithstanding paragraph (a), a lawyer may:
[5] If a lawyer comes to know* or reasonably should
(1) discuss the legal consequences of any know* that a client expects assistance not permitted
proposed course of conduct with a client; and by these rules or other law or if the lawyer intends to
act contrary to the client’s instructions, the lawyer
(2) counsel or assist a client to make a good
must advise the client regarding the limitations on the
faith effort to determine the validity, scope,
lawyer’s conduct. (See rule 1.4(a)(4).)
meaning, or application of a law, rule, or ruling
of a tribunal.* [6] Paragraph (b) permits a lawyer to advise a client
regarding the validity, scope, and meaning of
Comment
California laws that might conflict with federal or
[1] There is a critical distinction under this rule tribal law. In the event of such a conflict, the lawyer
between presenting an analysis of legal aspects of may assist a client in drafting or administering, or
questionable conduct and recommending the means interpreting or complying with, California laws,
by which a crime or fraud* might be committed with including statutes, regulations, orders, and other state
impunity. The fact that a client uses a lawyer’s advice or local provisions, even if the client’s actions might
in a course of action that is criminal or fraudulent* violate the conflicting federal or tribal law. If California
does not of itself make a lawyer a party to the course law conflicts with federal or tribal law, the lawyer
of action. must inform the client about related federal or tribal
law and policy and under certain circumstances may
[2] Paragraphs (a) and (b) apply whether or not the also be required to provide legal advice to the client
client’s conduct has already begun and is continuing. regarding the conflict (see rules 1.1 and 1.4).
In complying with this rule, a lawyer shall not violate
the lawyer’s duty under Business and Professions
Code section 6068, subdivision (a) to uphold the
Rule 1.3 Diligence
Constitution and laws of the United States and
(a) A lawyer shall not intentionally, repeatedly,
California or the duty of confidentiality as provided in
recklessly or with gross negligence fail to act with
Business and Professions Code section 6068,
reasonable diligence in representing a client.
subdivision (e)(1) and rule 1.6. In some cases, the
lawyer’s response is limited to the lawyer’s right and, (b) For purposes of this rule, “reasonable diligence”
where appropriate, duty to resign or withdraw in shall mean that a lawyer acts with commitment and
accordance with rules 1.13 and 1.16. dedication to the interests of the client and does not
neglect or disregard, or unduly delay a legal matter
[3] Paragraph (b) authorizes a lawyer to advise a
entrusted to the lawyer.
client in good faith regarding the validity, scope,
meaning or application of a law, rule, or ruling of a Comment
tribunal* or of the meaning placed upon it by
governmental authorities, and of potential [1] This rule addresses only a lawyer’s responsibility
consequences to disobedience of the law, rule, or for his or her own professional diligence. See rules
ruling of a tribunal* that the lawyer concludes in good 5.1 and 5.3 with respect to a lawyer’s disciplinary
faith to be invalid, as well as legal procedures that

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 RULES OF PROFESSIONAL CONDUCT

responsibility for supervising subordinate lawyers and For example, a lawyer’s receipt of funds on behalf of a
nonlawyers. client requires communication with the client
pursuant to rule 1.15, paragraphs (d)(1) and (d)(4) and
[2] See rule 1.1 with respect to a lawyer’s duty to ordinarily is also a significant development requiring
perform legal services with competence. communication with the client pursuant to this rule.

[2] A lawyer may comply with paragraph (a)(3) by

Rule 1.4 Communication with Clients providing to the client copies of significant documents
by electronic or other means. This rule does not
(a) A lawyer shall:
prohibit a lawyer from seeking recovery of the
(1) promptly inform the client of any decision lawyer’s expense in any subsequent legal proceeding.
or circumstance with respect to which disclosure For example, a lawyer’s receipt of funds on behalf of a
or the client’s informed consent* is required by client requires communication with the client
these rules or the State Bar Act; pursuant to rule 1.15, paragraphs (d)(1) and (d)(4) and
ordinarily is also a significant development requiring
(2) reasonably* consult with the client about communication with the client pursuant to this rule.
the means by which to accomplish the client’s
objectives in the representation; [3] Paragraph (c) applies during a representation
and does not alter the obligations applicable at
(3) keep the client reasonably* informed termination of a representation. (See rule 1.16(e)(1).)
about significant developments relating to the
representation, including promptly complying [4] This rule is not intended to create, augment,
with reasonable* requests for information and diminish, or eliminate any application of the work
copies of significant documents when necessary product rule. The obligation of the lawyer to provide
to keep the client so informed; and work product to the client shall be governed by
relevant statutory and decisional law.
(4) advise the client about any relevant
limitation on the lawyer’s conduct when the [Publisher’s Note: Comment [1] was amended by order
lawyer knows* that the client expects assistance of the Supreme Court, effective January 1, 2023.]
not permitted by the Rules of Professional
Conduct or other law. Rule 1.4.1 Communication of Settlement Offers
(b) A lawyer shall explain a matter to the extent (a) A lawyer shall promptly communicate to the
reasonably* necessary to permit the client to make lawyer’s client:
informed decisions regarding the representation.
(1) all terms and conditions of a proposed plea
(c) A lawyer may delay transmission of information bargain or other dispositive offer made to the
to a client if the lawyer reasonably believes* that the client in a criminal matter; and
client would be likely to react in a way that may cause
imminent harm to the client or others. (2) all amounts, terms, and conditions of any
written* offer of settlement made to the client
(d) A lawyer’s obligation under this rule to provide in all other matters.
information and documents is subject to any
applicable protective order, non-disclosure agreement, (b) As used in this rule, “client” includes a person*
or limitation under statutory or decisional law. who possesses the authority to accept an offer of
settlement or plea, or, in a class action, all the named
Comment representatives of the class.

[1] A lawyer will not be subject to discipline under Comment

paragraph (a)(3) of this rule for failing to
An oral offer of settlement made to the client in a civil
communicate insignificant or irrelevant information.
matter must also be communicated if it is a
(See Bus. & Prof. Code, § 6068, subd. (m).) Whether a “significant development” under rule 1.4.
particular development is significant will generally
depend on the surrounding facts and circumstances.

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 RULES OF PROFESSIONAL CONDUCT

Rule 1.4.2 Disclosure of Professional Liability [3] A lawyer may use the following language in
Insurance making the disclosure required by paragraph (b):

(a) A lawyer who knows* or reasonably should “Pursuant to rule 1.4.2 of the California
know* that the lawyer does not have professional Rules of Professional Conduct, I am
liability insurance shall inform a client in writing,* at informing you in writing that I no longer
the time of the client’s engagement of the lawyer, have professional liability insurance.”
that the lawyer does not have professional liability
insurance. [4] The exception in paragraph (c)(2) for
government lawyers and in-house counsels is limited
(b) If notice under paragraph (a) has not been to situations involving direct employment and
provided at the time of a client’s engagement of the representation, and does not, for example, apply to
lawyer, the lawyer shall inform the client in writing* outside counsel for a private or governmental entity,
within thirty days of the date the lawyer knows* or or to counsel retained by an insurer to represent an
reasonably should know* that the lawyer no longer insured. If a lawyer is employed by and provides legal
has professional liability insurance during the services directly for a private entity or a federal, state
representation of the client. or local governmental entity, that entity is presumed
to know* whether the lawyer is or is not covered by
(c) This rule does not apply to: professional liability insurance.

(1) a lawyer who knows* or reasonably should

know* at the time of the client’s engagement of Rule 1.5 Fees for Legal Services
the lawyer that the lawyer’s legal representation
of the client in the matter will not exceed four (a) A lawyer shall not make an agreement for,
hours; provided that if the representation charge, or collect an unconscionable or illegal fee.
subsequently exceeds four hours, the lawyer
must comply with paragraphs (a) and (b); (b) Unconscionability of a fee shall be determined
on the basis of all the facts and circumstances existing
(2) a lawyer who is employed as a government at the time the agreement is entered into except
lawyer or in-house counsel when that lawyer is where the parties contemplate that the fee will be
representing or providing legal advice to a client affected by later events. The factors to be considered
in that capacity; in determining the unconscionability of a fee include
without limitation the following:
(3) a lawyer who is rendering legal services in
an emergency to avoid foreseeable prejudice to (1) whether the lawyer engaged in fraud* or
the rights or interests of the client; overreaching in negotiating or setting the fee;
(4) a lawyer who has previously advised the
(2) whether the lawyer has failed to disclose
client in writing* under paragraph (a) or (b) that
material facts;
the lawyer does not have professional liability
insurance. (3) the amount of the fee in proportion to the
Comment value of the services performed;

[1] The disclosure obligation imposed by paragraph (4) the relative sophistication of the lawyer
(a) applies with respect to new clients and new and the client;
engagements with returning clients.
(5) the novelty and difficulty of the questions
[2] A lawyer may use the following language in involved, and the skill requisite to perform the
making the disclosure required by paragraph (a), and legal service properly;
may include that language in a written* fee
agreement with the client or in a separate writing: (6) the likelihood, if apparent to the client,
that the acceptance of the particular
“Pursuant to rule 1.4.2 of the California employment will preclude other employment by
Rules of Professional Conduct, I am the lawyer;
informing you in writing that I do not have
professional liability insurance.”

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(7) the amount involved and the results Comment

obtained;
Prohibited Contingent Fees
(8) the time limitations imposed by the client
or by the circumstances; [1] Paragraph (c)(1) does not preclude a contract for
a contingent fee for legal representation in
(9) the nature and length of the professional connection with the recovery of post-judgment
relationship with the client; balances due under child or spousal support or other
financial orders.
(10) the experience, reputation, and ability of
the lawyer or lawyers performing the services; Payment of Fees in Advance of Services

(11) whether the fee is fixed or contingent; [2] Rule 1.15(a) and (b) govern whether a lawyer
must deposit in a trust account a fee paid in advance.
(12) the time and labor required; and
[3] When a lawyer-client relationship terminates,
(13) whether the client gave informed consent* the lawyer must refund the unearned portion of a fee.
to the fee. (See rule 1.16(e)(2).)

(c) A lawyer shall not make an agreement for, Division of Fee

charge, or collect:
[4] A division of fees among lawyers is governed by
(1) any fee in a family law matter, the rule 1.5.1.
payment or amount of which is contingent upon
the securing of a dissolution or declaration of Written* Fee Agreements
nullity of a marriage or upon the amount of
spousal or child support, or property settlement [5] Some fee agreements must be in writing* to be
in lieu thereof; or enforceable. (See, e.g., Bus. & Prof. Code, §§ 6147
and 6148.)
(2) a contingent fee for representing a
defendant in a criminal case.
Rule 1.5.1 Fee Divisions Among Lawyers
(d) A lawyer may make an agreement for, charge, or
collect a fee that is denominated as “earned on (a) Lawyers who are not in the same law firm* shall
receipt” or “non-refundable,” or in similar terms, only not divide a fee for legal services unless:
if the fee is a true retainer and the client agrees in
(1) the lawyers enter into a written*
writing* after disclosure that the client will not be
agreement to divide the fee;
entitled to a refund of all or part of the fee charged. A
true retainer is a fee that a client pays to a lawyer to (2) the client has consented in writing,* either
ensure the lawyer’s availability to the client during a at the time the lawyers enter into the
specified period or on a specified matter, but not to agreement to divide the fee or as soon
any extent as compensation for legal services thereafter as reasonably* practicable, after a full
performed or to be performed. written* disclosure to the client of: (i) the fact
that a division of fees will be made; (ii) the
(e) A lawyer may make an agreement for, charge, or
identity of the lawyers or law firms* that are
collect a flat fee for specified legal services. A flat fee
parties to the division; and (iii) the terms of the
is a fixed amount that constitutes complete payment
division; and
for the performance of described services regardless
of the amount of work ultimately involved, and which (3) the total fee charged by all lawyers is not
may be paid in whole or in part in advance of the increased solely by reason of the agreement to
lawyer providing those services. divide fees.

(b) This rule does not apply to a division of fees

pursuant to court order.

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Comment Comment

The writing* requirements of paragraphs (a)(1) and Duty of confidentiality

(a)(2) may be satisfied by one or more writings.*
[1] Paragraph (a) relates to a lawyer’s obligations
under Business and Professions Code section 6068,
Rule 1.6 Confidential Information of a Client subdivision (e)(1), which provides it is a duty of a
lawyer: “To maintain inviolate the confidence, and at
(a) A lawyer shall not reveal information protected every peril to himself or herself to preserve the
from disclosure by Business and Professions Code secrets, of his or her client.” A lawyer’s duty to
section 6068, subdivision (e)(1) unless the client gives preserve the confidentiality of client information
informed consent,* or the disclosure is permitted by involves public policies of paramount importance. (In
paragraph (b) of this rule. Re Jordan (1974) 12 Cal.3d 575, 580 [116 Cal.Rptr.
371].) Preserving the confidentiality of client
(b) A lawyer may, but is not required to, reveal
information contributes to the trust that is the
information protected by Business and Professions
hallmark of the lawyer-client relationship. The client
Code section 6068, subdivision (e)(1) to the extent
is thereby encouraged to seek legal assistance and to
that the lawyer reasonably believes* the disclosure is
communicate fully and frankly with the lawyer even
necessary to prevent a criminal act that the lawyer
as to embarrassing or detrimental subjects. The
reasonably believes* is likely to result in death of, or
lawyer needs this information to represent the client
substantial* bodily harm to, an individual, as provided
effectively and, if necessary, to advise the client to
in paragraph (c).
refrain from wrongful conduct. Almost without
(c) Before revealing information protected by exception, clients come to lawyers in order to
Business and Professions Code section 6068, determine their rights and what is, in the complex of
subdivision (e)(1) to prevent a criminal act as provided laws and regulations, deemed to be legal and correct.
in paragraph (b), a lawyer shall, if reasonable* under Based upon experience, lawyers know* that almost all
the circumstances: clients follow the advice given, and the law is upheld.
Paragraph (a) thus recognizes a fundamental principle
(1) make a good faith effort to persuade the in the lawyer-client relationship, that, in the absence
client: (i) not to commit or to continue the of the client’s informed consent,* a lawyer must not
criminal act; or (ii) to pursue a course of conduct reveal information protected by Business and
that will prevent the threatened death or Professions Code section 6068, subdivision (e)(1).
substantial* bodily harm; or do both (i) and (ii); (See, e.g., Commercial Standard Title Co. v. Superior
and Court (1979) 92 Cal.App.3d 934, 945 [155
Cal.Rptr.393].)
(2) inform the client, at an appropriate time,
of the lawyer’s ability or decision to reveal Lawyer-client confidentiality encompasses the lawyer-
information protected by Business and client privilege, the work-product doctrine and ethical
Professions Code section 6068, subdivision (e)(1) standards of confidentiality
as provided in paragraph (b).
[2] The principle of lawyer-client confidentiality
(d) In revealing information protected by Business applies to information a lawyer acquires by virtue of
and Professions Code section 6068, subdivision (e)(1) the representation, whatever its source, and
as provided in paragraph (b), the lawyer’s disclosure encompasses matters communicated in confidence by
must be no more than is necessary to prevent the the client, and therefore protected by the lawyer-
criminal act, given the information known* to the client privilege, matters protected by the work
lawyer at the time of the disclosure. product doctrine, and matters protected under ethical
standards of confidentiality, all as established in law,
(e) A lawyer who does not reveal information rule and policy. (See In the Matter of Johnson (Rev.
permitted by paragraph (b) does not violate this rule. Dept. 2000) 4 Cal. State Bar Ct. Rptr. 179; Goldstein v.
Lees (1975) 46 Cal.App.3d 614, 621 [120 Cal.Rptr.
253].) The lawyer-client privilege and work-product
doctrine apply in judicial and other proceedings in

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which a lawyer may be called as a witness or be affirmative obligation on a lawyer to reveal

otherwise compelled to produce evidence concerning information protected by Business and Professions
a client. A lawyer’s ethical duty of confidentiality is Code section 6068, subdivision (e)(1) in order to
not so limited in its scope of protection for the lawyer- prevent harm. A lawyer may decide not to reveal
client relationship of trust and prevents a lawyer from such information. Whether a lawyer chooses to
revealing the client’s information even when not reveal information protected by section 6068,
subjected to such compulsion. Thus, a lawyer may subdivision (e)(1) as permitted under this rule is a
not reveal such information except with the informed matter for the individual lawyer to decide, based on
consent* of the client or as authorized or required by all the facts and circumstances, such as those
the State Bar Act, these rules, or other law. discussed in Comment [6] of this rule.

Narrow exception to duty of confidentiality under this Whether to reveal information protected by Business
rule and Professions Code section 6068, subdivision (e) as
permitted under paragraph (b)
[3] Notwithstanding the important public policies
promoted by lawyers adhering to the core duty of [6] Disclosure permitted under paragraph (b) is
confidentiality, the overriding value of life permits ordinarily a last resort, when no other available action
disclosures otherwise prohibited by Business and is reasonably* likely to prevent the criminal act. Prior
Professions Code section 6068, subdivision (e)(1). to revealing information protected by Business and
Paragraph (b) is based on Business and Professions Professions Code section 6068, subdivision (e)(1) as
Code section 6068, subdivision (e)(2), which narrowly permitted by paragraph (b), the lawyer must, if
permits a lawyer to disclose information protected by reasonable* under the circumstances, make a good
Business and Professions Code section 6068, faith effort to persuade the client to take steps to
subdivision (e)(1) even without client consent. avoid the criminal act or threatened harm. Among
Evidence Code section 956.5, which relates to the the factors to be considered in determining whether
evidentiary lawyer-client privilege, sets forth a similar to disclose information protected by section 6068,
express exception. Although a lawyer is not subdivision (e)(1) are the following:
permitted to reveal information protected by section
6068, subdivision (e)(1) concerning a client’s past, (1) the amount of time that the lawyer has to
completed criminal acts, the policy favoring the make a decision about disclosure;
preservation of human life that underlies this
exception to the duty of confidentiality and the (2) whether the client or a third-party has
evidentiary privilege permits disclosure to prevent a made similar threats before and whether they
future or ongoing criminal act. have ever acted or attempted to act upon them;

Lawyer not subject to discipline for revealing (3) whether the lawyer believes* the lawyer’s
information protected by Business and Professions efforts to persuade the client or a third person*
Code section 6068, subdivision (e)(1) as permitted not to engage in the criminal conduct have or
under this rule have not been successful;

[4] Paragraph (b) reflects a balancing between the (4) the extent of adverse effect to the client’s
interests of preserving client confidentiality and of rights under the Fifth, Sixth and Fourteenth
preventing a criminal act that a lawyer reasonably Amendments of the United States Constitution
believes* is likely to result in death or substantial* and analogous rights and privacy rights under
bodily harm to an individual. A lawyer who reveals Article I of the Constitution of the State of
information protected by Business and Professions California that may result from disclosure
Code section 6068, subdivision (e)(1) as permitted contemplated by the lawyer;
under this rule is not subject to discipline.
(5) the extent of other adverse effects to the
No duty to reveal information protected by Business client that may result from disclosure
and Professions Code section 6068, subdivision (e)(1) contemplated by the lawyer; and

[5] Neither Business and Professions Code section

6068, subdivision (e)(2) nor paragraph (b) imposes an

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(6) the nature and extent of information that reasonable* under the circumstances, efforts to
must be disclosed to prevent the criminal act or persuade the client or third person* to warn the
threatened harm. victim or consider other appropriate action to prevent
the harm. Even when the lawyer has concluded that
A lawyer may also consider whether the prospective paragraph (b) does not permit the lawyer to reveal
harm to the victim or victims is imminent in deciding information protected by section 6068, subdivision
whether to disclose the information protected by (e)(1), the lawyer nevertheless is permitted to counsel
section 6068, subdivision (e)(1). However, the the client as to why it may be in the client’s best
imminence of the harm is not a prerequisite to interest to consent to the attorney’s disclosure of that
disclosure and a lawyer may disclose the information information.
protected by section 6068, subdivision (e)(1) without
waiting until immediately before the harm is likely to Disclosure of information protected by Business and
occur. Professions Code section 6068, subdivision (e)(1) must
be no more than is reasonably* necessary to prevent
Whether to counsel client or third person* not to the criminal act
commit a criminal act reasonably* likely to result in
death or substantial* bodily harm [8] Paragraph (d) requires that disclosure of
information protected by Business and Professions
[7] Paragraph (c)(1) provides that before a lawyer Code section 6068, subdivision (e) as permitted by
may reveal information protected by Business and paragraph (b), when made, must be no more
Professions Code section 6068, subdivision (e)(1), the extensive than is necessary to prevent the criminal
lawyer must, if reasonable* under the circumstances, act. Disclosure should allow access to the information
make a good faith effort to persuade the client not to to only those persons* who the lawyer reasonably
commit or to continue the criminal act, or to persuade believes* can act to prevent the harm. Under some
the client to otherwise pursue a course of conduct circumstances, a lawyer may determine that the best
that will prevent the threatened death or substantial* course to pursue is to make an anonymous disclosure
bodily harm, including persuading the client to take to the potential victim or relevant law-enforcement
action to prevent a third person* from committing or authorities. What particular measures are
continuing a criminal act. If necessary, the client may reasonable* depends on the circumstances known*
be persuaded to do both. The interests protected by to the lawyer. Relevant circumstances include the
such counseling are the client’s interests in limiting time available, whether the victim might be unaware
disclosure of information protected by section 6068, of the threat, the lawyer’s prior course of dealings
subdivision (e) and in taking responsible action to deal with the client, and the extent of the adverse effect
with situations attributable to the client. If a client, on the client that may result from the disclosure
whether in response to the lawyer’s counseling or contemplated by the lawyer.
otherwise, takes corrective action—such as by ceasing
the client’s own criminal act or by dissuading a third Informing client pursuant to paragraph (c)(2) of
person* from committing or continuing a criminal act lawyer’s ability or decision to reveal information
before harm is caused—the option for permissive protected by Business and Professions Code section
disclosure by the lawyer would cease because the 6068, subdivision (e)(1)
threat posed by the criminal act would no longer be
present. When the actor is a nonclient or when the [9] A lawyer is required to keep a client reasonably*
act is deliberate or malicious, the lawyer who informed about significant developments regarding
contemplates making adverse disclosure of protected the representation. (See rule 1.4; Bus. & Prof. Code,
information may reasonably* conclude that the § 6068, subd. (m).) Paragraph (c)(2), however,
compelling interests of the lawyer or others in their recognizes that under certain circumstances,
own personal safety preclude personal contact with informing a client of the lawyer’s ability or decision to
the actor. Before counseling an actor who is a reveal information protected by section 6068,
nonclient, the lawyer should, if reasonable* under the subdivision (e)(1) as permitted in paragraph (b) would
circumstances, first advise the client of the lawyer’s likely increase the risk of death or substantial* bodily
intended course of action. If a client or another harm, not only to the originally-intended victims of
person* has already acted but the intended harm has the criminal act, but also to the client or members of
not yet occurred, the lawyer should consider, if the client’s family, or to the lawyer or the lawyer’s

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family or associates. Therefore, paragraph (c)(2) within paragraph (b), or even choose not to inform a
requires a lawyer to inform the client of the lawyer’s client until such time as the lawyer attempts to
ability or decision to reveal information protected by counsel the client as contemplated in Comment [7].
section 6068, subdivision (e)(1) as permitted in In each situation, the lawyer will have satisfied the
paragraph (b) only if it is reasonable* to do so under lawyer’s obligation under paragraph (c)(2), and will
the circumstances. Paragraph (c)(2) further recognizes not be subject to discipline.
that the appropriate time for the lawyer to inform the
client may vary depending upon the circumstances. Informing client that disclosure has been made;
(See Comment [10] of this rule.) Among the factors to termination of the lawyer-client relationship
be considered in determining an appropriate time, if
any, to inform a client are: [11] When a lawyer has revealed information
protected by Business and Professions Code section
(1) whether the client is an experienced user 6068, subdivision (e) as permitted in paragraph (b), in
of legal services; all but extraordinary cases the relationship between
lawyer and client that is based on trust and
(2) the frequency of the lawyer’s contact with confidence will have deteriorated so as to make the
the client; lawyer’s representation of the client impossible.
Therefore, when the relationship has deteriorated
(3) the nature and length of the professional because of the lawyer’s disclosure, the lawyer is
relationship with the client; required to seek to withdraw from the
representation, unless the client has given informed
(4) whether the lawyer and client have consent* to the lawyer’s continued representation.
discussed the lawyer’s duty of confidentiality or The lawyer normally must inform the client of the fact
any exceptions to that duty; of the lawyer’s disclosure. If the lawyer has a
compelling interest in not informing the client, such as
(5) the likelihood that the client’s matter will
to protect the lawyer, the lawyer’s family or a third
involve information within paragraph (b);
person* from the risk of death or substantial* bodily
(6) the lawyer’s belief,* if applicable, that so harm, the lawyer must withdraw from the
informing the client is likely to increase the representation. (See rule 1.16.)
likelihood that a criminal act likely to result in
Other consequences of the lawyer’s disclosure
the death of, or substantial* bodily harm to, an
individual; and [12] Depending upon the circumstances of a lawyer’s
disclosure of information protected by Business and
(7) the lawyer’s belief,* if applicable, that
Professions Code section 6068, subdivision (e)(1) as
good faith efforts to persuade a client not to act
permitted by this rule, there may be other important
on a threat have failed.
issues that a lawyer must address. For example, a
Avoiding a chilling effect on the lawyer-client lawyer who is likely to testify as a witness in a matter
relationship involving a client must comply with rule 3.7. Similarly,
the lawyer must also consider his or her duties of
[10] The foregoing flexible approach to the lawyer’s loyalty and competence. (See rules 1.7 and 1.1.)
informing a client of his or her ability or decision to
reveal information protected by Business and Other exceptions to confidentiality under California
Professions Code section 6068, subdivision (e)(1) law
recognizes the concern that informing a client about
[13] This rule is not intended to augment, diminish,
limits on confidentiality may have a chilling effect on
or preclude any other exceptions to the duty to
client communication. (See Comment [1].) To avoid
preserve information protected by Business and
that chilling effect, one lawyer may choose to inform
Professions Code section 6068, subdivision (e)(1)
the client of the lawyer’s ability to reveal information
recognized under California law.
protected by section 6068, subdivision (e)(1) as early
as the outset of the representation, while another
lawyer may choose to inform a client only at a point
when that client has imparted information that comes

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Rule 1.7 Conflict of Interest: Current Clients ruling or other determination, contract, transaction,
claim, controversy, investigation, charge, accusation,
(a) A lawyer shall not, without informed written arrest, or other deliberation, decision, or action that is
consent* from each client and compliance with focused on the interests of specific persons,* or a
paragraph (d), represent a client if the representation discrete and identifiable class of persons.*
is directly adverse to another client in the same or a
separate matter. Comment

(b) A lawyer shall not, without informed written [1] Loyalty and independent judgment are essential
consent* from each affected client and compliance elements in the lawyer’s relationship to a client. The
with paragraph (d), represent a client if there is a duty of undivided loyalty to a current client prohibits
significant risk the lawyer’s representation of the undertaking representation directly adverse to that
client will be materially limited by the lawyer’s client without that client’s informed written consent.*
responsibilities to or relationships with another client, Thus, absent consent, a lawyer may not act as an
a former client or a third person,* or by the lawyer’s advocate in one matter against a person* the lawyer
own interests. represents in some other matter, even when the
matters are wholly unrelated. (See Flatt v. Superior
(c) Even when a significant risk requiring a lawyer to Court (1994) 9 Cal.4th 275 [36 Cal.Rptr.2d 537].) A
comply with paragraph (b) is not present, a lawyer directly adverse conflict under paragraph (a) can arise
shall not represent a client without written* in a number of ways, for example, when: (i) a lawyer
disclosure of the relationship to the client and accepts representation of more than one client in a
compliance with paragraph (d) where: matter in which the interests of the clients actually
conflict; (ii) a lawyer, while representing a client,
(1) the lawyer has, or knows* that another accepts in another matter the representation of a
lawyer in the lawyer’s firm* has, a legal, person* who, in the first matter, is directly adverse to
business, financial, professional, or personal the lawyer’s client; or (iii) a lawyer accepts
relationship with or responsibility to a party or representation of a person* in a matter in which an
witness in the same matter; or opposing party is a client of the lawyer or the lawyer’s
law firm.* Similarly, direct adversity can arise when a
(2) the lawyer knows* or reasonably should
lawyer cross-examines a non-party witness who is the
know* that another party’s lawyer is a spouse,
lawyer’s client in another matter, if the examination is
parent, child, or sibling of the lawyer, lives with
likely to harm or embarrass the witness. On the other
the lawyer, is a client of the lawyer or another
hand, simultaneous representation in unrelated
lawyer in the lawyer’s firm,* or has an intimate
matters of clients whose interests are only
personal relationship with the lawyer.
economically adverse, such as representation of
(d) Representation is permitted under this rule only competing economic enterprises in unrelated
if the lawyer complies with paragraphs (a), (b), and litigation, does not ordinarily constitute a conflict of
(c), and: interest and thus may not require informed written
consent* of the respective clients.
(1) the lawyer reasonably believes* that the
lawyer will be able to provide competent and [2] Paragraphs (a) and (b) apply to all types of legal
diligent representation to each affected client; representations, including the concurrent
representation of multiple parties in litigation or in a
(2) the representation is not prohibited by single transaction or in some other common
law; and enterprise or legal relationship. Examples of the latter
include the formation of a partnership for several
(3) the representation does not involve the partners* or a corporation for several shareholders,
assertion of a claim by one client against another the preparation of a pre-nuptial agreement, or joint or
client represented by the lawyer in the same reciprocal wills for a husband and wife, or the
litigation or other proceeding before a tribunal. resolution of an “uncontested” marital dissolution. If
a lawyer initially represents multiple clients with the
(e) For purposes of this rule, “matter” includes any informed written consent* as required under
judicial or other proceeding, application, request for a paragraph (b), and circumstances later develop

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indicating that direct adversity exists between the lawyer’s representation of the client. However, if the
clients, the lawyer must obtain further informed particular circumstances present a significant risk the
written consent* of the clients under paragraph (a). relationship will materially limit the lawyer’s
representation of the client, informed written
[3] In State Farm Mutual Automobile Insurance consent* is required under paragraph (b).
Company v. Federal Insurance Company (1999) 72
Cal.App.4th 1422 [86 Cal.Rptr.2d 20], the court held [6] Ordinarily paragraphs (a) and (b) will not require
that paragraph (C)(3) of predecessor rule 3-310 was informed written consent* simply because a lawyer
violated when a lawyer, retained by an insurer to takes inconsistent legal positions in different
defend one suit, and while that suit was still pending, tribunals* at different times on behalf of different
filed a direct action against the same insurer in an clients. Advocating a legal position on behalf of a
unrelated action without securing the insurer’s client that might create precedent adverse to the
consent. Notwithstanding State Farm, paragraph (a) interests of another client represented by a lawyer in
does not apply with respect to the relationship an unrelated matter is not sufficient, standing alone,
between an insurer and a lawyer when, in each to create a conflict of interest requiring informed
matter, the insurer’s interest is only as an indemnity written consent.* Informed written consent* may be
provider and not as a direct party to the action. required, however, if there is a significant risk that: (i)
the lawyer may temper the lawyer’s advocacy on
[4] Even where there is no direct adversity, a behalf of one client out of concern about creating
conflict of interest requiring informed written precedent adverse to the interest of another client; or
consent* under paragraph (b) exists if there is a (ii) the lawyer’s action on behalf of one client will
significant risk that a lawyer’s ability to consider, materially limit the lawyer’s effectiveness in
recommend or carry out an appropriate course of representing another client in a different case, for
action for the client will be materially limited as a example, when a decision favoring one client will
result of the lawyer’s other responsibilities, interests, create a precedent likely to seriously weaken the
or relationships, whether legal, business, financial, position taken on behalf of the other client. Factors
professional, or personal. For example, a lawyer’s relevant in determining whether the clients’ informed
obligations to two or more clients in the same matter, written consent* is required include: the courts and
such as several individuals seeking to form a joint jurisdictions where the different cases are pending,
venture, may materially limit the lawyer’s ability to whether a ruling in one case would have a
recommend or advocate all possible positions that precedential effect on the other case, whether the
each might take because of the lawyer’s duty of legal question is substantive or procedural, the
loyalty to the other clients. The risk is that the lawyer temporal relationship between the matters, the
may not be able to offer alternatives that would significance of the legal question to the immediate
otherwise be available to each of the clients. The and long-term interests of the clients involved, and
mere possibility of subsequent harm does not itself the clients’ reasonable* expectations in retaining the
require disclosure and informed written consent.* lawyer.
The critical questions are the likelihood that a
difference in interests exists or will eventuate and, if it [7] Other rules and laws may preclude the
does, whether it will materially interfere with the disclosures necessary to obtain the informed written
lawyer’s independent professional judgment in consent* or provide the information required to
considering alternatives or foreclose courses of action permit representation under this rule. (See, e.g., Bus.
that reasonably* should be pursued on behalf of each & Prof. Code, § 6068, subd. (e)(1) and rule 1.6.) If
client. The risk that the lawyer’s representation may such disclosure is precluded, representation subject to
be materially limited may also arise from present or paragraph (a), (b), or (c) of this rule is likewise
past relationships between the lawyer, or another precluded.
member of the lawyer’s firm*, with a party, a witness,
or another person* who may be affected substantially [8] Paragraph (d) imposes conditions that must be
by the resolution of the matter. satisfied even if informed written consent* is
obtained as required by paragraphs (a) or (b) or the
[5] Paragraph (c) requires written* disclosure of any lawyer has informed the client in writing* as required
of the specified relationships even if there is not a by paragraph (c). There are some matters in which
significant risk the relationship will materially limit the the conflicts are such that even informed written

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 RULES OF PROFESSIONAL CONDUCT

consent* may not suffice to permit representation. Rule 1.8.1 Business Transactions with a Client
(See Woods v. Superior Court (1983) 149 Cal.App.3d and Pecuniary Interests Adverse to a Client
931 [197 Cal.Rptr. 185]; Klemm v. Superior Court
(1977) 75 Cal.App.3d 893 [142 Cal.Rptr. 509]; Ishmael A lawyer shall not enter into a business transaction
v. Millington (1966) 241 Cal.App.2d 520 [50 Cal.Rptr. with a client, or knowingly* acquire an ownership,
592].) possessory, security or other pecuniary interest
adverse to a client, unless each of the following
[9] This rule does not preclude an informed written requirements has been satisfied:
consent* to a future conflict in compliance with
applicable case law. The effectiveness of an advance (a) the transaction or acquisition and its terms are
consent is generally determined by the extent to fair and reasonable* to the client and the terms and
which the client reasonably* understands the the lawyer’s role in the transaction or acquisition are
material risks that the consent entails. The more fully disclosed and transmitted in writing* to the
comprehensive the explanation of the types of future client in a manner that should reasonably* have been
representations that might arise and the actual and understood by the client;
reasonably* foreseeable adverse consequences to the
client of those representations, the greater the (b) the client either is represented in the transaction
likelihood that the client will have the requisite or acquisition by an independent lawyer of the client’s
understanding. The experience and sophistication of choice or the client is advised in writing* to seek the
the client giving consent, as well as whether the client advice of an independent lawyer of the client’s choice
is independently represented in connection with and is given a reasonable* opportunity to seek that
giving consent, are also relevant in determining advice; and
whether the client reasonably* understands the risks
involved in giving consent. An advance consent (c) the client thereafter provides informed written
cannot be effective if the circumstances that consent* to the terms of the transaction or
materialize in the future make the conflict acquisition, and to the lawyer’s role in it.
nonconsentable under paragraph (d). A lawyer who
Comment
obtains from a client an advance consent that
complies with this rule will have all the duties of a [1] A lawyer has an “other pecuniary interest
lawyer to that client except as expressly limited by the adverse to a client” within the meaning of this rule
consent. A lawyer cannot obtain an advance consent when the lawyer possesses a legal right to significantly
to incompetent representation. (See rule 1.8.8.) impair or prejudice the client’s rights or interests
without court action. (See Fletcher v. Davis (2004) 33
[10] A material change in circumstances relevant to
Cal.4th 61, 68 [14 Cal.Rptr.3d 58]; see also Bus. &
application of this rule may trigger a requirement to
Prof. Code, § 6175.3 [Sale of financial products to
make new disclosures and, where applicable, obtain
elder or dependent adult clients; Disclosure]; Fam.
new informed written consents.* In the absence of
Code, §§ 2033-2034 [Attorney lien on community real
such consents, depending on the circumstances, the
property].) However, this rule does not apply to a
lawyer may have the option to withdraw from one or
charging lien given to secure payment of a
more of the representations in order to avoid the
contingency fee. (See Plummer v. Day/Eisenberg, LLP
conflict. The lawyer must seek court approval where
(2010) 184 Cal.App.4th 38 [108 Cal.Rptr.3d 455].)
necessary and take steps to minimize harm to the
clients. See rule 1.16. The lawyer must continue to [2] For purposes of this rule, factors that can be
protect the confidences of the clients from whose considered in determining whether a lawyer is
representation the lawyer has withdrawn. (See rule independent include whether the lawyer: (i) has a
1.9(c).) financial interest in the transaction or acquisition; and
(ii) has a close legal, business, financial, professional
[11] For special rules governing membership in a
or personal relationship with the lawyer seeking the
legal service organization, see rule 6.3; and for work in
client’s consent.
conjunction with certain limited legal services
programs, see rule 6.5. [3] Fairness and reasonableness under paragraph
(a) are measured at the time of the transaction or
acquisition based on the facts that then exist.

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[4] In some circumstances, this rule may apply to a unless the client gives informed consent,* except as
transaction entered into with a former client. permitted by these rules or the State Bar Act.
(Compare Hunniecutt v. State Bar (1988) 44 Cal.3d
362, 370-71 [“[W]hen an attorney enters into a Comment
transaction with a former client regarding a fund
which resulted from the attorney’s representation, it A lawyer violates the duty of loyalty by using
is reasonable to examine the relationship between information protected by Business and Professions
the parties for indications of special trust resulting Code section 6068, subdivision (e)(1) to the
therefrom. We conclude that if there is evidence that disadvantage of a current client.
the client placed his trust in the attorney because of
the representation, an attorney-client relationship Rule 1.8.3 Gifts from Client
exists for the purposes of [the predecessor rule] even
if the representation has otherwise ended [and] It (a) A lawyer shall not:
appears that [the client] became a target of [the
lawyer’s] solicitation because he knew, through his (1) solicit a client to make a substantial* gift,
representation of her, that she had recently received including a testamentary gift, to the lawyer or a
the settlement fund [and the court also found the person* related to the lawyer, unless the lawyer
client to be unsophisticated].”] with Wallis v. State or other recipient of the gift is related to the
Bar (1942) 21 Cal.2d 322 [finding lawyer not subject client, or
to discipline for entering into business transaction
with a former client where the former client was a (2) prepare on behalf of a client an instrument
sophisticated businesswoman who had actively giving the lawyer or a person* related to the
negotiated for terms she thought desirable, and the lawyer any substantial* gift, unless (i) the lawyer
transaction was not connected with the matter on or other recipient of the gift is related to the
which the lawyer previously represented her].) client, or (ii) the client has been advised by an
independent lawyer who has provided a
[5] This rule does not apply to the agreement by certificate of independent review that complies
which the lawyer is retained by the client, unless the with the requirements of Probate Code section
agreement confers on the lawyer an ownership, 21384.
possessory, security, or other pecuniary interest
adverse to the client. Such an agreement is governed, (b) For purposes of this rule, related persons*
in part, by rule 1.5. This rule also does not apply to an include a person* who is “related by blood or affinity”
agreement to advance to or deposit with a lawyer a as that term is defined in California Probate Code
sum to be applied to fees, or costs or other expenses, section 21374, subdivision (a).
to be incurred in the future. Such agreements are
governed, in part, by rules 1.5 and 1.15. Comment

[6] This rule does not apply: (i) where a lawyer and [1] A lawyer or a person* related to a lawyer may
client each make an investment on terms offered by a accept a gift from the lawyer’s client, subject to
third person* to the general public or a significant general standards of fairness and absence of undue
portion thereof; or (ii) to standard commercial influence. A lawyer also does not violate this rule
transactions for products or services that a lawyer merely by engaging in conduct that might result in a
acquires from a client on the same terms that the client making a gift, such as by sending the client a
client generally markets them to others, where the wedding announcement. Discipline is appropriate
lawyer has no advantage in dealing with the client. where impermissible influence occurs. (See Magee v.
State Bar (1962) 58 Cal.2d 423 [24 Cal.Rptr. 839].)

Rule 1.8.2 Use of Current Client’s Information [2] This rule does not prohibit a lawyer from seeking
to have the lawyer or a partner* or associate of the
A lawyer shall not use a client’s information protected lawyer named as executor of the client’s estate or to
by Business and Professions Code section 6068, another potentially lucrative fiduciary position. Such
subdivision (e)(1) to the disadvantage of the client appointments, however, will be subject to rule 1.7(b)
and (c).

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Rule 1.8.4 [Reserved] Rule 1.8.6 Compensation from One Other than
Client
Rule 1.8.5 Payment of Personal or Business A lawyer shall not enter into an agreement for,
Expenses Incurred by or for a Client charge, or accept compensation for representing a
client from one other than the client unless:
(a) A lawyer shall not directly or indirectly pay or
agree to pay, guarantee, or represent that the (a) there is no interference with the lawyer’s
lawyer or lawyer’s law firm* will pay the personal or independent professional judgment or with the
business expenses of a prospective or existing client. lawyer-client relationship;

(b) Notwithstanding paragraph (a), a lawyer may: (b) information is protected as required by
Business and Professions Code section 6068,
(1) pay or agree to pay such expenses to third subdivision (e)(1) and rule 1.6; and
persons,* from funds collected or to be
collected for the client as a result of the (c) the lawyer obtains the client’s informed written
representation, with the consent of the client; consent* at or before the time the lawyer has
entered into the agreement for, charged, or
(2) after the lawyer is retained by the client, accepted the compensation, or as soon thereafter as
agree to lend money to the client based on the reasonably* practicable, provided that no disclosure
client’s written* promise to repay the loan, or consent is required if:
provided the lawyer complies with rules 1.7(b),
1.7(c), and 1.8.1 before making the loan or (1) nondisclosure or the compensation is
agreeing to do so; otherwise authorized by law or a court order;
or
(3) advance the costs of prosecuting or
defending a claim or action, or of otherwise (2) the lawyer is rendering legal services on
protecting or promoting the client’s interests, behalf of any public agency or nonprofit
the repayment of which may be contingent on organization that provides legal services to
the outcome of the matter; and other public agencies or the public.

(4) pay the costs of prosecuting or defending Comment

a claim or action, or of otherwise protecting or
promoting the interests of an indigent person* [1] A lawyer’s responsibilities in a matter are owed
in a matter in which the lawyer represents the only to the client except where the lawyer also
client. represents the payor in the same matter. With
respect to the lawyer’s additional duties when
(c) “Costs” within the meaning of paragraphs representing both the client and the payor in the
(b)(3) and (b)(4) are not limited to those costs that same matter, see rule 1.7.
are taxable or recoverable under any applicable
statute or rule of court but may include any [2] A lawyer who is exempt from disclosure and
reasonable* expenses of litigation, including court consent requirements under paragraph (c)
costs, and reasonable* expenses in preparing for nevertheless must comply with paragraphs (a) and
litigation or in providing other legal services to the (b).
client.
[3] This rule is not intended to abrogate existing
(d) Nothing in this rule shall be deemed to limit the relationships between insurers and insureds
application of rule 1.8.9. whereby the insurer has the contractual right to
unilaterally select counsel for the insured, where
there is no conflict of interest. (See San Diego Navy
Federal Credit Union v. Cumis Insurance Society
(1984) 162 Cal.App.3d 358 [208 Cal.Rptr. 494].).

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[4] In some limited circumstances, a lawyer might given a reasonable* opportunity to seek that
not be able to obtain client consent before the advice.
lawyer has entered into an agreement for, charged,
or accepted compensation, as required by this rule. Comment
This might happen, for example, when a lawyer is
retained or paid by a family member on behalf of an [1] Paragraph (b) does not absolve the lawyer of the
incarcerated client or in certain commercial settings, obligation to comply with other law. (See, e.g., Bus. &
such as when a lawyer is retained by a creditors’ Prof. Code, § 6090.5.)
committee involved in a corporate debt
[2] This rule does not apply to customary
restructuring and agrees to be compensated for any
qualifications and limitations in legal opinions and
services to be provided to other similarly situated
memoranda, nor does it prevent a lawyer from
creditors who have not yet been identified. In such
reasonably* limiting the scope of the lawyer’s
limited situations, paragraph (c) permits the lawyer
representation. (See rule 1.2(b).)
to comply with this rule as soon thereafter as is
reasonably* practicable.
Rule 1.8.9 Purchasing Property at a Foreclosure
[5] This rule is not intended to alter or diminish a
or a Sale Subject to Judicial Review
lawyer’s obligations under rule 5.4(c).
(a) A lawyer shall not directly or indirectly
purchase property at a probate, foreclosure,
Rule 1.8.7 Aggregate Settlements
receiver’s, trustee’s, or judicial sale in an action or
(a) A lawyer who represents two or more clients proceeding in which such lawyer or any lawyer
shall not enter into an aggregate settlement of the affiliated by reason of personal, business, or
claims of or against the clients, or in a criminal case an professional relationship with that lawyer or with
aggregate agreement as to guilty or nolo contendere that lawyer’s law firm* is acting as a lawyer for a
pleas, unless each client gives informed written party or as executor, receiver, trustee,
consent.* The lawyer’s disclosure shall include the administrator, guardian, or conservator.
existence and nature of all the claims or pleas
(b) A lawyer shall not represent the seller at a
involved and of the participation of each person* in
probate, foreclosure, receiver, trustee, or judicial
the settlement.
sale in an action or proceeding in which the
(b) This rule does not apply to class action purchaser is a spouse or relative of the lawyer or of
settlements subject to court approval. another lawyer in the lawyer’s law firm* or is an
employee of the lawyer or the lawyer’s law firm.*

Rule 1.8.8 Limiting Liability to Client (c) This rule does not prohibit a lawyer’s
participation in transactions that are specifically
A lawyer shall not: authorized by and comply with Probate Code
sections 9880 through 9885, but such transactions
(a) Contract with a client prospectively limiting the remain subject to the provisions of rules 1.8.1 and
lawyer’s liability to the client for the lawyer’s 1.7.
professional malpractice; or
Comment
(b) Settle a claim or potential claim for the lawyer’s
liability to a client or former client for the lawyer’s A lawyer may lawfully participate in a transaction
professional malpractice, unless the client or former involving a probate proceeding which concerns a
client is either: client by following the process described in Probate
Code sections 9880-9885. These provisions, which
(1) represented by an independent lawyer permit what would otherwise be impermissible self-
concerning the settlement; or dealing by specific submissions to and approval by
the courts, must be strictly followed in order to
(2) advised in writing* by the lawyer to seek avoid violation of this rule.
the advice of an independent lawyer of the
client’s choice regarding the settlement and

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 RULES OF PROFESSIONAL CONDUCT

Rule 1.8.10 Sexual Relations with Current Client Comment

(a) A lawyer shall not engage in sexual relations A prohibition on conduct by an individual lawyer in
with a current client who is not the lawyer’s spouse or rules 1.8.1 through 1.8.9 also applies to all lawyers
registered domestic partner, unless a consensual associated in a law firm* with the personally
sexual relationship existed between them when the prohibited lawyer. For example, one lawyer in a law
lawyer-client relationship commenced. firm* may not enter into a business transaction with
a client of another lawyer associated in the law firm*
(b) For purposes of this rule, “sexual relations” without complying with rule 1.8.1, even if the first
means sexual intercourse or the touching of an lawyer is not personally involved in the
intimate part of another person* for the purpose of representation of the client. This rule does not apply
sexual arousal, gratification, or abuse. to rule 1.8.10 since the prohibition in that rule is
personal and is not applied to associated lawyers.
(c) If a person* other than the client alleges a
violation of this rule, no Notice of Disciplinary Charges
may be filed by the State Bar against a lawyer under Rule 1.9 Duties to Former Clients
this rule until the State Bar has attempted to obtain
the client’s statement regarding, and has considered, (a) A lawyer who has formerly represented a client
whether the client would be unduly burdened by in a matter shall not thereafter represent another
further investigation or a charge. person* in the same or a substantially related matter
in which that person’s* interests are materially
Comment adverse to the interests of the former client unless
the former client gives informed written consent.*
[1] Although this rule does not apply to a
consensual sexual relationship that exists when a (b) A lawyer shall not knowingly* represent a
lawyer-client relationship commences, the lawyer person* in the same or a substantially related matter
nevertheless must comply with all other applicable in which a firm* with which the lawyer formerly was
rules. (See, e.g., rules 1.1, 1.7, and 2.1.) associated had previously represented a client

[2] When the client is an organization, this rule (1) whose interests are materially adverse to
applies to a lawyer for the organization (whether that person;* and
inside counsel or outside counsel) who has sexual
relations with a constituent of the organization who (2) about whom the lawyer had acquired
supervises, directs or regularly consults with that information protected by Business and
lawyer concerning the organization’s legal matters. Professions Code section 6068, subdivision (e)
(See rule 1.13.) and rules 1.6 and 1.9(c) that is material to the
matter;
[3] Business and Professions Code section 6106.9,
including the requirement that the complaint be unless the former client gives informed written
verified, applies to charges under subdivision (a) of consent.*
that section. This rule and the statute impose
different obligations. (c) A lawyer who has formerly represented a client
in a matter or whose present or former firm* has
formerly represented a client in a matter shall not
Rule 1.8.11 Imputation of Prohibitions Under thereafter:
Rules 1.8.1 to 1.8.9
(1) use information protected by Business and
While lawyers are associated in a law firm,* a Professions Code section 6068, subdivision (e)
prohibition in rules 1.8.1 through 1.8.9 that applies to and rule 1.6 acquired by virtue of the
any one of them shall apply to all of them. representation of the former client to the
disadvantage of the former client except as
these rules or the State Bar Act would permit
with respect to a current client, or when the
information has become generally known;* or

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 RULES OF PROFESSIONAL CONDUCT

(2) reveal information protected by Business lawyer involved has actual knowledge of information
and Professions Code section 6068, subdivision protected by Business and Professions Code section
(e) and rule 1.6 acquired by virtue of the 6068, subdivision (e) and rules 1.6 and 1.9(c). Thus, if
representation of the former client except as a lawyer while with one firm* acquired no knowledge
these rules or the State Bar Act permit with or information relating to a particular client of the
respect to a current client. firm,* and that lawyer later joined another firm,*
neither the lawyer individually nor lawyers in the
Comment second firm* would violate this rule by representing
another client in the same or a related matter even
[1] After termination of a lawyer-client relationship, though the interests of the two clients conflict. See
the lawyer owes two duties to a former client. The rule 1.10(b) for the restrictions on lawyers in a firm*
lawyer may not (i) do anything that will injuriously once a lawyer has terminated association with the
affect the former client in any matter in which the firm.*
lawyer represented the former client, or (ii) at any
time use against the former client knowledge or [5] The fact that information can be discovered in a
information acquired by virtue of the previous public record does not, by itself, render that
relationship. (See Oasis West Realty, LLC v. Goldman information generally known* under paragraph (c).
(2011) 51 Cal.4th 811 [124 Cal.Rptr.3d 256]; (See, e.g., In the Matter of Johnson (Review Dept.
Wutchumna Water Co. v. Bailey (1932) 216 Cal. 564 2000) 4 Cal. State Bar Ct. Rptr. 179.)
[15 P.2d 505].) For example, (i) a lawyer could not
properly seek to rescind on behalf of a new client a [6] With regard to the effectiveness of an advance
contract drafted on behalf of the former client and (ii) consent, see rule 1.7, Comment [9]. With regard to
a lawyer who has prosecuted an accused person* imputation of conflicts to lawyers in a firm* with
could not represent the accused in a subsequent civil which a lawyer is or was formerly associated, see rule
action against the government concerning the same 1.10. Current and former government lawyers must
matter. (See also Bus. & Prof. Code, § 6131; 18 U.S.C. comply with this rule to the extent required by rule
§ 207(a).) These duties exist to preserve a client’s 1.11.
trust in the lawyer and to encourage the client’s
candor in communications with the lawyer.
Rule 1.10 Imputation of Conflicts of Interest:
[2] For what constitutes a “matter” for purposes of General Rule
this rule, see rule 1.7(e).
(a) While lawyers are associated in a firm,* none of
[3] Two matters are “the same or substantially them shall knowingly* represent a client when any
related” for purposes of this rule if they involve a one of them practicing alone would be prohibited
substantial* risk of a violation of one of the two duties from doing so by rules 1.7 or 1.9, unless
to a former client described above in Comment [1].
For example, this will occur: (i) if the matters involve (1) the prohibition is based on a personal
the same transaction or legal dispute or other work interest of the prohibited lawyer and does not
performed by the lawyer for the former client; or (ii) if present a significant risk of materially limiting
the lawyer normally would have obtained information the representation of the client by the remaining
in the prior representation that is protected by lawyers in the firm;* or
Business and Professions Code section 6068,
subdivision (e) and rule 1.6, and the lawyer would be (2) the prohibition is based upon rule 1.9(a) or
expected to use or disclose that information in the (b) and arises out of the prohibited lawyer’s
subsequent representation because it is material to association with a prior firm,* and
the subsequent representation.
(i) the prohibited lawyer did not
[4] Paragraph (b) addresses a lawyer’s duties to a substantially participate in the same or a
client who has become a former client because the substantially related matter;
lawyer no longer is associated with the law firm* that
(ii) the prohibited lawyer is timely
represents or represented the client. In that situation,
screened* from any participation in the
the lawyer has a conflict of interest only when the

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 RULES OF PROFESSIONAL CONDUCT

matter and is apportioned no part of the nonlawyer, such as a paralegal or legal secretary. Nor
fee therefrom; and does paragraph (a) prohibit representation if the
lawyer is prohibited from acting because of events
(iii) written* notice is promptly given to before the person* became a lawyer, for example,
any affected former client to enable the work that the person* did as a law student. Such
former client to ascertain compliance with persons,* however, ordinarily must be screened*
the provisions of this rule, which shall from any personal participation in the matter. (See
include a description of the screening* rules 1.0.1(k) and 5.3.)
procedures employed; and an agreement
by the firm* to respond promptly to any [3] Paragraph (a)(2)(ii) does not prohibit the
written* inquiries or objections by the screened* lawyer from receiving a salary or
former client about the screening* partnership share established by prior independent
procedures. agreement, but that lawyer may not receive
compensation directly related to the matter in which
(b) When a lawyer has terminated an association the lawyer is prohibited.
with a firm,* the firm* is not prohibited from
thereafter representing a person* with interests [4] Where a lawyer is prohibited from engaging in
materially adverse to those of a client represented by certain transactions under rules 1.8.1 through 1.8.9,
the formerly associated lawyer and not currently rule 1.8.11, and not this rule, determines whether
represented by the firm,* unless: that prohibition also applies to other lawyers
associated in a firm* with the personally prohibited
(1) the matter is the same or substantially lawyer.
related to that in which the formerly associated
lawyer represented the client; and [5] The responsibilities of managerial and
supervisory lawyers prescribed by rules 5.1 and 5.3
(2) any lawyer remaining in the firm* has apply to screening* arrangements implemented
information protected by Business and under this rule.
Professions Code section 6068, subdivision (e)
and rules 1.6 and 1.9(c) that is material to the [6] Standards for disqualification, and whether in a
matter. particular matter (1) a lawyer’s conflict will be
imputed to other lawyers in the same firm,* or (2) the
(c) A prohibition under this rule may be waived by use of a timely screen* is effective to avoid that
each affected client under the conditions stated in imputation, are also the subject of statutes and case
rule 1.7. law. (See, e.g., Code Civ. Proc., § 128, subd. (a)(5);
Pen. Code, § 1424; In re Charlisse C. (2008) 45 Cal.4th
(d) The imputation of a conflict of interest to 145 [84 Cal.Rptr.3d 597]; Rhaburn v. Superior Court
lawyers associated in a firm* with former or current (2006) 140 Cal.App.4th 1566 [45 Cal.Rptr.3d 464]; Kirk
government lawyers is governed by rule 1.11. v. First American Title Ins. Co. (2010) 183 Cal.App.4th
776 [108 Cal.Rptr.3d 620].)
Comment

[1] In determining whether a prohibited lawyer’s

Rule 1.11 Special Conflicts of Interest for
previously participation was substantial,* a number of
Former and Current Government Officials and
factors should be considered, such as the lawyer’s
level of responsibility in the prior matter, the duration Employees
of the lawyer’s participation, the extent to which the
(a) Except as law may otherwise expressly permit, a
lawyer advised or had personal contact with the
lawyer who has formerly served as a public official or
former client, and the extent to which the lawyer was
employee of the government:
exposed to confidential information of the former
client likely to be material in the current matter. (1) is subject to rule 1.9(c); and
[2] Paragraph (a) does not prohibit representation (2) shall not otherwise represent a client in
by others in the law firm* where the person* connection with a matter in which the lawyer
prohibited from involvement in a matter is a participated personally and substantially as a

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 RULES OF PROFESSIONAL CONDUCT

public official or employee, unless the nongovernmental employment, unless the

appropriate government agency gives its appropriate government agency gives its
informed written consent* to the informed written consent;* or
representation. This paragraph shall not apply
to matters governed by rule 1.12(a). (ii) negotiate for private employment
with any person* who is involved as a party,
(b) When a lawyer is prohibited from or as a lawyer for a party, or with a law
representation under paragraph (a), no lawyer in a firm* for a party, in a matter in which the
firm* with which that lawyer is associated may lawyer is participating personally and
knowingly* undertake or continue representation in substantially, except that a lawyer serving
such a matter unless: as a law clerk to a judge, other adjudicative
officer or arbitrator may negotiate for
(1) the personally prohibited lawyer is timely private employment as permitted by rule
screened* from any participation in the matter 1.12(b) and subject to the conditions
and is apportioned no part of the fee therefrom; stated in rule 1.12(b).
and
Comment
(2) written* notice is promptly given to the
appropriate government agency to enable it to [1] Rule 1.10 is not applicable to the conflicts of
ascertain compliance with the provisions of this interest addressed by this rule.
rule
[2] For what constitutes a “matter” for purposes of
(c) Except as law may otherwise expressly permit, a this rule, see rule 1.7(e).
lawyer who was a public official or employee and,
during that employment, acquired information that [3] Paragraphs (a)(2) and (d)(2) apply regardless of
the lawyer knows* is confidential government whether a lawyer is adverse to a former client. Both
information about a person,* may not represent a provisions apply when the former public official or
private client whose interests are adverse to that employee of the government has personally and
person* in a matter in which the information could be substantially participated in the matter. Personal
used to the material disadvantage of that person.* As participation includes both direct participation and the
used in this rule, the term “confidential government supervision of a subordinate’s participation.
information” means information that has been Substantial* participation requires that the lawyer’s
obtained under governmental authority, that, at the involvement be of significance to the matter.
time this rule is applied, the government is prohibited Participation may be substantial* even though it is not
by law from disclosing to the public, or has a legal determinative of the outcome of a particular matter.
privilege not to disclose, and that is not otherwise However, it requires more than official responsibility,
available to the public. A firm* with which that knowledge, perfunctory involvement, or involvement
lawyer is associated may undertake or continue on an administrative or peripheral issue. A finding of
representation in the matter only if the personally substantiality should be based not only on the effort
prohibited lawyer is timely screened* from any devoted to the matter, but also on the importance of
participation in the matter and is apportioned no part the effort. Personal and substantial* participation may
of the fee therefrom. occur when, for example, a lawyer participates through
decision, approval, disapproval, recommendation,
(d) Except as law may otherwise expressly permit, a investigation or the rendering of advice in a particular
lawyer currently serving as a public official or matter.
employee:
[4] By requiring a former government lawyer to
(1) is subject to rules 1.7 and 1.9; and comply with rule 1.9(c), paragraph (a)(1) protects
information obtained while working for the
(2) shall not: government to the same extent as information
learned while representing a private client. This
(i) participate in a matter in which the provision applies regardless of whether the lawyer
lawyer participated personally and was working in a “legal” capacity. Thus, information
substantially while in private practice or learned by the lawyer while in public service in an

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 RULES OF PROFESSIONAL CONDUCT

administrative, policy, or advisory position also is its development. (See City & County of San Francisco
covered by paragraph (a)(1). v. Cobra Solutions, Inc. (2006) 38 Cal.4th 839, 847,
851-54 [43 Cal.Rptr.3d 776]; City of Santa Barbara v.
[5] Paragraph (c) operates only when the lawyer in Superior Court (2004) 122 Cal.App.4th 17, 26-27 [18
question has actual knowledge of the information; it Cal.Rptr.3d 403].) Regarding the standards for
does not operate with respect to information that recusals of prosecutors in criminal matters, see Penal
merely could be imputed to the lawyer. Code section 1424; Haraguchi v. Superior Court (2008)
43 Cal. 4th 706, 711-20 [76 Cal.Rptr.3d 250]; and
[6] When a lawyer has been employed by one Hollywood v. Superior Court (2008) 43 Cal.4th 721,
government agency and then moves to a second 727-35 [76 Cal.Rptr.3d 264]. Concerning prohibitions
government agency, it may be appropriate to treat against former prosecutors participating in matters in
that second agency as another client for purposes of which they served or participated in as prosecutor,
this rule, as when a lawyer is employed by a city and see, e.g., Business and Professions Code section 6131
subsequently is employed by a federal agency. and 18 United States Code section 207(a).
Because conflicts of interest are governed by
paragraphs (a) and (b), the latter agency is required to
screen* the lawyer. Whether two government Rule 1.12 Former Judge, Arbitrator, Mediator,
agencies should be regarded as the same or different or Other Third-Party Neutral
clients for conflict of interest purposes is beyond the
scope of these rules. (See rule 1.13, Comment [6]; see (a) Except as stated in paragraph (d), a lawyer shall
also Civil Service Commission v. Superior Court (1984) not represent anyone in connection with a matter in
163 Cal.App.3d 70, 76-78 [209 Cal.Rptr. 159].) which the lawyer participated personally and
substantially as a judge or other adjudicative officer,
[7] Paragraphs (b) and (c) do not prohibit a lawyer judicial staff attorney or law clerk to such a person* or
from receiving a salary or partnership share as an arbitrator, mediator, or other third-party
established by prior independent agreement, but that neutral, unless all parties to the proceeding give
lawyer may not receive compensation directly relating informed written consent.*
the lawyer’s compensation to the fee in the matter in
which the lawyer is personally prohibited from (b) A lawyer shall not seek employment from any
participating. person* who is involved as a party or as lawyer for a
party, or with a law firm* for a party, in a matter in
[8] Paragraphs (a) and (d) do not prohibit a lawyer which the lawyer is participating personally and
from jointly representing a private party and a substantially as a judge or other adjudicative officer or
government agency when doing so is permitted by as an arbitrator, mediator, or other third-party
rule 1.7 and is not otherwise prohibited by law. neutral. A lawyer serving as a judicial staff attorney or
law clerk to a judge or other adjudicative officer may
[9] A lawyer serving as a public official or employee seek employment from a party, or with a lawyer or a
of the government may participate in a matter in law firm* for a party, in a matter in which the staff
which the lawyer participated substantially while in attorney or clerk is participating personally and
private practice or non-governmental employment substantially, but only with the approval of the court.
only if: (i) the government agency gives its informed
written consent* as required by paragraph (d)(2)(i); (c) If a lawyer is prohibited from representation by
and (ii) the former client gives its informed written paragraph (a), other lawyers in a firm* with which
consent* as required by rule 1.9, to which the lawyer that lawyer is associated may knowingly* undertake
is subject by paragraph (d)(1). or continue representation in the matter only if:
[10] This rule is not intended to address whether in a (1) the prohibition does not arise from the
particular matter: (i) a lawyer’s conflict under lawyer’s service as a mediator or settlement
paragraph (d) will be imputed to other lawyers serving judge;
in the same governmental agency; or (ii) the use of a
timely screen* will avoid that imputation. The (2) the prohibited lawyer is timely screened*
imputation and screening* rules for lawyers moving from any participation in the matter and is
from private practice into government service under apportioned no part of the fee therefrom; and
paragraph (d) are left to be addressed by case law and

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 RULES OF PROFESSIONAL CONDUCT

(3) written* notice is promptly given to the established by prior independent agreement, but that
parties and any appropriate tribunal* to enable lawyer may not receive compensation directly related
them to ascertain compliance with the to the matter in which the lawyer is personally
provisions of this rule. prohibited from participating.

(d) An arbitrator selected as a partisan of a party in

a multimember arbitration panel is not prohibited Rule 1.13 Organization as Client
from subsequently representing that party.
(a) A lawyer employed or retained by an
Comment organization shall conform his or her representation
to the concept that the client is the organization itself,
[1] Paragraphs (a) and (b) apply when a former acting through its duly authorized directors, officers,
judge or other adjudicative officer, or a judicial staff employees, members, shareholders, or other
attorney or law clerk to such a person,* or an constituents overseeing the particular engagement.
arbitrator, mediator, or other third-party neutral, has
personally and substantially participated in the (b) If a lawyer representing an organization knows*
matter. Personal participation includes both direct that a constituent is acting, intends to act or refuses
participation and the supervision of a subordinate’s to act in a matter related to the representation in a
participation, as may occur in a chambers with several manner that the lawyer knows* or reasonably should
staff attorneys or law clerks. Substantial* participation know* is (i) a violation of a legal obligation to the
requires that the lawyer’s involvement was of organization or a violation of law reasonably*
significance to the matter. Participation may be imputable to the organization, and (ii) likely to result
substantial* even though it was not determinative of in substantial* injury to the organization, the lawyer
the outcome of a particular case or matter. A finding shall proceed as is reasonably* necessary in the best
of substantiality should be based not only on the lawful interest of the organization. Unless the lawyer
effort devoted to the matter, but also on the reasonably believes* that it is not necessary in the
importance of the effort. Personal and substantial* best lawful interest of the organization to do so, the
participation may occur when, for example, the lawyer shall refer the matter to higher authority in the
lawyer participated through decision, organization, including, if warranted by the
recommendation, or the rendering of advice on a circumstances, to the highest authority that can act
particular case or matter. However, a judge who was on behalf of the organization as determined by
a member of a multi-member court, and thereafter applicable law.
left judicial office to practice law, is not prohibited
from representing a client in a matter pending in the (c) In taking any action pursuant to paragraph (b),
court, but in which the former judge did not the lawyer shall not reveal information protected by
participate, or acquire material confidential Business and Professions Code section 6068,
information. The fact that a former judge exercised subdivision (e).
administrative responsibility in a court also does not
(d) If, despite the lawyer’s actions in accordance
prevent the former judge from acting as a lawyer in a
with paragraph (b), the highest authority that can act
matter where the judge had previously exercised
on behalf of the organization insists upon action, or
remote or incidental administrative responsibility that
fails to act, in a manner that is a violation of a legal
did not affect the merits, such as uncontested
obligation to the organization or a violation of law
procedural duties typically performed by a presiding
reasonably* imputable to the organization, and is
or supervising judge or justice. The term “adjudicative
likely to result in substantial* injury to the
officer” includes such officials as judges pro tempore,
organization, the lawyer shall continue to proceed as
referees, and special masters.
is reasonably* necessary in the best lawful interests of
[2] Other law or codes of ethics governing third- the organization. The lawyer’s response may include
party neutrals may impose more stringent standards the lawyer’s right and, where appropriate, duty to
of personal or imputed disqualification. (See rule 2.4.) resign or withdraw in accordance with rule 1.16.

[3] Paragraph (c)(2) does not prohibit the screened* (e) A lawyer who reasonably believes* that he or
lawyer from receiving a salary or partnership share she has been discharged because of the lawyer’s
actions taken pursuant to paragraph (b), or who

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 RULES OF PROFESSIONAL CONDUCT

resigns or withdraws under circumstances described organization’s highest authority, matters that the
in paragraph (d), shall proceed as the lawyer lawyer reasonably believes* are sufficiently important
reasonably believes* necessary to assure that the to refer in the best interest of the organization subject
organization’s highest authority is informed of the to Business and Professions Code section 6068,
lawyer’s discharge, resignation, or withdrawal. subdivision (e) and rule 1.6.

(f) In dealing with an organization’s constituents, a [3] Paragraph (b) distinguishes between knowledge
lawyer representing the organization shall explain the of the conduct and knowledge of the consequences of
identity of the lawyer’s client whenever the lawyer that conduct. When a lawyer knows* of the conduct,
knows* or reasonably should know* that the the lawyer’s obligations under paragraph (b) are
organization’s interests are adverse to those of the triggered when the lawyer knows* or reasonably
constituent(s) with whom the lawyer is dealing. should know* that the conduct is (i) a violation of a
legal obligation to the organization, or a violation of
(g) A lawyer representing an organization may also law reasonably* imputable to the organization, and
represent any of its constituents, subject to the (ii) likely to result in substantial* injury to the
provisions of rules 1.7, 1.8.2, 1.8.6, and 1.8.7. If the organization.
organization’s consent to the dual representation is
required by any of these rules, the consent shall be [4] In determining how to proceed under paragraph
given by an appropriate official, constituent, or body (b), the lawyer should consider the seriousness of the
of the organization other than the individual who is to violation and its potential consequences, the
be represented, or by the shareholders. responsibility in the organization and the apparent
motivation of the person* involved, the policies of the
Comment organization concerning such matters, and any other
relevant considerations. Ordinarily, referral to a
The Entity as the Client higher authority would be necessary. In some
circumstances, however, the lawyer may ask the
[1] This rule applies to all forms of private, public
constituent to reconsider the matter. For example, if
and governmental organizations. (See Comment [6].)
the circumstances involve a constituent’s innocent
An organizational client can only act through
misunderstanding of law and subsequent acceptance
individuals who are authorized to conduct its affairs.
of the lawyer’s advice, the lawyer may reasonably*
The identity of an organization’s constituents will
conclude that the best interest of the organization
depend on its form, structure, and chosen
does not require that the matter be referred to higher
terminology. For example, in the case of a
authority. If a constituent persists in conduct contrary
corporation, constituents include officers, directors,
to the lawyer’s advice, it will be necessary for the
employees and shareholders. In the case of other
lawyer to take steps to have the matter reviewed by a
organizational forms, constituents include the
higher authority in the organization. If the matter is
equivalents of officers, directors, employees, and
of sufficient seriousness and importance or urgency to
shareholders. For purposes of this rule, any agent or
the organization, referral to higher authority in the
fiduciary authorized to act on behalf of an
organization may be necessary even if the lawyer has
organization is a constituent of the organization.
not communicated with the constituent. For the
[2] A lawyer ordinarily must accept decisions an responsibility of a subordinate lawyer in representing
organization’s constituents make on behalf of the an organization, see rule 5.2.
organization, even if the lawyer questions their utility
[5] In determining how to proceed in the best lawful
or prudence. It is not within the lawyer’s province to
interests of the organization, a lawyer should consider
make decisions on behalf of the organization
the extent to which the organization should be
concerning policy and operations, including ones
informed of the circumstances, the actions taken by
entailing serious risk. A lawyer, however, has a duty
the organization with respect to the matter and the
to inform the client of significant developments
direction the lawyer has received from the
related to the representation under Business and
organizational client.
Professions Code section 6068, subdivision (m) and
rule 1.4. Even when a lawyer is not obligated to
proceed in accordance with paragraph (b), the lawyer
may refer to higher authority, including the

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 RULES OF PROFESSIONAL CONDUCT

Governmental Organizations has not been earned in the event the

representation is terminated or the services for
[6] It is beyond the scope of this rule to define which the fee has been paid are not completed;
precisely the identity of the client and the lawyer’s and
obligations when representing a governmental
agency. Although in some circumstances the client (2) if the flat fee exceeds $1,000.00, the client’s
may be a specific agency, it may also be a branch of agreement to deposit the flat fee in the lawyer’s
government or the government as a whole. In a operating account and the disclosures required
matter involving the conduct of government officials, by paragraph (b)(1) are set forth in a writing*
a government lawyer may have authority under signed by the client.
applicable law to question such conduct more
extensively than that of a lawyer for a private (c) Funds belonging to the lawyer or the law firm*
organization in similar circumstances. Duties of shall not be deposited or otherwise commingled with
lawyers employed by the government or lawyers in funds held in a trust account except:
military service may be defined by statutes and
regulations. In addition, a governmental organization (1) funds reasonably* sufficient to pay bank
may establish internal organizational rules and charges; and
procedures that identify an official, agency,
(2) funds belonging in part to a client or other
organization, or other person* to serve as the
person* and in part presently or potentially to
designated recipient of whistle-blower reports from
the lawyer or the law firm,* in which case the
the organization’s lawyers, consistent with Business
portion belonging to the lawyer or law firm*
and Professions Code section 6068, subdivision (e)
must be withdrawn at the earliest reasonable*
and rule 1.6. This rule is not intended to limit that
time after the lawyer or law firm’s interest in that
authority.
portion becomes fixed. However, if a client or
other person* disputes the lawyer or law firm’s
Rule 1.14 [Reserved] right to receive a portion of trust funds, the
disputed portion shall not be withdrawn until the
dispute is finally resolved.
Rule 1.15 Safekeeping Funds and Property of
Clients and Other Persons* (d) A lawyer shall:

(a) All funds received or held by a lawyer or law (1) absent good cause, notify a client or other
firm* for the benefit of a client, or other person* to person* no later than 14 days of the receipt of
whom the lawyer owes a contractual, statutory, or funds, securities, or other property in which the
other legal duty, including advances for fees, costs and lawyer knows* or reasonably should know* the
expenses, shall be deposited in one or more client or other person* has an interest;
identifiable bank accounts labeled “Trust Account” or
(2) identify and label securities and properties
words of similar import, maintained in the State of
of a client or other person* promptly upon
California, or, with written* consent of the client, in
receipt and place them in a safe deposit box or
any other jurisdiction where there is a substantial*
other place of safekeeping as soon as practicable;
relationship between the client or the client’s business
and the other jurisdiction. (3) maintain complete records of all funds,
securities, and other property of a client or other
(b) Notwithstanding paragraph (a), a flat fee paid in
person* coming into the possession of the lawyer
advance for legal services may be deposited in a
or law firm;*
lawyer’s or law firm’s operating account, provided:
(4) promptly account in writing* to the client
(1) the lawyer or law firm* discloses to the
or other person* for whom the lawyer holds
client in writing* (i) that the client has a right
funds or property;
under paragraph (a) to require that the flat fee
be deposited in an identified trust account until (5) preserve records of all funds and property
the fee is earned, and (ii) that the client is held by a lawyer or law firm* under this rule for a
entitled to a refund of any amount of the fee that

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 RULES OF PROFESSIONAL CONDUCT

period of no less than five years after final maintained by lawyers and law firms* in accordance
appropriate distribution of such funds or with paragraph (d)(3).
property;
(1) A lawyer shall, from the date of receipt of
(6) comply with any order for an audit of such funds of the client or other person* through the
records issued pursuant to the Rules of period ending five years from the date of
Procedure of the State Bar; and appropriate disbursement of such funds,
maintain:
(7) promptly distribute any undisputed funds
or property in the possession of the lawyer or (a) a written* ledger for each client or
law firm* that the client or other person* is other person* on whose behalf funds are
entitled to receive. held that sets forth:

(e) The Board of Trustees of the State Bar shall have (i) the name of such client or other
the authority to formulate and adopt standards as to person;*
what “records” shall be maintained by lawyers and law
firms* in accordance with subparagraph (d)(3). The (ii) the date, amount and source of
standards formulated and adopted by the Board, as all funds received on behalf of such
from time to time amended, shall be effective and client or other person;*
binding on all lawyers.
(iii) the date, amount, payee and
(f) For purposes of determining a lawyer’s purpose of each disbursement made
compliance with paragraph (d)(7), unless the lawyer, on behalf of such client or other
and the client or other person* agree in writing that person;* and
the funds or property will continue to be held by the
lawyer, there shall be a rebuttable presumption (iv) the current balance for such
affecting the burden of proof as defined in Evidence client or other person;*
Code sections 605 and 606 that a violation of
(b) a written* journal for each bank
paragraph (d)(7) has occurred if the lawyer, absent
account that sets forth:
good cause, fails to distribute undisputed funds or
property within 45-days of the date when the funds (i) the name of such account;
become undisputed as defined by paragraph (g). This
presumption may be rebutted by proof by a (ii) the date, amount and client
preponderance of evidence that there was good cause affected by each debit and credit; and
for not distributing funds within 45 days of the date
when the funds or property became undisputed as (iii) the current balance in such
defined in paragraph (g). account;

(g) As used in this rule, “undisputed funds or (c) all bank statements and cancelled
property” refers to funds or property, or a portion of checks for each bank account; and
any such funds or property, in the possession of a
lawyer or law firm* where the lawyer knows* or (d) each monthly reconciliation
reasonably should know* that the ownership interest (balancing) of (a), (b), and (c).
of the client or other person* in the funds or property,
(2) A lawyer shall, from the date of receipt of
or any portion thereof, has become fixed and there are
all securities and other properties held for the
no unresolved disputes as to the client’s or other
benefit of client or other person* through the
person’s* entitlement to receive the funds or
period ending five years from the date of
property.
appropriate disbursement of such securities and
Standards: other properties, maintain a written* journal that
specifies:
Pursuant to this rule, the Board of Trustees of the
State Bar adopted the following standards, effective (a) each item of security and property
November 1, 2018, as to what “records” shall be held;

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 RULES OF PROFESSIONAL CONDUCT

(b) the person* on whose behalf the fee paid in advance of legal services in the lawyer’s
security or property is held; trust account. Paragraph (b) does not apply to advance
payment for costs and expenses. Paragraph (b) does
(c) the date of receipt of the security or not alter the lawyer’s obligations under paragraph (d)
property; or the lawyer’s burden to establish that the fee has
been earned.
(d) the date of distribution of the security
or property; and [4] Subparagraph (d)(7) is not intended to apply to a
fee or expense the client has agreed to pay in advance,
(e) person* to whom the security or or the client file, or any other property that the client
property was distributed. or other person* has agreed in writing that the lawyer
will keep or maintain. Regarding a lawyer’s refund of a
Comment
fee or expense paid in advance, see rule 1.16(e)(2).
[1] Whether a lawyer owes a contractual, statutory Regarding the release of a client’s file to the client, see
or other legal duty under paragraph (a) to hold funds rule 1.16(e)(1).
on behalf of a person* other than a client in situations
[5] Upon rebuttal by proof by a preponderance of
where client funds are subject to a third-party lien will
the evidence of the presumption set forth in
depend on the relationship between the lawyer and
paragraph (f), a violation of paragraph (d)(7) must be
the third-party, whether the lawyer has assumed a
established by clear and convincing evidence without
contractual obligation to the third person* and
the benefit of the rebuttable presumption.
whether the lawyer has an independent obligation to
honor the lien under a statute or other law. In certain [6] Whether or not the rebuttable presumption in
circumstances, a lawyer may be civilly liable when the paragraph (f) applies, a lawyer must still comply will all
lawyer has notice of a lien and disburses funds in other applicable provisions of this rule. This includes a
contravention of the lien. (See Kaiser Foundation lawyer’s duty to take diligent steps to initiate and
Health Plan, Inc. v. Aguiluz (1996) 47 Cal.App.4th 302 complete the resolution of disputes concerning a
[54 Cal.Rptr.2d 665].) However, civil liability by itself client’s or other person’s* entitlement to funds or
does not establish a violation of this rule. (Compare property received by a lawyer.
Johnstone v. State Bar of California (1966) 64 Cal.2d
153, 155-156 [49 Cal.Rptr. 97] [“‘When an attorney [7] Under paragraph (g), possible disputes requiring
assumes a fiduciary relationship and violates his duty resolution may include, but are not limited to, disputes
in a manner that would justify disciplinary action if the concerning entitlement to funds arising from: medical
relationship had been that of attorney and client, he liens; statutory liens; prior attorney liens; costs or
may properly be disciplined for his misconduct.’”] with expenses; attorney fees; a bank’s policies and fees for
Crooks v. State Bar (1970) 3 Cal.3d 346, 358 [90 clearing a check or draft; any applicable conditions on
Cal.Rptr. 600] [lawyer who agrees to act as escrow or entitlement such as a plaintiff’s execution of a release
stakeholder for a client and a third-party owes a duty and dismissal; or any legal proceeding, such as an
to the nonclient with regard to held funds].) interpleader action, concerning the entitlement of any
person to receive all or a portion of the funds or
[2] As used in this rule, “advances for fees” means a property.
payment intended by the client as an advance
payment for some or all of the services that the lawyer [Publisher’s Note: Rule 1.15 was amended by order
is expected to perform on the client’s behalf. With of the Supreme Court, effective January 1, 2023.]
respect to the difference between a true retainer and
a flat fee, which is one type of advance fee, see rule
1.5(d) and (e). Subject to rule 1.5, a lawyer or law Rule 1.16 Declining or Terminating
firm* may enter into an agreement that defines when Representation
or how an advance fee is earned and may be
withdrawn from the client trust account. (a) Except as stated in paragraph (c), a lawyer shall
not represent a client or, where representation has
[3] Absent written* disclosure and the client’s commenced, shall withdraw from the representation
agreement in a writing* signed by the client as of a client if:
provided in paragraph (b), a lawyer must deposit a flat

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 RULES OF PROFESSIONAL CONDUCT

(1) the lawyer knows* or reasonably should (8) the lawyer’s mental or physical condition
know* that the client is bringing an action, renders it difficult for the lawyer to carry out the
conducting a defense, asserting a position in representation effectively;
litigation, or taking an appeal, without probable
cause and for the purpose of harassing or (9) a continuation of the representation is
maliciously injuring any person;* likely to result in a violation of these rules or the
State Bar Act; or
(2) the lawyer knows* or reasonably should
know* that the representation will result in (10) the lawyer believes* in good faith, in a
violation of these rules or of the State Bar Act; proceeding pending before a tribunal,* that the
tribunal* will find the existence of other good
(3) the lawyer’s mental or physical condition cause for withdrawal.
renders it unreasonably difficult to carry out the
representation effectively; or (c) If permission for termination of a representation
is required by the rules of a tribunal,* a lawyer shall
(4) the client discharges the lawyer. not terminate a representation before that tribunal*
without its permission.
(b) Except as stated in paragraph (c), a lawyer may
withdraw from representing a client if: (d) A lawyer shall not terminate a representation
until the lawyer has taken reasonable* steps to avoid
(1) the client insists upon presenting a claim or reasonably* foreseeable prejudice to the rights of the
defense in litigation, or asserting a position or client, such as giving the client sufficient notice to
making a demand in a non-litigation matter, that permit the client to retain other counsel, and
is not warranted under existing law and cannot complying with paragraph (e).
be supported by good faith argument for an
extension, modification, or reversal of existing (e) Upon the termination of a representation for
law; any reason:

(2) the client either seeks to pursue a criminal (1) subject to any applicable protective order,
or fraudulent* course of conduct or has used the non-disclosure agreement, statute or regulation,
lawyer’s services to advance a course of conduct the lawyer promptly shall release to the client, at
that the lawyer reasonably believes* was a the request of the client, all client materials and
crime or fraud;* property. “Client materials and property”
includes correspondence, pleadings, deposition
(3) the client insists that the lawyer pursue a transcripts, experts’ reports and other writings,*
course of conduct that is criminal or fraudulent;* exhibits, and physical evidence, whether in
tangible, electronic or other form, and other
(4) the client by other conduct renders it items reasonably* necessary to the client’s
unreasonably difficult for the lawyer to carry out representation, whether the client has paid for
the representation effectively; them or not; and
(5) the client breaches a material term of an (2) the lawyer promptly shall refund any part
agreement with, or obligation, to the lawyer of a fee or expense paid in advance that the
relating to the representation, and the lawyer lawyer has not earned or incurred. This
has given the client a reasonable* warning after provision is not applicable to a true retainer fee
the breach that the lawyer will withdraw unless paid solely for the purpose of ensuring the
the client fulfills the agreement or performs the availability of the lawyer for the matter.
obligation;
Comment
(6) the client knowingly* and freely assents to
termination of the representation; [1] This rule applies, without limitation, to a sale of
a law practice under rule 1.17. A lawyer can be
(7) the inability to work with co-counsel subject to discipline for improperly threatening to
indicates that the best interests of the client terminate a representation. (See In the Matter of
likely will be served by withdrawal;

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 RULES OF PROFESSIONAL CONDUCT

Shalant (Review Dept. 2005) 4 Cal. State Bar Ct. Rptr. Rule 1.17 Sale of a Law Practice
829, 837.)
All or substantially* all of the law practice of a lawyer,
[2] When a lawyer withdraws from the living or deceased, including goodwill, may be sold to
representation of a client in a particular matter under another lawyer or law firm* subject to all the
paragraph (a) or (b), the lawyer might not be following conditions:
obligated to withdraw from the representation of the
same client in other matters. For example, a lawyer (a) Fees charged to clients shall not be increased
might be obligated under paragraph (a)(1) to solely by reason of the sale.
withdraw from representing a client because the
lawyer has a conflict of interest under rule 1.7, but (b) If the sale contemplates the transfer of
that conflict might not arise in other representations responsibility for work not yet completed or
of the client. responsibility for client files or information protected
by Business and Professions Code section 6068,
[3] Withdrawal under paragraph (a)(1) is not subdivision (e)(1), then;
mandated where a lawyer for the defendant in a
criminal proceeding, or the respondent in a (1) if the seller is deceased, or has a
proceeding that could result in incarceration, or conservator or other person* acting in a
involuntary commitment or confinement, defends the representative capacity, and no lawyer has been
proceeding by requiring that every element of the appointed to act for the seller pursuant to
case be established. (See rule 3.1(b).) Business and Professions Code section 6180.5,
then prior to the transfer;
[4] Lawyers must comply with their obligations to
their clients under Business and Professions Code (i) the purchaser shall cause a written*
section 6068, subdivision (e) and rule 1.6, and to the notice to be given to each client whose
courts under rule 3.3 when seeking permission to matter is included in the sale, stating that
withdraw under paragraph (c). If a tribunal* denies a the interest in the law practice is being
lawyer permission to withdraw, the lawyer is transferred to the purchaser; that the
obligated to comply with the tribunal’s* order. (See client has the right to retain other counsel;
Bus. & Prof. Code, §§ 6068, subd. (b) and 6103.) This that the client may take possession of any
duty applies even if the lawyer sought permission to client materials and property, as required
withdraw because of a conflict of interest. Regarding by rule 1.16(e)(1); and that if no response
withdrawal from limited scope representations that is received to the notice within 90 days
involve court appearances, compliance with after it is sent, or if the client’s rights would
applicable California Rules of Court concerning limited be prejudiced by a failure of the purchaser
scope representation satisfies paragraph (c). to act during that time, the purchaser may
act on behalf of the client until otherwise
[5] Statutes may prohibit a lawyer from releasing notified by the client, and
information in the client materials and property under
certain circumstances. (See, e.g., Pen. Code, §§ 1054.2 (ii) the purchaser shall obtain the
and 1054.10.) A lawyer in certain criminal matters written* consent of the client. If
may be required to retain a copy of a former client’s reasonable* efforts have been made to
file for the term of his or her imprisonment. (See, Pen. locate the client and no response to the
Code, § 1054.9.) paragraph (b)(1)(i) notice is received within
90 days, consent shall be presumed until
[6] Paragraph (e)(1) does not prohibit a lawyer from otherwise notified by the client.
making, at the lawyer’s own expense, and retaining
copies of papers released to the client, or to prohibit a (2) in all other circumstances, not less than 90
claim for the recovery of the lawyer’s expense in any days prior to the transfer;
subsequent legal proceeding.
(i) the seller, or the lawyer appointed to
[Publisher’s Note: Comment [5] was amended by act for the seller pursuant to Business and
order of the Supreme Court, effective June 1, 2020.] Professions Code section 6180.5, shall
cause a written* notice to be given to each

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 RULES OF PROFESSIONAL CONDUCT

client whose matter is included in the sale, undertake all client matters sold in the transaction,
stating that the interest in the law practice subject to client consent. This requirement is
is being transferred to the purchaser; that satisfied, however, even if a purchaser is unable to
the client has the right to retain other undertake a particular client matter because of a
counsel; that the client may take conflict of interest.
possession of any client materials and
property, as required by rule 1.16(e)(1); [2] Under paragraph (a), the purchaser must honor
and that if no response is received to the existing arrangements between the seller and the
notice within 90 days after it is sent, or if client as to fees and scope of work and the sale may
the client’s rights would be prejudiced by a not be financed by increasing fees charged for client
failure of the purchaser to act during that matters transferred through the sale. However, fee
time, the purchaser may act on behalf of increases or other changes to the fee arrangements
the client until otherwise notified by the might be justified by other factors, such as
client, and modifications of the purchaser’s responsibilities, the
passage of time, or reasonable* costs that were not
(ii) the seller, or the lawyer appointed to addressed in the original agreement. Any such
act for the seller pursuant to Business and modifications must comply with rules 1.4 and 1.5 and
Professions Code section 6180.5, shall other relevant provisions of these rules and the State
obtain the written* consent of the client Bar Act.
prior to the transfer. If reasonable* efforts
have been made to locate the client and no [3] Transfer of individual client matters, where
response to the paragraph (b)(2)(i) notice is permitted, is governed by rule 1.5.1. Payment of a fee
received within 90 days, consent shall be to a nonlawyer broker for arranging the sale or
presumed until otherwise notified by the purchase of a law practice is governed by rule 5.4(a).
client.

(c) If substitution is required by the rules of a Rule 1.18 Duties to Prospective Client
tribunal* in which a matter is pending, all steps
(a) A person* who, directly or through an authorized
necessary to substitute a lawyer shall be taken.
representative, consults a lawyer for the purpose of
(d) The purchaser shall comply with the applicable retaining the lawyer or securing legal service or advice
requirements of rules 1.7 and 1.9. from the lawyer in the lawyer’s professional capacity,
is a prospective client.
(e) Confidential information shall not be disclosed
to a nonlawyer in connection with a sale under this (b) Even when no lawyer-client relationship ensues,
rule. a lawyer who has communicated with a prospective
client shall not use or reveal information protected by
(f) This rule does not apply to the admission to or Business and Professions Code section 6068,
retirement from a law firm,* retirement plans and subdivision (e) and rule 1.6 that the lawyer learned as
similar arrangements, or sale of tangible assets of a a result of the consultation, except as rule 1.9 would
law practice. permit with respect to information of a former client.

Comment (c) A lawyer subject to paragraph (b) shall not

represent a client with interests materially adverse to
[1] The requirement that the sale be of “all or those of a prospective client in the same or a
substantially* all of the law practice of a lawyer” substantially related matter if the lawyer received
prohibits the sale of only a field or area of practice or from the prospective client information protected by
the seller’s practice in a geographical area or in a Business and Professions Code section 6068,
particular jurisdiction. The prohibition against the subdivision (e) and rule 1.6 that is material to the
sale of less than all or substantially* all of a practice matter, except as provided in paragraph (d). If a
protects those clients whose matters are less lucrative lawyer is prohibited from representation under this
and who might find it difficult to secure other counsel paragraph, no lawyer in a firm* with which that lawyer
if a sale could be limited to substantial* fee- is associated may knowingly* undertake or continue
generating matters. The purchasers are required to

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 RULES OF PROFESSIONAL CONDUCT

representation in such a matter, except as provided in unwillingness or inability to consult with the person*
paragraph (d). (People v. Gionis (1995) 9 Cal.4th 1196 [40 Cal.Rptr.2d
456]), or who communicates information to a lawyer
(d) When the lawyer has received information that without a good faith intention to seek legal advice or
prohibits representation as provided in paragraph (c), representation, is not a prospective client within the
representation of the affected client is permissible if: meaning of paragraph (a).

(1) both the affected client and the prospective [3] In order to avoid acquiring information from a
client have given informed written consent,* or prospective client that would prohibit representation
as provided in paragraph (c), a lawyer considering
(2) the lawyer who received the information whether or not to undertake a new matter must limit
took reasonable* measures to avoid exposure to the initial interview to only such information as
more information than was reasonably* reasonably* appears necessary for that purpose.
necessary to determine whether to represent the
prospective client; and [4] Under paragraph (c), the prohibition in this rule is
imputed to other lawyers in a law firm* as provided in
(i) the prohibited lawyer is timely rule 1.10. However, under paragraph (d)(1), the
screened* from any participation in the consequences of imputation may be avoided if the
matter and is apportioned no part of the informed written consent* of both the prospective
fee therefrom; and and affected clients is obtained. (See rule 1.0.1(e-1)
[informed written consent].) In the alternative,
(ii) written* notice is promptly given to
imputation may be avoided if the conditions of
the prospective client to enable the
paragraph (d)(2) are met and all prohibited lawyers are
prospective client to ascertain compliance
timely screened* and written* notice is promptly
with the provisions of this rule.
given to the prospective client. Paragraph (d)(2)(i) does
Comment not prohibit the screened* lawyer from receiving a
salary or partnership share established by prior
[1] As used in this rule, a prospective client includes independent agreement, but that lawyer may not
a person’s* authorized representative. A lawyer’s receive compensation directly related to the matter in
discussions with a prospective client can be limited in which the lawyer is prohibited.
time and depth and leave both the prospective client
and the lawyer free, and sometimes required, to [5] Notice under paragraph (d)(2)(ii) must include a
proceed no further. Although a prospective client’s general description of the subject matter about which
information is protected by Business and Professions the lawyer was consulted, and the screening*
Code section 6068, subdivision (e) and rule 1.6 the procedures employed.
same as that of a client, in limited circumstances
provided under paragraph (d), a law firm* is permitted
to accept or continue representation of a client with
CHAPTER 2. COUNSELOR
interests adverse to the prospective client. This rule is
not intended to limit the application of Evidence Code
section 951 (defining “client” within the meaning of Rule 2.1 Advisor
the Evidence Code).
In representing a client, a lawyer shall exercise
[2] Not all persons* who communicate information independent professional judgment and render
to a lawyer are entitled to protection under this rule. candid advice.
A person* who by any means communicates
Comment
information unilaterally to a lawyer, without
reasonable* expectation that the lawyer is willing to [1] A lawyer ordinarily has no duty to initiate
discuss the possibility of forming a lawyer-client investigation of a client’s affairs or to give advice that
relationship or provide legal advice is not a the client has indicated is unwanted, but a lawyer may
“prospective client” within the meaning of paragraph initiate advice to a client when doing so appears to be
(a). In addition, a person* who discloses information in the client’s interest.
to a lawyer after the lawyer has stated his or her

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 RULES OF PROFESSIONAL CONDUCT

[2] This rule does not preclude a lawyer who [3] This rule is not intended to apply to temporary
renders advice from referring to considerations other judges, referees or court-appointed arbitrators. (See
than the law, such as moral, economic, social and rule 2.4.1.)
political factors that may be relevant to the client’s
situation.
Rule 2.4.1 Lawyer as Temporary Judge,
Referee, or Court-Appointed Arbitrator
Rule 2.2 [Reserved]
A lawyer who is serving as a temporary judge, referee,
or court-appointed arbitrator, and is subject to canon
Rule 2.3 [Reserved] 6D of the California Code of Judicial Ethics, shall
comply with the terms of that canon.
Rule 2.4 Lawyer as Third-Party Neutral Comment
(a) A lawyer serves as a third-party neutral when [1] This rule is intended to permit the State Bar to
the lawyer assists two or more persons* who are not discipline lawyers who violate applicable portions of
clients of the lawyer to reach a resolution of a dispute, the California Code of Judicial Ethics while acting in a
or other matter, that has arisen between them. judicial capacity pursuant to an order or appointment
Service as a third-party neutral may include service as by a court.
an arbitrator, a mediator or in such other capacity as
will enable the lawyer to assist the parties to resolve [2] This rule is not intended to apply to a lawyer
the matter. serving as a third-party neutral in a mediation or a
settlement conference, or as a neutral arbitrator
(b) A lawyer serving as a third-party neutral shall pursuant to an arbitration agreement. (See rule 2.4.)
inform unrepresented parties that the lawyer is not
representing them. When the lawyer knows* or
reasonably should know* that a party does not
understand the lawyer’s role in the matter, the lawyer CHAPTER 3. ADVOCATE
shall explain the difference between the lawyer’s role
as a third-party neutral and a lawyer’s role as one who
Rule 3.1 Meritorious Claims and Contentions
represents a client.
(a) A lawyer shall not:
Comment
(1) bring or continue an action, conduct a
[1] In serving as a third-party neutral, the lawyer
defense, assert a position in litigation, or take an
may be subject to court rules or other law that apply
appeal, without probable cause and for the
either to third-party neutrals generally or to lawyers
purpose of harassing or maliciously injuring any
serving as third-party neutrals. Lawyer neutrals may
person;* or
also be subject to various codes of ethics, such as the
Judicial Council Standards for Mediators in Court (2) present a claim or defense in litigation that
Connected Mediation Programs or the Judicial Council is not warranted under existing law, unless it can
Ethics Standards for Neutral Arbitrators in Contractual be supported by a good faith argument for an
Arbitration. extension, modification, or reversal of the
existing law.
[2] A lawyer who serves as a third-party neutral
subsequently may be asked to serve as a lawyer (b) A lawyer for the defendant in a criminal
representing a client in the same matter. The proceeding, or the respondent in a proceeding that
conflicts of interest that arise for both the individual could result in incarceration, or involuntary
lawyer and the lawyer’s law firm* are addressed in commitment or confinement, may nevertheless
rule 1.12. defend the proceeding by requiring that every
element of the case be established.

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 RULES OF PROFESSIONAL CONDUCT

Rule 3.2 Delay of Litigation Professions Code section 6068, subdivision (e) and
rule 1.6.
In representing a client, a lawyer shall not use means
that have no substantial* purpose other than to delay (c) The duties stated in paragraphs (a) and (b)
or prolong the proceeding or to cause needless continue to the conclusion of the proceeding.
expense.
(d) In an ex parte proceeding where notice to the
Comment opposing party in the proceeding is not required or
given and the opposing party is not present, a lawyer
See rule 1.3 with respect to a lawyer’s duty to act with shall inform the tribunal* of all material facts
reasonable* diligence and rule 3.1(b) with respect to a known* to the lawyer that will enable the tribunal*
lawyer’s representation of a defendant in a criminal to make an informed decision, whether or not the
proceeding. See also Business and Professions Code facts are adverse to the position of the client.
section 6128, subdivision (b).
Comment

Rule 3.3 Candor Toward the Tribunal* [1] This rule governs the conduct of a lawyer in
proceedings of a tribunal,* including ancillary
(a) A lawyer shall not: proceedings such as a deposition conducted
pursuant to a tribunal’s* authority. See rule
(1) knowingly* make a false statement of fact 1.0.1(m) for the definition of “tribunal.”
or law to a tribunal* or fail to correct a false
statement of material fact or law previously [2] The prohibition in paragraph (a)(1) against
made to the tribunal* by the lawyer; making false statements of law or failing to correct a
material misstatement of law includes citing as
(2) fail to disclose to the tribunal* legal authority a decision that has been overruled or a
authority in the controlling jurisdiction known* statute that has been repealed or declared
to the lawyer to be directly adverse to the unconstitutional, or failing to correct such a citation
position of the client and not disclosed by previously made to the tribunal* by the lawyer.
opposing counsel, or knowingly* misquote to a
tribunal* the language of a book, statute, Legal Argument
decision or other authority; or
[3] Legal authority in the controlling jurisdiction
(3) offer evidence that the lawyer knows* to may include legal authority outside the jurisdiction
be false. If a lawyer, the lawyer’s client, or a in which the tribunal* sits, such as a federal statute
witness called by the lawyer, has offered or case that is determinative of an issue in a state
material evidence, and the lawyer comes to court proceeding or a Supreme Court decision that is
know* of its falsity, the lawyer shall take binding on a lower court.
reasonable* remedial measures, including, if
necessary, disclosure to the tribunal,* unless [4] The duties stated in paragraphs (a) and (b)
disclosure is prohibited by Business and apply to all lawyers, including defense counsel in
Professions Code section 6068, subdivision (e) criminal cases. If a lawyer knows* that a client
and rule 1.6. A lawyer may refuse to offer intends to testify falsely or wants the lawyer to
evidence, other than the testimony of a introduce false evidence, the lawyer should seek to
defendant in a criminal matter, that the lawyer persuade the client that the evidence should not be
reasonably believes* is false. offered and, if unsuccessful, must refuse to offer the
false evidence. If a criminal defendant insists on
(b) A lawyer who represents a client in a testifying, and the lawyer knows* that the testimony
proceeding before a tribunal* and who knows* that will be false, the lawyer may offer the testimony in a
a person* intends to engage, is engaging or has narrative form if the lawyer made reasonable*
engaged in criminal or fraudulent* conduct related efforts to dissuade the client from the unlawful
to the proceeding shall take reasonable* remedial course of conduct and the lawyer has sought
measures to the extent permitted by Business and permission from the court to withdraw as required
by rule 1.16. (See, e.g., People v. Johnson (1998) 62

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 RULES OF PROFESSIONAL CONDUCT

Cal.App.4th 608 [72 Cal.Rptr.2d 805]; People v. that the lawyer can no longer competently and
Jennings (1999) 70 Cal.App.4th 899 [83 Cal.Rptr.2d diligently represent the client, or where continued
33].) The obligations of a lawyer under these rules employment will result in a violation of these rules.
and the State Bar Act are subordinate to applicable A lawyer must comply with Business and Professions
constitutional provisions. Code section 6068, subdivision (e) and rule 1.6 with
respect to a request to withdraw that is premised on
Remedial Measures a client’s misconduct.

[5] Reasonable* remedial measures under [9] In addition to this rule, lawyers remain bound
paragraphs (a)(3) and (b) refer to measures that are by Business and Professions Code sections 6068,
available under these rules and the State Bar Act, subdivision (d) and 6106.
and which a reasonable* lawyer would consider
appropriate under the circumstances to comply with
the lawyer’s duty of candor to the tribunal.* (See, Rule 3.4 Fairness to Opposing Party and
e.g., rules 1.2.1, 1.4(a)(4), 1.16(a), 8.4; Bus. & Prof. Counsel
Code, §§ 6068, subd. (d), 6128.) Remedial measures
also include explaining to the client the lawyer’s A lawyer shall not:
obligations under this rule and, where applicable,
the reasons for the lawyer’s decision to seek (a) unlawfully obstruct another party’s access to
permission from the tribunal* to withdraw, and evidence, including a witness, or unlawfully alter,
remonstrating further with the client to take destroy or conceal a document or other material
corrective action that would eliminate the need for having potential evidentiary value. A lawyer shall not
the lawyer to withdraw. If the client is an counsel or assist another person* to do any such act;
organization, the lawyer should also consider the
(b) suppress any evidence that the lawyer or the
provisions of rule 1.13. Remedial measures do not
lawyer’s client has a legal obligation to reveal or to
include disclosure of client confidential information,
produce;
which the lawyer is required to protect under
Business and Professions Code section 6068, (c) falsify evidence, counsel or assist a witness to
subdivision (e) and rule 1.6. testify falsely, or offer an inducement to a witness
that is prohibited by law;
Duration of Obligation
(d) directly or indirectly pay, offer to pay, or
[6] A proceeding has concluded within the
acquiesce in the payment of compensation to a
meaning of this rule when a final judgment in the
witness contingent upon the content of the witness’s
proceeding has been affirmed on appeal or the time
testimony or the outcome of the case. Except where
for review has passed. A prosecutor may have
prohibited by law, a lawyer may advance, guarantee,
obligations that go beyond the scope of this rule.
or acquiesce in the payment of:
(See, e.g., rule 3.8(f) and (g).)
(1) expenses reasonably* incurred by a
Ex Parte Communications
witness in attending or testifying;
[7] Paragraph (d) does not apply to ex parte
(2) reasonable* compensation to a witness for
communications that are not otherwise prohibited
loss of time in attending or testifying; or
by law or the tribunal.*
(3) a reasonable* fee for the professional
Withdrawal
services of an expert witness;
[8] A lawyer’s compliance with the duty of candor
(e) advise or directly or indirectly cause a person* to
imposed by this rule does not require that the
secrete himself or herself or to leave the jurisdiction
lawyer withdraw from the representation. The
of a tribunal* for the purpose of making that person*
lawyer may, however, be required by rule 1.16 to
unavailable as a witness therein;
seek permission of the tribunal* to withdraw if the
lawyer’s compliance with this rule results in a
deterioration of the lawyer-client relationship such

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 RULES OF PROFESSIONAL CONDUCT

(f) knowingly* disobey an obligation under the argue to a judge or judicial officer upon the merits of
rules of a tribunal* except for an open refusal based a contested matter pending before the judge or
on an assertion that no valid obligation exists; or judicial officer, except:

(g) in trial, assert personal knowledge of facts in (1) in open court;

issue except when testifying as a witness, or state a
personal opinion as to the guilt or innocence of an (2) with the consent of all other counsel and
accused. any unrepresented parties in the matter;

Comment (3) in the presence of all other counsel and

any unrepresented parties in the matter;
[1] Paragraph (a) applies to evidentiary material
generally, including computerized information. It is a (4) in writing* with a copy thereof furnished to
criminal offense to destroy material for purpose of all other counsel and any unrepresented parties
impairing its availability in a pending proceeding or in the matter; or
one whose commencement can be foreseen. (See,
e.g., Pen. Code, § 135; 18 U.S.C. §§ 1501-1520.) (5) in ex parte matters.
Falsifying evidence is also generally a criminal offense.
(c) As used in this rule, “judge” and “judicial officer”
(See, e.g., Pen. Code, § 132; 18 U.S.C. § 1519.)
shall also include: (i) administrative law judges; (ii)
Applicable law may permit a lawyer to take temporary
neutral arbitrators; (iii) State Bar Court judges; (iv)
possession of physical evidence of client crimes for
members of an administrative body acting in an
the purpose of conducting a limited examination that
adjudicative capacity; and (v) law clerks, research
will not alter or destroy material characteristics of the
attorneys, or other court personnel who participate in
evidence. Applicable law may require a lawyer to turn
the decision-making process, including referees,
evidence over to the police or other prosecuting
special masters, or other persons* to whom a court
authorities, depending on the circumstances. (See
refers one or more issues and whose decision or
People v. Lee (1970) 3 Cal.App.3d 514, 526 [83
recommendation can be binding on the parties if
Cal.Rptr. 715]; People v. Meredith (1981) 29 Cal.3d
approved by the court.
682 [175 Cal.Rptr. 612].)
(d) A lawyer connected with a case shall not
[2] A violation of a civil or criminal discovery rule or
communicate directly or indirectly with anyone the
statute does not by itself establish a violation of this
lawyer knows* to be a member of the venire from
rule. See rule 3.8 for special disclosure responsibilities
which the jury will be selected for trial of that case.
of a prosecutor.
(e) During trial, a lawyer connected with the case
shall not communicate directly or indirectly with any
Rule 3.5 Contact with Judges, Officials,
juror.
Employees, and Jurors
(f) During trial, a lawyer who is not connected with
(a) Except as permitted by statute, an applicable
the case shall not communicate directly or indirectly
code of judicial ethics or code of judicial conduct, or
concerning the case with anyone the lawyer knows* is
standards governing employees of a tribunal,* a
a juror in the case.
lawyer shall not directly or indirectly give or lend
anything of value to a judge, official, or employee of a (g) After discharge of the jury from further
tribunal.* This rule does not prohibit a lawyer from consideration of a case a lawyer shall not
contributing to the campaign fund of a judge or communicate directly or indirectly with a juror if:
judicial officer running for election or confirmation
pursuant to applicable law pertaining to such (1) the communication is prohibited by law or
contributions. court order;

(b) Unless permitted to do so by law, an applicable (2) the juror has made known* to the lawyer a
code of judicial ethics or code of judicial conduct, a desire not to communicate; or
rule or ruling of a tribunal,* or a court order, a lawyer
shall not directly or indirectly communicate with or

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 RULES OF PROFESSIONAL CONDUCT

(3) the communication involves [3] It is improper for a lawyer to communicate with
misrepresentation, coercion, or duress, or is a juror who has been removed, discharged, or
intended to harass or embarrass the juror or to excused from an empaneled jury, regardless of
influence the juror’s actions in future jury whether notice is given to other counsel, until such
service. time as the entire jury has been discharged from
further service or unless the communication is part of
(h) A lawyer shall not directly or indirectly conduct the official proceedings of the case.
an out of court investigation of a person* who is
either a member of a venire or a juror in a manner
likely to influence the state of mind of such person* in Rule 3.6 Trial Publicity
connection with present or future jury service.
(a) A lawyer who is participating or has participated
(i) All restrictions imposed by this rule also apply to in the investigation or litigation of a matter shall not
communications with, or investigations of, members make an extrajudicial statement that the lawyer
of the family of a person* who is either a member of a knows* or reasonably should know* will (i) be
venire or a juror. disseminated by means of public communication and
(ii) have a substantial* likelihood of materially
(j) A lawyer shall reveal promptly to the court prejudicing an adjudicative proceeding in the matter.
improper conduct by a person* who is either a
member of a venire or a juror, or by another toward a (b) Notwithstanding paragraph (a), but only to the
person* who is either a member of a venire or a juror extent permitted by Business and Professions Code
or a member of his or her family, of which the lawyer section 6068, subdivision (e) and rule 1.6, lawyer may
has knowledge. state:

(k) This rule does not prohibit a lawyer from (1) the claim, offense or defense involved and,
communicating with persons* who are members of a except when prohibited by law, the identity of
venire or jurors as a part of the official proceedings. the persons* involved;

(l) For purposes of this rule, “juror” means any (2) information contained in a public record;
empaneled, discharged, or excused juror.
(3) that an investigation of a matter is in
Comment progress;

[1] An applicable code of judicial ethics or code of (4) the scheduling or result of any step in
judicial conduct under this rule includes the California litigation;
Code of Judicial Ethics and the Code of Conduct for
United States Judges. Regarding employees of a (5) a request for assistance in obtaining
tribunal* not subject to judicial ethics or conduct evidence and information necessary thereto;
codes, applicable standards include the Code of Ethics
(6) a warning of danger concerning the
for the Court Employees of California and 5 United
behavior of a person* involved, when there is
States Code section 7353 (Gifts to Federal employees).
reason to believe* that there exists the
The statutes applicable to adjudicatory proceedings of
likelihood of substantial* harm to an individual
state agencies generally are contained in the
or to the public but only to the extent that
Administrative Procedure Act (Gov. Code, § 11340 et
dissemination by public communication is
seq.; see Gov. Code, § 11370 [listing statutes with the
reasonably* necessary to protect the individual
act].) State and local agencies also may adopt their
or the public; and
own regulations and rules governing communications
with members or employees of a tribunal.* (7) in a criminal case, in addition to
subparagraphs (1) through (6):
[2] For guidance on permissible communications
with a juror in a criminal action after discharge of the (i) the identity, general area of
jury, see Code of Civil Procedure section 206. residence, and occupation of the accused;

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 RULES OF PROFESSIONAL CONDUCT

(ii) if the accused has not been Rule 3.7 Lawyer as Witness
apprehended, the information necessary to
aid in apprehension of that person;* (a) A lawyer shall not act as an advocate in a trial
in which the lawyer is likely to be a witness unless:
(iii) the fact, time, and place of arrest;
and (1) the lawyer’s testimony relates to an
uncontested issue or matter;
(iv) the identity of investigating and
arresting officers or agencies and the (2) the lawyer’s testimony relates to the
length of the investigation. nature and value of legal services rendered in
the case; or
(c) Notwithstanding paragraph (a), a lawyer may
make a statement that a reasonable* lawyer would (3) the lawyer has obtained informed written
believe* is required to protect a client from the consent* from the client. If the lawyer
substantial* undue prejudicial effect of recent represents the People or a governmental
publicity not initiated by the lawyer or the lawyer’s entity, the consent shall be obtained from the
client. A statement made pursuant to this paragraph head of the office or a designee of the head of
shall be limited to such information as is necessary to the office by which the lawyer is employed.
mitigate the recent adverse publicity.
(b) A lawyer may act as advocate in a trial in which
(d) No lawyer associated in a law firm* or another lawyer in the lawyer’s firm* is likely to be
government agency with a lawyer subject to called as a witness unless precluded from doing so
paragraph (a) shall make a statement prohibited by by rule 1.7 or rule 1.9.
paragraph (a).
Comment
Comment
[1] This rule applies to a trial before a jury, judge,
[1] Whether an extrajudicial statement violates this administrative law judge or arbitrator. This rule does
rule depends on many factors, including: (i) whether not apply to other adversarial proceedings. This rule
the extrajudicial statement presents information also does not apply in non-adversarial proceedings,
clearly inadmissible as evidence in the matter for the as where a lawyer testifies on behalf of a client in a
purpose of proving or disproving a material fact in hearing before a legislative body.
issue; (ii) whether the extrajudicial statement
presents information the lawyer knows* is false, [2] A lawyer’s obligation to obtain informed written
deceptive, or the use of which would violate Business consent* may be satisfied when the lawyer makes the
and Professions Code section 6068, subdivision (d) or required disclosure, and the client gives informed
rule 3.3; (iii) whether the extrajudicial statement consent* on the record in court before a licensed
violates a lawful “gag” order, or protective order, court reporter or court recorder who prepares a
statute, rule of court, or special rule of confidentiality, transcript or recording of the disclosure and consent.
for example, in juvenile, domestic, mental disability, See definition of “written” in rule 1.0.1(n).
and certain criminal proceedings, (see Bus. & Prof.
[3] Notwithstanding a client’s informed written
Code, § 6068, subd. (a) and rule 3.4(f), which require
consent,* courts retain discretion to take action, up to
compliance with such obligations); and (iv) the timing
and including disqualification of a lawyer who seeks to
of the statement.
both testify and serve as an advocate, to protect the
[2] This rule applies to prosecutors and criminal trier of fact from being misled or the opposing party
defense counsel. See rule 3.8(e) for additional duties from being prejudiced. (See, e.g., Lyle v. Superior
of prosecutors in connection with extrajudicial Court (1981) 122 Cal.App.3d 470 [175 Cal.Rptr. 918].)
statements about criminal proceedings.

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 RULES OF PROFESSIONAL CONDUCT

Rule 3.8 Special Responsibilities of a Prosecutor defendant was convicted of an offense that
the defendant did not commit.
The prosecutor in a criminal case shall:
(g) When a prosecutor knows* of clear and
(a) not institute or continue to prosecute a charge convincing evidence establishing that a defendant in
that the prosecutor knows* is not supported by the prosecutor’s jurisdiction was convicted of an
probable cause; offense that the defendant did not commit, the
prosecutor shall seek to remedy the conviction.
(b) make reasonable* efforts to assure that the
accused has been advised of the right to, and the Comment
procedure for obtaining, counsel and has been given
reasonable* opportunity to obtain counsel; [1] A prosecutor has the responsibility of a minister
of justice and not simply that of an advocate. This
(c) not seek to obtain from an unrepresented responsibility carries with it specific obligations to see
accused a waiver of important pretrial rights unless that the defendant is accorded procedural justice,
the tribunal* has approved the appearance of the that guilt is decided upon the basis of sufficient
accused in propria persona; evidence, and that special precautions are taken to
prevent and to rectify the conviction of innocent
(d) make timely disclosure to the defense of all persons.* This rule is intended to achieve those
evidence or information known* to the prosecutor results. All lawyers in government service remain
that the prosecutor knows* or reasonably should bound by rules 3.1 and 3.4.
know* tends to negate the guilt of the accused,
mitigate the offense, or mitigate the sentence, except [2] Paragraph (c) does not forbid the lawful
when the prosecutor is relieved of this responsibility questioning of an uncharged suspect who has
by a protective order of the tribunal;* and knowingly* waived the right to counsel and the right
to remain silent. Paragraph (c) also does not forbid
(e) exercise reasonable* care to prevent persons* prosecutors from seeking from an unrepresented
under the supervision or direction of the prosecutor, accused a reasonable* waiver of time for initial
including investigators, law enforcement personnel, appearance or preliminary hearing as a means of
employees or other persons* assisting or associated facilitating the accused’s voluntary cooperation in an
with the prosecutor in a criminal case from making an ongoing law enforcement investigation.
extrajudicial statement that the prosecutor would be
prohibited from making under rule 3.6. [3] The disclosure obligations in paragraph (d) are not
limited to evidence or information that is material as
(f) When a prosecutor knows* of new, credible and defined by Brady v. Maryland (1963) 373 U.S. 83 [83
material evidence creating a reasonable* likelihood S.Ct. 1194] and its progeny. For example, these
that a convicted defendant did not commit an offense obligations include, at a minimum, the duty to disclose
of which the defendant was convicted, the prosecutor impeachment evidence or information that a
shall: prosecutor knows* or reasonably should know* casts
significant doubt on the accuracy or admissibility of
(1) promptly disclose that evidence to an witness testimony on which the prosecution intends to
appropriate court or authority, and rely. Paragraph (d) does not require disclosure of
information protected from disclosure by federal or
(2) if the conviction was obtained in the California laws and rules, as interpreted by case law or
prosecutor’s jurisdiction, court orders. Nothing in this rule is intended to be
applied in a manner inconsistent with statutory and
(i) promptly disclose that evidence to constitutional provisions governing discovery in
the defendant unless a court authorizes California courts. A disclosure’s timeliness will vary
delay, and with the circumstances, and paragraph (d) is not
intended to impose timing requirements different from
(ii) undertake further investigation, or those established by statutes, procedural rules, court
make reasonable* efforts to cause an orders, and case law interpreting those authorities and
investigation, to determine whether the the California and federal constitutions.

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[4] The exception in paragraph (d) recognizes that a [8] Under paragraph (g), once the prosecutor
prosecutor may seek an appropriate protective order knows* of clear and convincing evidence that the
from the tribunal* if disclosure of information to the defendant was convicted of an offense that the
defense could result in substantial* harm to an defendant did not commit, the prosecutor must seek
individual or to the public interest. to remedy the conviction. Depending upon the
circumstances, steps to remedy the conviction could
[5] Paragraph (e) supplements rule 3.6, which include disclosure of the evidence to the defendant,
prohibits extrajudicial statements that have a requesting that the court appoint counsel for an
substantial* likelihood of prejudicing an adjudicatory unrepresented indigent defendant and, where
proceeding. Paragraph (e) is not intended to restrict appropriate, notifying the court that the prosecutor
the statements which a prosecutor may make which has knowledge that the defendant did not commit the
comply with rule 3.6(b) or 3.6(c). offense of which the defendant was convicted.

[6] Prosecutors have a duty to supervise the work of [9] A prosecutor’s independent judgment, made in
subordinate lawyers and nonlawyer employees or good faith, that the new evidence is not of such nature
agents. (See rules 5.1 and 5.3.) Ordinarily, the as to trigger the obligations of paragraphs (f) and (g),
reasonable* care standard of paragraph (e) will be though subsequently determined to have been
satisfied if the prosecutor issues the appropriate erroneous, does not constitute a violation of this rule.
cautions to law enforcement personnel and other
relevant individuals. [Publisher’s Note: Comment [7] was amended by
order of the Supreme Court, effective June 1, 2020.]
[7] When a prosecutor knows* of new, credible and
material evidence creating a reasonable* likelihood
that a person* outside the prosecutor’s jurisdiction Rule 3.9 Advocate in Nonadjudicative
was convicted of a crime that the person* did not Proceedings
commit, paragraph (f) requires prompt disclosure to
the court or other appropriate authority, such as the A lawyer representing a client before a legislative
chief prosecutor of the jurisdiction where the body or administrative agency in connection with a
conviction occurred. If the conviction was obtained in pending nonadjudicative matter or proceeding shall
the prosecutor’s jurisdiction, paragraph (f) requires disclose that the appearance is in a representative
capacity, except when the lawyer seeks information
the prosecutor to examine the evidence and
from an agency that is available to the public.
undertake further investigation to determine whether
the defendant is in fact innocent or make reasonable* Comment
efforts to cause another appropriate authority to
undertake the necessary investigation, and to This rule only applies when a lawyer represents a
promptly disclose the evidence to the court and, client in connection with an official hearing or
absent court authorized delay, to the defendant. meeting of a governmental agency or a legislative
Disclosure to a represented defendant must be made body to which the lawyer or the lawyer’s client is
through the defendant’s counsel, and, in the case of presenting evidence or argument. It does not apply to
an unrepresented defendant, would ordinarily be representation of a client in a negotiation or other
accompanied by a request to a court for the bilateral transaction with a governmental agency or in
appointment of counsel to assist the defendant in connection with an application for a license or other
taking such legal measures as may be appropriate. privilege or the client’s compliance with generally
(See rule 4.2.) Statutes may require a prosecutor to applicable reporting requirements, such as the filing
preserve certain types of evidence in criminal matters. of income-tax returns. This rule also does not apply to
(See Pen. Code, §§ 1417.1-1417.9.) In addition, the representation of a client in connection with an
prosecutors must obey file preservation orders investigation or examination of the client’s affairs
concerning rights of discovery guaranteed by the
conducted by government investigators or examiners.
Constitution and statutory provisions. (See People v.
Representation in such matters is governed by rules
Superior Court (Morales) (2017) 2 Cal.5th 523 [213
4.1 through 4.4. This rule does not require a lawyer to
Cal.Rptr.3d 581]; Shorts v. Superior Court (2018) 24
disclose a client’s identity.
Cal.App.5th 709 [234 Cal.Rptr.3d 392].)

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Rule 3.10 Threatening Criminal, Administrative, accordance with a statute such as Penal Code sections
or Disciplinary Charges 1377 and 1378.

(a) A lawyer shall not threaten to present criminal, [4] This rule does not prohibit a government lawyer
administrative, or disciplinary charges to obtain an from offering a global settlement or release-dismissal
advantage in a civil dispute. agreement in connection with related criminal, civil or
administrative matters. The government lawyer must
(b) As used in paragraph (a) of this rule, the term have probable cause for initiating or continuing
“administrative charges” means the filing or lodging of criminal charges. (See rule 3.8(a).)
a complaint with any governmental organization that
may order or recommend the loss or suspension of a [5] As used in paragraph (b), “governmental
license, or may impose or recommend the imposition organizations” includes any federal, state, local, and
of a fine, pecuniary sanction, or other sanction of a foreign governmental organizations. Paragraph (b)
quasi-criminal nature but does not include filing exempts the threat of filing an administrative charge
charges with an administrative entity required by law that is a prerequisite to filing a civil complaint on the
as a condition precedent to maintaining a civil action. same transaction or occurrence.

(c) As used in this rule, the term “civil dispute”

means a controversy or potential controversy over
the rights and duties of two or more persons* under CHAPTER 4.
civil law, whether or not an action has been
commenced, and includes an administrative
TRANSACTIONS WITH PERSONS*
proceeding of a quasi-civil nature pending before a OTHER THAN CLIENTS
federal, state, or local governmental entity.
Rule 4.1 Truthfulness in Statements to Others
Comment
In the course of representing a client a lawyer shall
[1] Paragraph (a) does not prohibit a statement by a not knowingly:*
lawyer that the lawyer will present criminal,
administrative, or disciplinary charges, unless the (a) make a false statement of material fact or law
statement is made to obtain an advantage in a civil to a third person;* or
dispute. For example, if a lawyer believes* in good
faith that the conduct of the opposing lawyer or party (b) fail to disclose a material fact to a third person*
violates criminal or other laws, the lawyer may state when disclosure is necessary to avoid assisting a
that if the conduct continues the lawyer will report it criminal or fraudulent* act by a client, unless
to criminal or administrative authorities. On the other disclosure is prohibited by Business and Professions
hand, a lawyer could not state or imply that a criminal Code section 6068, subdivision (e)(1) or rule 1.6.
or administrative action will be pursued unless the
Comment
opposing party agrees to settle the civil dispute.
[1] A lawyer is required to be truthful when
[2] This rule does not apply to a threat to bring a
dealing with others on a client’s behalf, but generally
civil action. It also does not prohibit actually
has no affirmative duty to inform an opposing party
presenting criminal, administrative or disciplinary
of relevant facts. A misrepresentation can occur if
charges, even if doing so creates an advantage in a
the lawyer incorporates or affirms the truth of a
civil dispute. Whether a lawyer’s statement violates
statement of another person* that the lawyer
this rule depends on the specific facts. (See, e.g.,
knows* is false. However, in drafting an agreement
Crane v. State Bar (1981) 30 Cal.3d 117 [177 Cal.Rptr.
or other document on behalf of a client, a lawyer
670].) A statement that the lawyer will pursue “all
does not necessarily affirm or vouch for the
available legal remedies,” or words of similar import,
truthfulness of representations made by the client in
does not by itself violate this rule.
the agreement or document. A nondisclosure can be
[3] This rule does not apply to: (i) a threat to initiate the equivalent of a false statement of material fact
contempt proceedings for a failure to comply with a or law under paragraph (a) where a lawyer makes a
court order; or (ii) the offer of a civil compromise in partially true but misleading material statement or

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 RULES OF PROFESSIONAL CONDUCT

material omission. In addition to this rule, lawyers to the organization for purposes of civil or
remain bound by Business and Professions Code criminal liability.
section 6106 and rule 8.4.
(c) This rule shall not prohibit:
[2] This rule refers to statements of fact. Whether
a particular statement should be regarded as one of (1) communications with a public official,
fact can depend on the circumstances. For example, board, committee, or body; or
in negotiation, certain types of statements ordinarily
are not taken as statements of material fact. (2) communications otherwise authorized by
Estimates of price or value placed on the subject of a law or a court order.
transaction and a party’s intentions as to an
(d) For purposes of this rule:
acceptable settlement of a claim are ordinarily in this
category, and so is the existence of an undisclosed (1) “Managing agent” means an employee,
principal except where nondisclosure of the principal member, agent, or other constituent of an
would constitute fraud.* organization with substantial* discretionary
authority over decisions that determine
[3] Under rule 1.2.1, a lawyer is prohibited from
organizational policy.
counseling or assisting a client in conduct that the
lawyer knows* is criminal or fraudulent.* See rule (2) “Public official” means a public officer of
1.4(a)(4) regarding a lawyer’s obligation to consult the United States government, or of a state,
with the client about limitations on the lawyer’s county, city, town, political subdivision, or other
conduct. In some circumstances, a lawyer can avoid governmental organization, with the
assisting a client’s crime or fraud* by withdrawing comparable decision-making authority and
from the representation in compliance with rule responsibilities as the organizational
1.16. constituents described in paragraph (b)(1).
[4] Regarding a lawyer’s involvement in lawful Comment
covert activity in the investigation of violations of
law, see rule 8.4, Comment [5]. [1] This rule applies even though the represented
person* initiates or consents to the communication.
A lawyer must immediately terminate communication
Rule 4.2 Communication with a Represented with a person* if, after commencing communication,
Person* the lawyer learns that the person* is one with whom
communication is not permitted by this rule.
(a) In representing a client, a lawyer shall not
communicate directly or indirectly about the subject [2] “Subject of the representation,” “matter,” and
of the representation with a person* the lawyer “person” are not limited to a litigation context. This
knows* to be represented by another lawyer in the rule applies to communications with any person,*
matter, unless the lawyer has the consent of the other whether or not a party to a formal adjudicative
lawyer. proceeding, contract, or negotiation, who is
represented by counsel concerning the matter to
(b) In the case of a represented corporation,
which the communication relates.
partnership, association, or other private or
governmental organization, this rule prohibits [3] The prohibition against communicating
communications with: “indirectly” with a person* represented by counsel in
paragraph (a) is intended to address situations where
(1) A current officer, director, partner,*or
a lawyer seeks to communicate with a represented
managing agent of the organization; or
person* through an intermediary such as an agent,
(2) A current employee, member, agent, or investigator or the lawyer’s client. This rule, however,
other constituent of the organization, if the does not prevent represented persons* from
subject of the communication is any act or communicating directly with one another with respect
omission of such person* in connection with the to the subject of the representation, nor does it
matter which may be binding upon or imputed prohibit a lawyer from advising a client concerning

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such a communication. A lawyer may also advise a that would otherwise be subject to this rule.
client not to accept or engage in such Examples of such statutory schemes include those
communications. The rule also does not prohibit a protecting the right of employees to organize and
lawyer who is a party to a legal matter from engage in collective bargaining, employee health and
communicating on his or her own behalf with a safety, and equal employment opportunity. The law
represented person* in that matter. also recognizes that prosecutors and other
government lawyers are authorized to contact
[4] This rule does not prohibit communications with represented persons,* either directly or through
a represented person* concerning matters outside investigative agents and informants, in the context of
the representation. Similarly, a lawyer who knows* investigative activities, as limited by relevant federal
that a person* is being provided with limited scope and state constitutions, statutes, rules, and case law.
representation is not prohibited from communicating (See, e.g., United States v. Carona (9th Cir. 2011) 630
with that person* with respect to matters that are F.3d 917; United States v. Talao (9th Cir. 2000) 222
outside the scope of the limited representation. (See, F.3d 1133.) The rule is not intended to preclude
e.g., Cal. Rules of Court, rules 3.35 – 3.37, 5.425 communications with represented persons* in the
[Limited Scope Representation].) course of such legitimate investigative activities as
authorized by law. This rule also is not intended to
[5] This rule does not prohibit communications preclude communications with represented persons*
initiated by a represented person* seeking advice or in the course of legitimate investigative activities
representation from an independent lawyer of the engaged in, directly or indirectly, by lawyers
person’s* choice. representing persons* whom the government has
accused of or is investigating for crimes, to the extent
[6] If a current constituent of the organization is
those investigative activities are authorized by law.
represented in the matter by his or her own counsel,
the consent by that counsel to a communication is [9] A lawyer who communicates with a represented
sufficient for purposes of this rule. person* pursuant to paragraph (c) is subject to other
restrictions in communicating with the person.* (See,
[7] This rule applies to all forms of governmental
e.g. Bus. & Prof. Code, § 6106; Snider v. Superior Court
and private organizations, such as cities, counties,
(2003) 113 Cal.App.4th 1187, 1213 [7 Cal.Rptr.3d
corporations, partnerships, limited liability companies,
119]; In the Matter of Dale (2005) 4 Cal. State Bar Ct.
and unincorporated associations. When a lawyer
Rptr. 798.)
communicates on behalf of a client with a
governmental organization, or certain employees,
members, agents, or other constituents of a Rule 4.3 Communicating with an
governmental organization, however, special Unrepresented Person*
considerations exist as a result of the right to petition
conferred by the First Amendment of the United (a) In communicating on behalf of a client with a
States Constitution and article I, section 3 of the person* who is not represented by counsel, a lawyer
California Constitution. Paragraph (c)(1) recognizes shall not state or imply that the lawyer is
these special considerations by generally exempting disinterested. When the lawyer knows* or
from application of this rule communications with reasonably should know* that the unrepresented
public boards, committees, and bodies, and with person* incorrectly believes* the lawyer is
public officials as defined in paragraph (d)(2) of this disinterested in the matter, the lawyer shall make
rule. Communications with a governmental reasonable* efforts to correct the misunderstanding.
organization constituent who is not a public official, If the lawyer knows* or reasonably should know*
however, will remain subject to this rule when the that the interests of the unrepresented person* are
lawyer knows* the governmental organization is in conflict with the interests of the client, the lawyer
represented in the matter and the communication shall not give legal advice to that person,* except
with that constituent falls within paragraph (b)(2). that the lawyer may, but is not required to, advise
the person* to secure counsel.
[8] Paragraph (c)(2) recognizes that statutory
schemes, case law, and court orders may authorize (b) In communicating on behalf of a client with a
communications between a lawyer and a person* person* who is not represented by counsel, a lawyer

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 RULES OF PROFESSIONAL CONDUCT

shall not seek to obtain privileged or other (b) promptly notify the sender.
confidential information the lawyer knows* or
reasonably should know* the person* may not Comment
reveal without violating a duty to another or which
the lawyer is not otherwise entitled to receive. [1] If a lawyer determines this rule applies to a
transmitted writing,* the lawyer should return the
Comment writing* to the sender, seek to reach agreement with
the sender regarding the disposition of the writing,*
[1] This rule is intended to protect unrepresented or seek guidance from a tribunal.* (See Rico v.
persons,* whatever their interests, from being misled Mitsubishi (2007) 42 Cal.4th 807, 817 [68 Cal.Rptr.3d
when communicating with a lawyer who is acting for a 758].) In providing notice required by this rule, the
client. lawyer shall comply with rule 4.2.

[2] Paragraph (a) distinguishes between situations in [2] This rule does not address the legal duties of a
which a lawyer knows* or reasonably should know* lawyer who receives a writing* that the lawyer
that the interests of an unrepresented person* are in knows* or reasonably should know* may have been
conflict with the interests of the lawyer’s client and inappropriately disclosed by the sending person.*
situations in which the lawyer does not. In the former (See Clark v. Superior Court (2011) 196 Cal.App.4th 37
situation, the possibility that the lawyer will [125 Cal.Rptr.3d 361].)
compromise the unrepresented person’s* interests is
so great that the rule prohibits the giving of any legal
advice, apart from the advice to obtain counsel. A
lawyer does not give legal advice merely by stating a CHAPTER 5.
legal position on behalf of the lawyer’s client. This rule LAW FIRMS* AND ASSOCIATIONS
does not prohibit a lawyer from negotiating the terms
of a transaction or settling a dispute with an Rule 5.1 Responsibilities of Managerial and
unrepresented person.* So long as the lawyer Supervisory Lawyers
discloses that the lawyer represents an adverse party
and not the person,* the lawyer may inform the (a) A lawyer who individually or together with other
person* of the terms on which the lawyer’s client will lawyers possesses managerial authority in a law firm,*
enter into the agreement or settle the matter, prepare shall make reasonable* efforts to ensure that the
documents that require the person’s* signature, and firm* has in effect measures giving reasonable*
explain the lawyer’s own view of the meaning of the assurance that all lawyers in the firm* comply with
document and the underlying legal obligations. these rules and the State Bar Act.

[3] Regarding a lawyer’s involvement in lawful (b) A lawyer having direct supervisory authority
covert activity in the investigation of violations of law, over another lawyer, whether or not a member or
see rule 8.4, Comment [5]. employee of the same law firm,* shall make
reasonable* efforts to ensure that the other lawyer
complies with these rules and the State Bar Act.
Rule 4.4 Duties Concerning Inadvertently
(c) A lawyer shall be responsible for another
Transmitted Writings*
lawyer’s violation of these rules and the State Bar Act
if:
Where it is reasonably* apparent to a lawyer who
receives a writing* relating to a lawyer’s (1) the lawyer orders or, with knowledge of
representation of a client that the writing* was the relevant facts and of the specific conduct,
inadvertently sent or produced, and the lawyer ratifies the conduct involved; or
knows* or reasonably should know* that the writing*
is privileged or subject to the work product doctrine, (2) the lawyer, individually or together with
the lawyer shall: other lawyers, possesses managerial authority in
the law firm* in which the other lawyer
(a) refrain from examining the writing* any more practices, or has direct supervisory authority
than is necessary to determine that it is privileged or over the other lawyer, whether or not a member
subject to the work product doctrine, and or employee of the same law firm,* and knows*

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 RULES OF PROFESSIONAL CONDUCT

of the conduct at a time when its consequences Paragraph (b) – Duties of Supervisory Lawyers
can be avoided or mitigated but fails to take
reasonable* remedial action. [5] Whether a lawyer has direct supervisory
authority over another lawyer in particular
Comment circumstances is a question of fact.

Paragraph (a) – Duties Of Managerial Lawyers To Paragraph (c) – Responsibility for Another’s Lawyer’s
Reasonably* Assure Compliance with the Rules Violation

[1] Paragraph (a) requires lawyers with managerial [6] The appropriateness of remedial action under
authority within a law firm* to make reasonable* paragraph (c)(2) would depend on the nature and
efforts to establish internal policies and procedures seriousness of the misconduct and the nature and
designed, for example, to detect and resolve conflicts immediacy of its harm. A managerial or supervisory
of interest, identify dates by which actions must be lawyer must intervene to prevent avoidable
taken in pending matters, account for client funds and consequences of misconduct if the lawyer knows*
property, and ensure that inexperienced lawyers are that the misconduct occurred.
properly supervised.
[7] A supervisory lawyer violates paragraph (b) by
[2] Whether particular measures or efforts satisfy failing to make the efforts required under that
the requirements of paragraph (a) might depend paragraph, even if the lawyer does not violate
upon the law firm’s structure and the nature of its paragraph (c) by knowingly* directing or ratifying the
practice, including the size of the law firm,* whether it conduct, or where feasible, failing to take reasonable*
has more than one office location or practices in more remedial action.
than one jurisdiction, or whether the firm* or its
partners* engage in any ancillary business. [8] Paragraphs (a), (b), and (c) create independent
bases for discipline. This rule does not impose
[3] A partner,* shareholder or other lawyer in a law vicarious responsibility on a lawyer for the acts of
firm* who has intermediate managerial another lawyer who is in or outside the law firm.*
responsibilities satisfies paragraph (a) if the law firm* Apart from paragraph (c) of this rule and rule 8.4(a), a
has a designated managing lawyer charged with that lawyer does not have disciplinary liability for the
responsibility, or a management committee or other conduct of a partner,* associate, or subordinate
body that has appropriate managerial authority and is lawyer. The question of whether a lawyer can be
charged with that responsibility. For example, the liable civilly or criminally for another lawyer’s conduct
managing lawyer of an office of a multi-office law is beyond the scope of these rules.
firm* would not necessarily be required to
promulgate firm-wide policies intended to
reasonably* assure that the law firm’s lawyers comply Rule 5.2 Responsibilities of a Subordinate
with the rules or State Bar Act. However, a lawyer Lawyer
remains responsible to take corrective steps if the
lawyer knows* or reasonably should know* that the (a) A lawyer shall comply with these rules and the
delegated body or person* is not providing or State Bar Act notwithstanding that the lawyer acts at
implementing measures as required by this rule. the direction of another lawyer or other person.*

[4] Paragraph (a) also requires managerial lawyers (b) A subordinate lawyer does not violate these
to make reasonable* efforts to assure that other rules or the State Bar Act if that lawyer acts in
lawyers in an agency or department comply with accordance with a supervisory lawyer’s reasonable*
these rules and the State Bar Act. This rule resolution of an arguable question of professional
contemplates, for example, the creation and duty.
implementation of reasonable* guidelines relating to
Comment
the assignment of cases and the distribution of
workload among lawyers in a public sector legal When lawyers in a supervisor-subordinate
agency or other legal department. (See, e.g., State relationship encounter a matter involving professional
Bar of California, Guidelines on Indigent Defense judgment as to the lawyers’ responsibilities under
Services Delivery Systems (2006).)

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 RULES OF PROFESSIONAL CONDUCT

these rules or the State Bar Act and the question can Comment
reasonably* be answered only one way, the duty of
both lawyers is clear and they are equally responsible Lawyers often utilize nonlawyer personnel, including
for fulfilling it. Accordingly, the subordinate lawyer secretaries, investigators, law student interns, and
must comply with his or her obligations under paraprofessionals. Such assistants, whether
paragraph (a). If the question reasonably* can be employees or independent contractors, act for the
answered more than one way, the supervisory lawyer lawyer in rendition of the lawyer’s professional
may assume responsibility for determining which of services. A lawyer must give such assistants
the reasonable* alternatives to select, and the appropriate instruction and supervision concerning all
subordinate may be guided accordingly. If the ethical aspects of their employment. The measures
subordinate lawyer believes* that the supervisor’s employed in instructing and supervising nonlawyers
proposed resolution of the question of professional should take account of the fact that they might not
duty would result in a violation of these rules or the have legal training.
State Bar Act, the subordinate is obligated to
communicate his or her professional judgment
Rule 5.3.1 Employment of Disbarred,
regarding the matter to the supervisory lawyer.
Suspended, Resigned, or Involuntarily Inactive
Lawyer
Rule 5.3 Responsibilities Regarding Nonlawyer
Assistants (a) For purposes of this rule:

With respect to a nonlawyer employed or retained by (1) “Employ” means to engage the services of
or associated with a lawyer: another, including employees, agents,
independent contractors and consultants,
(a) a lawyer who individually or together with other regardless of whether any compensation is paid;
lawyers possesses managerial authority in a law firm,*
shall make reasonable* efforts to ensure that the (2) “Member” means a member of the State
firm* has in effect measures giving reasonable* Bar of California;
assurance that the nonlawyer’s conduct is compatible
(3) “Involuntarily inactive member” means a
with the professional obligations of the lawyer;
member who is ineligible to practice law as a
(b) a lawyer having direct supervisory authority over result of action taken pursuant to Business and
the nonlawyer, whether or not an employee of the Professions Code sections 6007, 6203,
same law firm,* shall make reasonable* efforts to subdivision (d)(1), or California Rules of Court,
ensure that the person’s* conduct is compatible with rule 9.31(d);
the professional obligations of the lawyer; and
(4) “Resigned member” means a member who
(c) a lawyer shall be responsible for conduct of such has resigned from the State Bar while
a person* that would be a violation of these rules or disciplinary charges are pending; and
the State Bar Act if engaged in by a lawyer if:
(5) “Ineligible person” means a member
(1) the lawyer orders or, with knowledge of whose current status with the State Bar of
the relevant facts and of the specific conduct, California is disbarred, suspended, resigned, or
ratifies the conduct involved; or involuntarily inactive.

(2) the lawyer, individually or together with (b) A lawyer shall not employ, associate in practice
other lawyers, possesses managerial authority in with, or assist a person* the lawyer knows* or
the law firm* in which the person* is employed, reasonably should know* is an ineligible person to
or has direct supervisory authority over the perform the following on behalf of the lawyer’s client:
person,* whether or not an employee of the
(1) Render legal consultation or advice to the
same law firm,* and knows* of the conduct at a
client;
time when its consequences can be avoided or
mitigated but fails to take reasonable* remedial
action.

46 CURRENT RULES 2023

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 RULES OF PROFESSIONAL CONDUCT

(2) Appear on behalf of a client in any hearing written* notice and shall retain such proof and a true
or proceeding or before any judicial officer, and correct copy of the client’s written* notice for
arbitrator, mediator, court, public agency, two years following termination of the lawyer’s
referee, magistrate, commissioner, or hearing employment by the client.
officer;
(e) A lawyer may, without client or State Bar
(3) Appear as a representative of the client at notification, employ, associate in practice with, or
a deposition or other discovery matter; assist an ineligible person whose sole function is to
perform office physical plant or equipment
(4) Negotiate or transact any matter for or on maintenance, courier or delivery services, catering,
behalf of the client with third parties; reception, typing or transcription, or other similar
support activities.
(5) Receive, disburse or otherwise handle the
client’s funds; or (f) When the lawyer no longer employs, associates
in practice with, or assists the ineligible person, the
(6) Engage in activities that constitute the lawyer shall promptly serve upon the State Bar
practice of law. written* notice of the termination.
(c) A lawyer may employ, associate in practice with, Comment
or assist an ineligible person to perform research,
drafting or clerical activities, including but not limited If the client is an organization, the lawyer shall serve
to: the notice required by paragraph (d) on its highest
authorized officer, employee, or constituent
(1) Legal work of a preparatory nature, such as overseeing the particular engagement. (See rule
legal research, the assemblage of data and other 1.13.)
necessary information, drafting of pleadings,
briefs, and other similar documents; [Publisher’s Note re rule 5.3.1: Operative January 1,
2019, Business and Professions Code section 6002, in
(2) Direct communication with the client or part, provides that any provision of law referring to
third parties regarding matters such as the “member of the State Bar” shall be deemed to
scheduling, billing, updates, confirmation of refer to a licensee of the State Bar. In accordance with
receipt or sending of correspondence and this law, references to a “member” included in the
messages; or current Rules of Professional Conduct are deemed to
refer to a “licensee.”]
(3) Accompanying an active lawyer in
attending a deposition or other discovery matter
for the limited purpose of providing clerical Rule 5.4 Financial and Similar Arrangements
assistance to the active lawyer who will appear with Nonlawyers
as the representative of the client.
(a) A lawyer or law firm* shall not share legal fees
(d) Prior to or at the time of employing, associating directly or indirectly with a nonlawyer or with an
in practice with, or assisting a person* the lawyer organization that is not authorized to practice law,
knows* or reasonably should know* is an ineligible except that:
person, the lawyer shall serve upon the State Bar
written* notice of the employment, including a full (1) an agreement by a lawyer with the
description of such person’s current bar status. The lawyer’s firm,* partner,* or associate may
written* notice shall also list the activities prohibited provide for the payment of money or other
in paragraph (b) and state that the ineligible person consideration over a reasonable* period of time
will not perform such activities. The lawyer shall serve after the lawyer’s death, to the lawyer’s estate
similar written* notice upon each client on whose or to one or more specified persons;*
specific matter such person* will work, prior to or at
the time of employing, associating with, or assisting (2) a lawyer purchasing the practice of a
such person* to work on the client’s specific matter. deceased, disabled or disappeared lawyer may
The lawyer shall obtain proof of service of the client’s pay the agreed-upon purchase price, pursuant to

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 RULES OF PROFESSIONAL CONDUCT

rule 1.17, to the lawyer’s estate or other (iv) the total fee charged by the lawyer or
representative; law firm* is not increased solely by reason
of the agreement to divide fees.
(3) a lawyer or law firm* may include
nonlawyer employees in a compensation or (b) A lawyer shall not form a partnership or other
retirement plan, even though the plan is based organization with a nonlawyer if any of the activities
in whole or in part on a profit-sharing of the partnership or other organization consist of the
arrangement, provided the plan does not practice of law.
otherwise violate these rules or the State Bar
Act; (c) A lawyer shall not permit a person* who
recommends, employs, or pays the lawyer to render
(4) a lawyer or law firm* may pay a prescribed legal services for another to direct or regulate the
registration, referral, or other fee to a lawyer lawyer’s independent professional judgment or
referral service established, sponsored and interfere with the lawyer-client relationship in
operated in accordance with the State Bar of rendering legal services.
California’s Minimum Standards for Lawyer
Referral Services; (d) A lawyer shall not practice with or in the form of
a professional corporation or other organization
(5) a lawyer or law firm* may share with or authorized to practice law for a profit if:
pay a court-awarded legal fee to a nonprofit
organization that employed, retained, (1) a nonlawyer owns any interest in it, except
recommended, or facilitated employment of the that a fiduciary representative of a lawyer’s
lawyer or law firm* in the matter; or estate may hold the lawyer’s stock or other
interest for a reasonable* time during
(6) a lawyer or law firm* may share with or administration;
pay a legal fee that is not court-awarded but
arises from a settlement or other resolution of (2) a nonlawyer is a director or officer of the
the matter with a nonprofit organization that corporation or occupies a position of similar
employed, retained, recommended, or responsibility in any other form of organization;
facilitated employment of the lawyer or law or
firm* in the matter provided:
(3) a nonlawyer has the right or authority to
(i) the nonprofit organization qualifies direct or control the lawyer’s independent
under section 501(c)(3) of the Internal professional judgment.
Revenue Code;
(e) The Board of Trustees of the State Bar shall
(ii) the lawyer or law firm* enters into a formulate and adopt Minimum Standards for Lawyer
written* agreement to divide the fee with Referral Services, which, as from time to time
the nonprofit organization; amended, shall be binding on lawyers. A lawyer shall
not accept a referral from, or otherwise participate in,
(iii) the lawyer or law firm* obtains the a lawyer referral service unless it complies with such
client’s consent in writing,* either at the Minimum Standards for Lawyer Referral Services.
time the lawyer or law firm* enters into
the agreement with the nonprofit (f) A lawyer shall not practice with or in the form of
organization to divide the fee or as soon a nonprofit legal aid, mutual benefit or advocacy
thereafter as reasonably* practicable, after group if the nonprofit organization allows any third
a full written* disclosure to the client of person* to interfere with the lawyer’s independent
the fact that a division of fees will be made, professional judgment, or with the lawyer-client
the identity of the lawyer or law firm* and relationship, or allows or aids any person* to practice
the nonprofit organization that are parties law in violation of these rules or the State Bar Act.
to the division, and the terms of the
division, including the restriction imposed
under paragraph (a)(6)(iv); and

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 RULES OF PROFESSIONAL CONDUCT

Comment [5] Nothing in paragraphs (a)(5) or (a)(6) is intended

to alter the regulation of lawyer referral activity set
[1] Paragraph (a) does not prohibit a lawyer or law forth in Business and Professions Code section 6155.
firm* from paying a bonus to or otherwise In addition, a lawyer must comply with rules 5.4(a)(4)
compensating a nonlawyer employee from general and 7.2(b).
revenues received for legal services, provided the
arrangement does not interfere with the independent [6] This rule is not intended to affect case law
professional judgment of the lawyer or lawyers in the regarding the relationship between insurers and
firm* and does not violate these rules or the State Bar lawyers providing legal services to insureds. (See, e.g.,
Act. However, a nonlawyer employee’s bonus or Gafcon, Inc. v. Ponsor Associates (2002) 98
other form of compensation may not be based on a Cal.App.4th 1388 [120 Cal.Rptr.2d 392].)
percentage or share of fees in specific cases or legal
matters. [7] Paragraph (c) is not intended to alter or diminish
a lawyer’s obligations under rule 1.8.6 (Compensation
[2] Paragraph (a) also does not prohibit payment to a from One Other than Client).
nonlawyer third-party for goods and services provided
to a lawyer or law firm;* however, the compensation to [Publisher’s Note: Rule 5.4 was amended by order of
a nonlawyer third-party may not be determined as a the Supreme Court, effective March 22, 2021.]
percentage or share of the lawyer’s or law firm’s overall
revenues or tied to fees in particular cases or legal
Rule 5.5 Unauthorized Practice of Law;
matters. A lawyer may pay to a nonlawyer third-party,
such as a collection agency, a percentage of past due or Multijurisdictional Practice of Law
delinquent fees in concluded matters that the third-
(a) A lawyer admitted to practice law in California
party collects on the lawyer’s behalf.
shall not:
[3] Paragraph (a)(5) permits a lawyer to share with
(1) practice law in a jurisdiction where to do so
or pay court-awarded legal fees to nonprofit legal aid,
would be in violation of regulations of the
mutual benefit, and advocacy groups that are not
profession in that jurisdiction; or
engaged in the unauthorized practice of law. (See
Frye v. Tenderloin Housing Clinic, Inc. (2006) 38 Cal.4th (2) knowingly* assist a person* in the
23 [40 Cal.Rptr.3d 221]; see also rule 6.3.) Under the unauthorized practice of law in that jurisdiction.
specified circumstances, paragraph (a)(6) permits a
lawyer to share with or pay legal fees arising from a (b) A lawyer who is not admitted to practice law in
settlement or other resolution of the matter to California shall not:
501(c)(3) organizations, such as nonprofit legal aid
and charitable groups that are not engaged in the (1) except as authorized by these rules or
unauthorized practice of law. Paragraphs (a)(5) and other law, establish or maintain a resident office
(a)(6) include the concept of a nonprofit organization or other systematic or continuous presence in
facilitating the employment of a lawyer to provide California for the practice of law; or
legal services. One example of such facilitation is a
nonprofit organization’s operation of a law practice (2) hold out to the public or otherwise
incubator program. represent that the lawyer is admitted to practice
law in California.
[4] A lawyer or law firm* who has agreed to share
with or pay legal fees to a qualifying organization Comment
under paragraphs (a)(5) or (a)(6) remains obligated to
Paragraph (b)(1) prohibits lawyers from practicing
exercise independent professional judgment in the
law in California unless otherwise entitled to practice
client’s best interest. See rules 1.7 and 2.1. Regarding
law in this state by court rule or other law. (See, e.g.,
a lawyer’s contribution of legal fees to a legal services
Bus. & Prof. Code, § 6125 et seq.; see also Cal. Rules
organization, see rule 1.0, Comment [5] on financial
of Court, rules 9.40 [counsel pro hac vice], 9.41
support for programs providing pro bono legal
[appearances by military counsel], 9.42 [certified law
services.
students], 9.43 [out-of-state attorney arbitration
counsel program], 9.44 [registered foreign legal

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 RULES OF PROFESSIONAL CONDUCT

consultant], 9.45 [registered legal services attorneys], Rule 6.2 [Reserved]

9.46 [registered in-house counsel], 9.47 [attorneys
practicing temporarily in California as part of
litigation], 9.48 [non-litigating attorneys temporarily Rule 6.3 Membership in Legal Services
in California to provide legal services].) Organization

A lawyer may serve as a director, officer or member of

Rule 5.6 Restrictions on a Lawyer’s Right to a legal services organization, apart from the law firm*
Practice in which the lawyer practices, notwithstanding that
the organization serves persons* having interests
(a) Unless authorized by law, a lawyer shall not adverse to a client of the lawyer. The lawyer shall not
participate in offering or making: knowingly* participate in a decision or action of the
organization:
(1) a partnership, shareholders, operating,
employment, or other similar type of agreement (a) if participating in the decision or action would be
that restricts the right of a lawyer to practice
incompatible with the lawyer’s obligations to a client
after termination of the relationship, except an
under Business and Professions Code section 6068,
agreement that concerns benefits upon
retirement; or subdivision (e)(1) or rules 1.6(a), 1.7, 1.9, or 1.18; or

(2) an agreement that imposes a restriction on (b) where the decision or action could have a
a lawyer’s right to practice in connection with a material adverse effect on the representation of a
settlement of a client controversy, or otherwise. client of the organization whose interests are adverse
to a client of the lawyer.
(b) A lawyer shall not participate in offering or
making an agreement which precludes the reporting Comment
of a violation of these rules.
Lawyers should support and participate in legal
(c) This rule does not prohibit an agreement that is service organizations. A lawyer who is an officer or a
authorized by Business and Professions Code sections member of such an organization does not thereby
6092.5, subdivision (i) or 6093. have a lawyer-client relationship with persons* served
by the organization. However, there is potential
Comment conflict between the interests of such persons* and
the interests of the lawyer’s clients. If the possibility
[1] Concerning the application of paragraph (a)(1),
of such conflict disqualified a lawyer from serving on
see Business and Professions Code section 16602;
Howard v. Babcock (1993) 6 Cal.4th 409, 425 [25 the board of a legal services organization, the
Cal.Rptr.2d 80]. profession’s involvement in such organizations would
be severely curtailed.
[2] Paragraph (a)(2) prohibits a lawyer from offering
or agreeing not to represent other persons* in
connection with settling a claim on behalf of a client. Rule 6.4 [Reserved]

[3] This rule does not prohibit restrictions that may

be included in the terms of the sale of a law practice Rule 6.5 Limited Legal Services Programs
pursuant to rule 1.17.
(a) A lawyer who, under the auspices of a program
sponsored by a court, government agency, bar
Rule 5.7 [Reserved] association, law school, or nonprofit organization,
provides short-term limited legal services to a client
without expectation by either the lawyer or the
client that the lawyer will provide continuing
CHAPTER 6. PUBLIC SERVICE representation in the matter:

Rule 6.1 [Reserved]

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 RULES OF PROFESSIONAL CONDUCT

(1) is subject to rules 1.7 and 1.9(a) only if the Therefore, paragraph (a)(1) requires compliance
lawyer knows* that the representation of the with rules 1.7 and 1.9(a) only if the lawyer knows*
client involves a conflict of interest; and that the representation presents a conflict of
interest for the lawyer. In addition, paragraph (a)(2)
(2) is subject to rule 1.10 only if the lawyer imputes conflicts of interest to the lawyer only if the
knows* that another lawyer associated with lawyer knows* that another lawyer in the lawyer’s
the lawyer in a law firm* is prohibited from law firm* would be disqualified under rules 1.7 or
representation by rule 1.7 or 1.9(a) with 1.9(a).
respect to the matter.
[4] Because the limited nature of the services
(b) Except as provided in paragraph (a)(2), rule significantly reduces the risk of conflicts of interest
1.10 is inapplicable to a representation governed by with other matters being handled by the lawyer’s
this rule. law firm,* paragraph (b) provides that imputed
conflicts of interest are inapplicable to a
(c) The personal disqualification of a lawyer representation governed by this rule except as
participating in the program will not be imputed to provided by paragraph (a)(2). Paragraph (a)(2)
other lawyers participating in the program. imputes conflicts of interest to the participating
lawyer when the lawyer knows* that any lawyer in
Comment
the lawyer’s firm* would be disqualified under rules
[1] Courts, government agencies, bar associations, 1.7 or 1.9(a). By virtue of paragraph (b), moreover, a
law schools and various nonprofit organizations have lawyer’s participation in a short-term limited legal
established programs through which lawyers provide services program will not be imputed to the lawyer’s
short-term limited legal services — such as advice or law firm* or preclude the lawyer’s law firm* from
the completion of legal forms that will assist persons* undertaking or continuing the representation of a
in addressing their legal problems without further client with interests adverse to a client being
representation by a lawyer. In these programs, such represented under the program’s auspices. Nor will
as legal-advice hotlines, advice-only clinics or pro se the personal disqualification of a lawyer participating
counseling programs, whenever a lawyer-client in the program be imputed to other lawyers
relationship is established, there is no expectation participating in the program.
that the lawyer’s representation of the client will
[5] If, after commencing a short-term limited
continue beyond that limited consultation. Such
representation in accordance with this rule, a lawyer
programs are normally operated under circumstances
undertakes to represent the client in the matter on an
in which it is not feasible for a lawyer to systematically
ongoing basis, rules 1.7, 1.9(a), and 1.10 become
screen* for conflicts of interest as is generally
applicable.
required before undertaking a representation.

[2] A lawyer who provides short-term limited legal

services pursuant to this rule must secure the
client’s informed consent* to the limited scope of CHAPTER 7.
the representation. (See rule 1.2(b).) If a short-term INFORMATION ABOUT LEGAL SERVICES
limited representation would not be reasonable*
under the circumstances, the lawyer may offer Rule 7.1 Communications Concerning a
advice to the client but must also advise the client of Lawyer’s Services
the need for further assistance of counsel. Except as
provided in this rule, these rules and the State Bar (a) A lawyer shall not make a false or misleading
Act, including the lawyer’s duty of confidentiality communication about the lawyer or the lawyer’s
under Business and Professions Code section 6068, services. A communication is false or misleading if it
subdivision (e)(1) and rules 1.6 and 1.9, are contains a material misrepresentation of fact or law,
applicable to the limited representation. or omits a fact necessary to make the
communication considered as a whole not materially
[3] A lawyer who is representing a client in the misleading.
circumstances addressed by this rule ordinarily is not
able to check systematically for conflicts of interest.

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 RULES OF PROFESSIONAL CONDUCT

(b) The Board of Trustees of the State Bar may comparison of the lawyer’s services or fees with the
formulate and adopt standards as to services or fees of other lawyers may be misleading
communications that will be presumed to violate if presented with such specificity as would lead a
rule 7.1, 7.2, 7.3, 7.4 or 7.5. The standards shall only reasonable* person* to conclude that the
be used as presumptions affecting the burden of comparison can be substantiated. An appropriate
proof in disciplinary proceedings involving alleged disclaimer or qualifying language often avoids
violations of these rules. “Presumption affecting the creating unjustified expectations.
burden of proof” means that presumption defined in
Evidence Code sections 605 and 606. Such standards [5] This rule prohibits a lawyer from making a
formulated and adopted by the Board, as from time communication that states or implies that the lawyer
to time amended, shall be effective and binding on is able to provide legal services in a language other
all lawyers. than English unless the lawyer can actually provide
legal services in that language or the communication
Comment also states in the language of the communication the
employment title of the person* who speaks such
[1] This rule governs all communications of any language.
type whatsoever about the lawyer or the lawyer’s
services, including advertising permitted by rule 7.2. [6] Rules 7.1 through 7.5 are not the sole basis for
A communication includes any message or offer regulating communications concerning a lawyer’s
made by or on behalf of a lawyer concerning the services. (See, e.g., Bus. & Prof. Code, §§ 6150 –
availability for professional employment of a lawyer 6159.2, 17000 et seq.) Other state or federal laws
or a lawyer’s law firm* directed to any person.* may also apply.

[2] A communication that contains an express

guarantee or warranty of the result of a particular Rule 7.2 Advertising
representation is a false or misleading
communication under this rule. (See also Bus. & (a) Subject to the requirements of rules 7.1 and
Prof. Code, § 6157.2, subd. (a).) 7.3, a lawyer may advertise services through any
written,* recorded or electronic means of
[3] This rule prohibits truthful statements that are communication, including public media.
misleading. A truthful statement is misleading if it
omits a fact necessary to make the lawyer’s (b) A lawyer shall not compensate, promise or give
communication considered as a whole not materially anything of value to a person* for the purpose of
misleading. A truthful statement is also misleading if recommending or securing the services of the lawyer
it is presented in a manner that creates a or the lawyer’s law firm,* except that a lawyer may:
substantial* likelihood that it will lead a reasonable*
(1) pay the reasonable* costs of
person* to formulate a specific conclusion about the
advertisements or communications permitted
lawyer or the lawyer’s services for which there is no
by this rule;
reasonable* factual foundation. Any communication
that states or implies “no fee without recovery” is (2) pay the usual charges of a legal services
also misleading unless the communication also plan or a qualified lawyer referral service. A
expressly discloses whether or not the client will be qualified lawyer referral service is a lawyer
liable for costs. referral service established, sponsored and
operated in accordance with the State Bar of
[4] A communication that truthfully reports a
California’s Minimum Standards for a Lawyer
lawyer’s achievements on behalf of clients or former
Referral Service in California;
clients, or a testimonial about or endorsement of the
lawyer, may be misleading if presented so as to lead (3) pay for a law practice in accordance with
a reasonable* person* to form an unjustified rule 1.17;
expectation that the same results could be obtained
for other clients in similar matters without reference (4) refer clients to another lawyer or a
to the specific factual and legal circumstances of nonlawyer professional pursuant to an
each client’s case. Similarly, an unsubstantiated arrangement not otherwise prohibited under

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 RULES OF PROFESSIONAL CONDUCT

these Rules or the State Bar Act that provides development services, such as publicists, public-
for the other person* to refer clients or relations personnel, business-development staff, and
customers to the lawyer, if: website designers. See rule 5.3 for the duties of
lawyers and law firms* with respect to supervising
(i) the reciprocal referral arrangement the conduct of nonlawyers who prepare marketing
is not exclusive; and materials and provide client development services.

(ii) the client is informed of the [4] Paragraph (b)(4) permits a lawyer to make
existence and nature of the arrangement; referrals to another lawyer or nonlawyer
professional, in return for the undertaking of that
(5) offer or give a gift or gratuity to a person* person* to refer clients or customers to the lawyer.
having made a recommendation resulting in Such reciprocal referral arrangements must not
the employment of the lawyer or the lawyer’s interfere with the lawyer’s professional judgment as
law firm,* provided that the gift or gratuity was to making referrals or as to providing substantive
not offered or given in consideration of any legal services. (See rules 2.1 and 5.4(c).) Conflicts of
promise, agreement, or understanding that interest created by arrangements made pursuant to
such a gift or gratuity would be forthcoming or paragraph (b)(4) are governed by rule 1.7. A division
that referrals would be made or encouraged in of fees between or among lawyers not in the same
the future. law firm* is governed by rule 1.5.1.
(c) Any communication made pursuant to this rule
shall include the name and address of at least one Rule 7.3 Solicitation of Clients
lawyer or law firm* responsible for its content.
(a) A lawyer shall not by in-person, live telephone or
Comment real-time electronic contact solicit professional
employment when a significant motive for doing so is
[1] This rule permits public dissemination of
the lawyer’s pecuniary gain, unless the person*
accurate information concerning a lawyer and the
contacted:
lawyer’s services, including for example, the lawyer’s
name or firm* name, the lawyer’s contact (1) is a lawyer; or
information; the kinds of services the lawyer will
undertake; the basis on which the lawyer’s fees are (2) has a family, close personal, or prior
determined, including prices for specific services and professional relationship with the lawyer.
payment and credit arrangements; a lawyer’s foreign
language ability; names of references and, with their (b) A lawyer shall not solicit professional
consent, names of clients regularly represented; and employment by written,* recorded or electronic
other information that might invite the attention of communication or by in-person, telephone or real-
those seeking legal assistance. This rule, however, time electronic contact even when not otherwise
prohibits the dissemination of false or misleading prohibited by paragraph (a), if:
information, for example, an advertisement that sets
forth a specific fee or range of fees for a particular (1) the person* being solicited has made
service where, in fact, the lawyer charges or intends known* to the lawyer a desire not to be solicited
to charge a greater fee than that stated in the by the lawyer; or
advertisement.
(2) the solicitation is transmitted in any
[2] Neither this rule nor rule 7.3 prohibits manner which involves intrusion, coercion,
communications authorized by law, such as court- duress or harassment.
approved class action notices. (c) Every written,* recorded or electronic
communication from a lawyer soliciting professional
Paying Others to Recommend a Lawyer
employment from any person* known* to be in need
[3] Paragraph (b)(1) permits a lawyer to of legal services in a particular matter shall include the
compensate employees, agents, and vendors who word “Advertisement” or words of similar import on
are engaged to provide marketing or client- the outside envelope, if any, and at the beginning and

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 RULES OF PROFESSIONAL CONDUCT

ending of any recorded or electronic communication, [4] Lawyers who participate in a legal service plan as
unless the recipient of the communication is a permitted under paragraph (d) must comply with
person* specified in paragraphs (a)(1) or (a)(2), or rules 7.1, 7.2, and 7.3(b). (See also rules 5.4 and 8.4(a).)
unless it is apparent from the context that the
communication is an advertisement.
Rule 7.4 Communication of Fields of Practice
(d) Notwithstanding the prohibitions in paragraph and Specialization
(a), a lawyer may participate with a prepaid or group
legal service plan operated by an organization not (a) A lawyer shall not state that the lawyer is a
owned or directed by the lawyer that uses in-person, certified specialist in a particular field of law, unless:
live telephone or real-time electronic contact to solicit
memberships or subscriptions for the plan from (1) the lawyer is currently certified as a
persons* who are not known* to need legal services specialist by the Board of Legal Specialization, or
in a particular matter covered by the plan. any other entity accredited by the State Bar to
designate specialists pursuant to standards
(e) As used in this rule, the terms “solicitation” and adopted by the Board of Trustees; and
“solicit” refer to an oral or written* targeted
communication initiated by or on behalf of the lawyer (2) the name of the certifying organization is
that is directed to a specific person* and that offers to clearly identified in the communication.
provide, or can reasonably* be understood as offering (b) Notwithstanding paragraph (a), a lawyer may
to provide, legal services. communicate the fact that the lawyer does or does
Comment not practice in particular fields of law. A lawyer may
also communicate that his or her practice specializes
[1] A lawyer’s communication does not constitute a in, is limited to, or is concentrated in a particular field
solicitation if it is directed to the general public, such of law, subject to the requirements of rule 7.1.
as through a billboard, an Internet banner
advertisement, a website or a television commercial,
or if it is in response to a request for information or is Rule 7.5 Firm* Names and Trade Names
automatically generated in response to Internet
(a) A lawyer shall not use a firm* name, trade name
searches.
or other professional designation that violates rule
[2] Paragraph (a) does not apply to situations in 7.1.
which the lawyer is motivated by considerations other
(b) A lawyer in private practice shall not use a firm*
than the lawyer’s pecuniary gain. Therefore,
name, trade name or other professional designation
paragraph (a) does not prohibit a lawyer from
that states or implies a relationship with a
participating in constitutionally protected activities of
government agency or with a public or charitable legal
bona fide public or charitable legal-service
services organization, or otherwise violates rule 7.1.
organizations, or bona fide political, social, civic,
fraternal, employee or trade organizations whose (c) A lawyer shall not state or imply that the lawyer
purposes include providing or recommending legal practices in or has a professional relationship with a
services to its members or beneficiaries. (See, e.g., In law firm* or other organization unless that is the fact.
re Primus (1978) 436 U.S. 412 [98 S.Ct. 1893].)
Comment
[3] This rule does not prohibit a lawyer from
contacting representatives of organizations or groups The term “other professional designation” includes,
that may be interested in establishing a bona fide but is not limited to, logos, letterheads, URLs, and
group or prepaid legal plan for their members, signature blocks.
insureds, beneficiaries or other third parties for the
purpose of informing such entities of the availability Rule 7.6 [Reserved]
of and details concerning the plan or arrangement
which the lawyer or lawyer’s firm* is willing to offer.

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 RULES OF PROFESSIONAL CONDUCT

CHAPTER 8. rule 1.6. A lawyer representing a lawyer who is the

MAINTAINING THE INTEGRITY subject of a disciplinary proceeding is not governed by
this rule but is subject to the requirements of rule 3.3.
OF THE PROFESSION

Rule 8.1 False Statement Regarding Rule 8.1.1 Compliance with Conditions of
Application for Admission to Practice Law Discipline and Agreements in Lieu of Discipline

(a) An applicant for admission to practice law shall A lawyer shall comply with the terms and conditions
not, in connection with that person’s* own attached to any agreement in lieu of discipline, any
application for admission, make a statement of public or private reproval, or to other discipline
material fact that the lawyer knows* to be false, or administered by the State Bar pursuant to Business
make such a statement with reckless disregard as to and Professions Code sections 6077 and 6078 and
its truth or falsity. California Rules of Court, rule 9.19.

(b) A lawyer shall not, in connection with another Comment

person’s* application for admission to practice law,
make a statement of material fact that the lawyer Other provisions also require a lawyer to comply with
knows* to be false. agreements in lieu of discipline and conditions of
discipline. (See, e.g., Bus. & Prof. Code, § 6068, subds.
(c) An applicant for admission to practice law, or a (k), (l).)
lawyer in connection with an application for
admission, shall not fail to disclose a fact necessary to
correct a statement known* by the applicant or the Rule 8.2 Judicial Officials
lawyer to have created a material misapprehension in
the matter, except that this rule does not authorize (a) A lawyer shall not make a statement of fact that
disclosure of information protected by Business and the lawyer knows* to be false or with reckless
Professions Code section 6068, subdivision (e) and disregard as to its truth or falsity concerning the
rule 1.6. qualifications or integrity of a judge or judicial
officer, or of a candidate for election or appointment
(d) As used in this rule, “admission to practice law” to judicial office.
includes admission or readmission to membership in
the State Bar; reinstatement to active membership in (b) A lawyer who is a candidate for judicial office in
the State Bar; and any similar process relating to California shall comply with canon 5 of the California
admission or certification to practice law in California Code of Judicial Ethics. For purposes of this rule,
or elsewhere. “candidate for judicial office” means a lawyer
seeking judicial office by election. The determination
Comment of when a lawyer is a candidate for judicial office by
election is defined in the terminology section of the
[1] A person* who makes a false statement in California Code of Judicial Ethics. A lawyer’s duty to
connection with that person’s* own application for comply with this rule shall end when the lawyer
admission to practice law may be subject to discipline announces withdrawal of the lawyer’s candidacy or
under this rule after that person* has been admitted. when the results of the election are final, whichever
(See, e.g., In re Gossage (2000) 23 Cal.4th 1080 [99 occurs first.
Cal.Rptr.2d 130].)
(c) A lawyer who seeks appointment to judicial
[2] A lawyer’s duties with respect to a pro hac vice office shall comply with canon 5B(1) of the California
application or other application to a court for Code of Judicial Ethics. A lawyer becomes an
admission to practice law are governed by rule 3.3. applicant seeking judicial office by appointment at
the time of first submission of an application or
[3] A lawyer representing an applicant for admission personal data questionnaire to the appointing
to practice law is governed by the rules applicable to authority. A lawyer’s duty to comply with this rule
the lawyer-client relationship, including Business and shall end when the lawyer advises the appointing
Professions Code section 6068, subdivision (e)(1) and

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 RULES OF PROFESSIONAL CONDUCT

authority of the withdrawal of the lawyer’s rule 8.4.1(d) and (e); Bus. & Prof. Code, § 6068,
application. subd. (o).)

Comment [2] The duty to report under paragraph (a) is not

intended to discourage lawyers from seeking counsel.
To maintain the fair and independent administration This rule does not apply to a lawyer who is consulted
of justice, lawyers should defend judges and courts about or retained to represent a lawyer whose
unjustly criticized. Lawyers also are obligated to conduct is in question, or to a lawyer consulted in a
maintain the respect due to the courts of justice and professional capacity by another lawyer on whether
judicial officers. (See Bus. & Prof. Code, § 6068, subd. the inquiring lawyer has a duty to report a third-party
(b).) lawyer under this rule. The duty to report under
paragraph (a) does not apply if the report would
involve disclosure of information that is gained by a
Rule 8.3 Reporting Professional Misconduct
lawyer while participating as a member of a state or
(a) A lawyer shall, without undue delay, inform the local bar association ethics hotline or similar service.
State Bar, or a tribunal* with jurisdiction to
[3] The duty to report without undue delay under
investigate or act upon such misconduct, when the
paragraph (a) requires the lawyer to report as soon as
lawyer knows* of credible evidence that another
the lawyer reasonably believes* the reporting will not
lawyer has committed a criminal act or has engaged in
cause material prejudice or damage to the interests of
conduct involving dishonesty, fraud,* deceit, or
a client of the lawyer or a client of the lawyer’s firm.*
reckless or intentional misrepresentation or
The lawyer should also consider the applicability of
misappropriation of funds or property that raises a
other rules such as rules 1.4 (the duty to
substantial* question as to that lawyer’s honesty,
communicate), 1.7(b) (material limitation conflict), 5.1
trustworthiness, or fitness as a lawyer in other
(responsibilities of managerial and supervisorial
respects.
lawyers), and 5.2 (responsibilities of a subordinate
(b) Except as required by paragraph (a), a lawyer lawyer).
may, but is not required to, report to the State Bar a
[4] This rule limits the reporting obligation to those
violation of these Rules or the State Bar Act.
offenses that a self-regulating profession must
(c) For purposes of this rule, “criminal act” as used vigorously endeavor to prevent. A measure of
in paragraph (a) excludes conduct that would be a judgment is, therefore, required in complying with the
criminal act in another state, United States territory, provisions of this rule. The term “substantial*
or foreign jurisdiction, but would not be a criminal act question” refers to the seriousness of the possible
in California. offense and not the quantum of evidence of which
the lawyer is aware.
(d) This rule does not require or authorize
disclosure of information gained by a lawyer while [5] Information about a lawyer’s misconduct or
participating in a substance use or mental health fitness may be received by a lawyer while
program, or require disclosure of information participating in a substance use or mental health
protected by Business and Professions Code section program, including but not limited to the Attorney
6068, subdivision (e) and rules 1.6 and 1.8.2; Diversion and Assistance Program. (See Bus. & Prof.
mediation confidentiality; the lawyer-client privilege; Code, § 6234.) In these circumstances, providing for
other applicable privileges; or by other rules or laws, an exception to the reporting requirement of
including information that is confidential under paragraph (a) of this rule encourages lawyers to seek
Business and Professions Code section 6234. treatment through such programs. Conversely,
without such an exception, lawyers may hesitate to
Comment seek assistance from these programs, which may then
result in additional harm to their professional careers
[1] This rule does not abrogate a lawyer’s and additional injury to the welfare of clients and the
obligations to report the lawyer’s own conduct as public.
required by these rules or the State Bar Act. (See, e.g.,

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[6] The rule permits reporting to either the State Rule 8.4 Misconduct
Bar or to “a tribunal* with jurisdiction to investigate
or act upon such misconduct.” A determination It is professional misconduct for a lawyer to:
whether to report to a tribunal,* instead of the State
Bar, will depend on whether the misconduct arises (a) violate these rules or the State Bar Act,
during pending litigation and whether the particular knowingly* assist, solicit, or induce another to do so,
tribunal* has the power to “investigate or act upon” or do so through the acts of another;
the alleged misconduct. Where the litigation is
(b) commit a criminal act that reflects adversely on
pending before a non-judicial tribunal,* such as a
the lawyer’s honesty, trustworthiness, or fitness as a
private arbitrator, reporting to the tribunal* may not
lawyer in other respects;
be sufficient. If the tribunal* is a proper reporting
venue, evidence of lawyer misconduct adduced (c) engage in conduct involving dishonesty, fraud,*
during those proceedings may be admissible deceit, or reckless or intentional misrepresentation;
evidence in subsequent disciplinary proceedings.
(Caldwell v. State Bar (1975) 13 Cal.3d 488, 497.) (d) engage in conduct that is prejudicial to the
Furthermore, a report to the proper tribunal* may administration of justice;
also trigger obligations for the tribunal* to report
the misconduct to the State Bar or to take other (e) state or imply an ability to influence improperly
“appropriate corrective action.” (See Bus. & Prof. a government agency or official, or to achieve results
Code, §§ 6049.1, 6086.7, 6068.8; and Cal. Code of by means that violate these rules, the State Bar Act, or
Jud. Ethics, canon 3D(2).) other law; or

[7] A report under this rule to a tribunal* (f) knowingly* assist, solicit, or induce a judge or
concerning another lawyer’s criminal act or fraud* judicial officer in conduct that is a violation of an
may constitute a “reasonable* remedial measure” applicable code of judicial ethics or code of judicial
within the meaning of rule 3.3(b). conduct, or other law. For purposes of this rule,
“judge” and “judicial officer” have the same meaning
[8] In addition to reporting as required by as in rule 3.5(c).
paragraph (a), a report may also be made to another
appropriate agency. A lawyer must not threaten to Comment
present criminal, administrative or disciplinary
charges to obtain an advantage in a civil dispute in [1] A violation of this rule can occur when a lawyer
violation of rule 3.10. is acting in propria persona or when a lawyer is not
practicing law or acting in a professional capacity.
[9] A lawyer may also be disciplined for
participating in an agreement that precludes the [2] Paragraph (a) does not prohibit a lawyer from
reporting of a violation of the rules. (See rule 5.6(b); advising a client concerning action the client is legally
and Bus. & Prof. Code, § 6090.5.) entitled to take.

[10] Communications to the State Bar relating to [3] A lawyer may be disciplined for criminal acts as
lawyer misconduct are “privileged, and no lawsuit set forth in Business and Professions Code sections
predicated thereon may be instituted against any 6101 et seq., or if the criminal act constitutes “other
person.” (Bus. & Prof. Code, § 6094.) However, misconduct warranting discipline” as defined by
lawyers may be subject to criminal penalties for false California Supreme Court case law. (See In re Kelley
and malicious reports or complaints filed with the (1990) 52 Cal.3d 487 [276 Cal.Rptr. 375].)
State Bar or be subject to discipline or other
penalties by offering false statements or false [4] A lawyer may be disciplined under Business and
evidence to a tribunal.* (See rule 3.3(a); Bus. & Prof. Professions Code section 6106 for acts involving moral
Code, §§ 6043.5, subd. (a), 6068, subd. (d).) turpitude, dishonesty, or corruption, whether
intentional, reckless, or grossly negligent.
[Publisher’s Note: Rule 8.3 was approved by order of
the Supreme Court, effective August 1, 2023.] [5] Paragraph (c) does not apply where a lawyer
advises clients or others about, or supervises, lawful
covert activity in the investigation of violations of civil

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 RULES OF PROFESSIONAL CONDUCT

or criminal law or constitutional rights, provided the condition, genetic information, marital status,
lawyer’s conduct is otherwise in compliance with sex, gender, gender identity, gender expression,
these rules and the State Bar Act. sexual orientation, age, military and veteran
status, or other category of discrimination
[6] This rule does not prohibit those activities of a prohibited by applicable law, whether the
particular lawyer that are protected by the First category is actual or perceived;
Amendment to the United States Constitution or by
Article I, section 2 of the California Constitution. (2) “knowingly permit” means to fail to
advocate corrective action where the lawyer
knows* of a discriminatory policy or practice
Rule 8.4.1 Prohibited Discrimination, that results in the unlawful discrimination or
Harassment and Retaliation harassment prohibited by paragraph (b);

(a) In representing a client, or in terminating or (3) “unlawfully” and “unlawful” shall be

refusing to accept the representation of any client, a determined by reference to applicable state and
lawyer shall not: federal statutes and decisions making unlawful
discrimination or harassment in employment
(1) unlawfully harass or unlawfully and in offering goods and services to the public;
discriminate against persons* on the basis of any and
protected characteristic; or
(4) “retaliate” means to take adverse action
(2) unlawfully retaliate against persons.* against a person* because that person* has (i)
opposed, or (ii) pursued, participated in, or
(b) In relation to a law firm’s operations, a lawyer
assisted any action alleging, any conduct
shall not:
prohibited by paragraphs (a)(1) or (b)(1) of this
(1) on the basis of any protected rule.
characteristic,
(d) A lawyer who is the subject of a State Bar
(i) unlawfully discriminate or knowingly* investigation or State Bar Court proceeding alleging a
permit unlawful discrimination; violation of this rule shall promptly notify the State
Bar of any criminal, civil, or administrative action
(ii) unlawfully harass or knowingly* premised, whether in whole or part, on the same
permit the unlawful harassment of an conduct that is the subject of the State Bar
employee, an applicant, an unpaid intern investigation or State Bar Court proceeding.
or volunteer, or a person* providing
services pursuant to a contract; or (e) Upon being issued a notice of a disciplinary
charge under this rule, a lawyer shall:
(iii) unlawfully refuse to hire or employ a
person*, or refuse to select a person* for a (1) if the notice is of a disciplinary charge
training program leading to employment, under paragraph (a) of this rule, provide a copy
or bar or discharge a person* from of the notice to the California Department of
employment or from a training program Fair Employment and Housing and the United
leading to employment, or discriminate States Department of Justice, Coordination and
against a person* in compensation or in Review Section; or
terms, conditions, or privileges of
(2) if the notice is of a disciplinary charge
employment; or
under paragraph (b) of this rule, provide a copy
(2) unlawfully retaliate against persons.* of the notice to the California Department of
Fair Employment and Housing and the United
(c) For purposes of this rule: States Equal Employment Opportunity
Commission.
(1) “protected characteristic” means race,
religious creed, color, national origin, ancestry,
physical disability, mental disability, medical

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 RULES OF PROFESSIONAL CONDUCT

(f) This rule shall not preclude a lawyer from: underserved populations. A lawyer also does not
violate this rule by otherwise restricting who will be
(1) representing a client alleged to have accepted as clients for advocacy-based reasons, as
engaged in unlawful discrimination, harassment, required or permitted by these rules or other law.
or retaliation;
[4] This rule does not apply to conduct protected by
(2) declining or withdrawing from a the First Amendment to the United States
representation as required or permitted by rule Constitution or by Article I, section 2 of the California
1.16; or Constitution.

(3) providing advice and engaging in advocacy [5] What constitutes a failure to advocate corrective
as otherwise required or permitted by these action under paragraph (c)(2) will depend on the
rules and the State Bar Act. nature and seriousness of the discriminatory policy or
practice, the extent to which the lawyer knows* of
Comment unlawful discrimination or harassment resulting from
that policy or practice, and the nature of the lawyer’s
[1] Conduct that violates this rule undermines
relationship to the lawyer or law firm* implementing
confidence in the legal profession and our legal system
that policy or practice. For example, a law firm* non-
and is contrary to the fundamental principle that all
management and non-supervisorial lawyer who
people are created equal. A lawyer may not engage in
becomes aware that the law firm* is engaging in a
such conduct through the acts of another. (See rule
discriminatory hiring practice may advocate corrective
8.4(a).) In relation to a law firm’s operations, this rule
action by bringing that discriminatory practice to the
imposes on all law firm* lawyers the responsibility to
attention of a law firm* management lawyer who
advocate corrective action to address known*
would have responsibility under rule 5.1 or 5.3 to take
harassing or discriminatory conduct by the firm* or
reasonable* remedial action upon becoming aware of
any of its other lawyers or nonlawyer personnel. Law
a violation of this rule.
firm* management and supervisorial lawyers retain
their separate responsibility under rules 5.1 and 5.3. [6] Paragraph (d) ensures that the State Bar and the
Neither this rule nor rule 5.1 or 5.3 imposes on the State Bar Court will be provided with information
alleged victim of any conduct prohibited by this rule regarding related proceedings that may be relevant in
any responsibility to advocate corrective action. determining whether a State Bar investigation or a
State Bar Court proceeding relating to a violation of
[2] The conduct prohibited by paragraph (a)
this rule should be abated.
includes the conduct of a lawyer in a proceeding
before a judicial officer. (See Cal. Code Jud. Ethics, [7] Paragraph (e) recognizes the public policy served
canon 3B(6) [“A judge shall require lawyers in by enforcement of laws and regulations prohibiting
proceedings before the judge to refrain from unlawful discrimination, by ensuring that the state and
manifesting, by words or conduct, bias or prejudice federal agencies with primary responsibility for
based upon race, sex, gender, religion, national origin, coordinating the enforcement of those laws and
ethnicity, disability, age, sexual orientation, marital regulations is provided with notice of any allegation of
status, socioeconomic status, or political affiliation unlawful discrimination, harassment, or retaliation by
against parties, witnesses, counsel, or others.”].) A a lawyer that the State Bar finds has sufficient merit to
lawyer does not violate paragraph (a) by referring to warrant issuance of a notice of a disciplinary charge.
any particular status or group when the reference is
relevant to factual or legal issues or arguments in the [8] This rule permits the imposition of discipline for
representation. While both the parties and the court conduct that would not necessarily result in the award
retain discretion to refer such conduct to the State of a remedy in a civil or administrative proceeding if
Bar, a court’s finding that peremptory challenges such proceeding were filed.
were exercised on a discriminatory basis does not
alone establish a violation of paragraph (a). [9] A disciplinary investigation or proceeding for
conduct coming within this rule may also be initiated
[3] A lawyer does not violate this rule by limiting the and maintained if such conduct warrants discipline
scope or subject matter of the lawyer’s practice or by under California Business and Professions Code
limiting the lawyer’s practice to members of sections 6106 and 6068, the California Supreme

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 RULES OF PROFESSIONAL CONDUCT

Court’s inherent authority to impose discipline, or

other disciplinary standard.

Rule 8.5 Disciplinary Authority; Choice of Law

(a) Disciplinary Authority.

A lawyer admitted to practice in California is subject

to the disciplinary authority of California, regardless of
where the lawyer’s conduct occurs. A lawyer not
admitted in California is also subject to the disciplinary
authority of California if the lawyer provides or offers
to provide any legal services in California. A lawyer
may be subject to the disciplinary authority of both
California and another jurisdiction for the same
conduct.

(b) Choice of Law.

In any exercise of the disciplinary authority of

California, the rules of professional conduct to be
applied shall be as follows:

(1) for conduct in connection with a matter

pending before a tribunal,* the rules of the
jurisdiction in which the tribunal* sits, unless the
rules of the tribunal* provide otherwise; and

(2) for any other conduct, the rules of the

jurisdiction in which the lawyer’s conduct
occurred, or, if the predominant effect of the
conduct is in a different jurisdiction, the rules of
that jurisdiction shall be applied to the conduct.
A lawyer shall not be subject to discipline if the
lawyer’s conduct conforms to the rules of a
jurisdiction in which the lawyer reasonably
believes* the predominant effect of the lawyer’s
conduct will occur.

Comment

Disciplinary Authority

The conduct of a lawyer admitted to practice in

California is subject to the disciplinary authority of
California. (See Bus. & Prof. Code, §§ 6077, 6100.)
Extension of the disciplinary authority of California to
other lawyers who provide or offer to provide legal
services in California is for the protection of the
residents of California. A lawyer disciplined by a
disciplinary authority in another jurisdiction may be
subject to discipline in California for the same
conduct. (See, e.g., § 6049.1.)

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