Rules of Professional Conduct

TheRul
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2020
TABLE OF CONTENTS
RULES OF PROFESSIONAL CONDUCT Rule 1.8.8 Limiting Liability to Client 18

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

for Former and Current
Rule 1.2 Scope of Representation and Government Officials and
Allocation of Authority 4 Employees 21
Rule 1.2.1 Advising or Assisting the Violation Rule 1.12 Former Judge, Arbitrator,
of Law 5 Mediator, or Other Third-Party
Neutral 23
Rule 1.3 Diligence 5
Rule 1.13 Organization as Client 24
Rule 1.4 Communication with Clients 6
Rule 1.14 [Reserved] 26
Rule 1.4.1 Communication of Settlement
Offers 6 Rule 1.15 Safekeeping Funds and
Property of Clients and Other
Rule 1.4.2 Disclosure of Professional Persons* 26
Liability Insurance 6
Rule 1.16 Declining or Terminating
Rule 1.5 Fees for Legal Services 7 Representation 28
Rule 1.5.1 Fee Divisions Among Lawyers 8 Rule 1.17 Sale of a Law Practice 29
Rule 1.6 Confidential Information of a Rule 1.18 Duties to Prospective Client 31
Client 8
CHAPTER 2. COUNSELOR
Rule 1.7 Conflict of Interest: Current
Clients 12 Rule 2.1 Advisor 32
Rule 1.8.1 Business Transactions with a Rule 2.2 [Reserved] 32

Client and Pecuniary Interests
Adverse to a Client 15 Rule 2.3 [Reserved] 32
Rule 1.8.2 Use of Current Client’s Rule 2.4 Lawyer as Third-Party Neutral 32
Information 16 Rule 2.4.1 Lawyer as Temporary Judge,
Rule 1.8.3 Gifts from Client 16 Referee, or Court-Appointed
Arbitrator 32
Rule 1.8.4 [Reserved] 16
CHAPTER 3. ADVOCATE
Rule 1.8.5 Payment of Personal or Business
Expenses Incurred by or for a Rule 3.1 Meritorious Claims and
Client 16 Contentions 33
Rule 1.8.6 Compensation from One Other Rule 3.2 Delay of Litigation 33
than Client 17 Rule 3.3 Candor Toward the Tribunal* 33
Rule 1.8.7 Aggregate Settlements 18
2020 i
TABLE OF CONTENTS
Rule 3.4 Fairness to Opposing Party and CHAPTER 6. PUBLIC SERVICE

Counsel 35
Rule 3.5 Contact with Judges, Officials,
Employees, and Jurors 35 Rule 6.2 [Reserved] 48
Rule 3.6 Trial Publicity 36 Rule 6.3 Membership in Legal Services

Organization 48
Rule 3.7 Lawyer as Witness 37
Rule 3.8 Special Responsibilities of a
Prosecutor 38 Rule 6.5 Limited Legal Services
Programs 49
Rule 3.9 Advocate in Nonadjudicative
Proceedings 39 CHAPTER 7. INFORMATION ABOUT LEGAL
SERVICES
Rule 3.10 Threatening Criminal,
Administrative, or Disciplinary Rule 7.1 Communications Concerning
Charges 40 a Lawyer’s Services 50
CHAPTER 4. TRANSACTIONS WITH PERSONS* Rule 7.2 Advertising 50

OTHER THAN CLIENTS
Rule 7.3 Solicitation of Clients 51
Rule 4.1 Truthfulness in Statements to Rule 7.4 Communication of Fields of
Others 40
Practice and Specialization 52
Rule 4.2 Communication with a
Rule 7.5 Firm* Names and Trade Names 52
Represented Person* 41
Rule 4.3 Communicating with an
Unrepresented Person* 42 CHAPTER 8. MAINTAINING THE INTEGRITY OF THE
PROFESSION
Rule 4.4 Duties Concerning Inadvertently
Transmitted Writings* 43 Rule 8.1 False Statement Regarding
Application for Admission to
CHAPTER 5. LAW FIRMS* AND ASSOCIATIONS Practice Law 53
Rule 5.1 Responsibilities of Managerial
Rule 8.1.1 Compliance with Conditions
and Supervisory Lawyers 43
of Discipline and Agreements
Rule 5.2 Responsibilities of a in Lieu of Discipline 53
Subordinate Lawyer 44
Rule 8.2 Judicial Officials 53
Rule 5.3 Responsibilities Regarding
Nonlawyer Assistants 45
Rule 8.4 Misconduct 54
Rule 5.3.1 Employment of Disbarred,
Suspended, Resigned, or Rule 8.4.1 Prohibited Discrimination,
Involuntarily Inactive Lawyer 45 Harassment and Retaliation 54
Rule 5.4 Financial and Similar Rule 8.5 Disciplinary Authority; Choice
Arrangements with Nonlawyers 46 of Law 56
Rule 5.5 Unauthorized Practice of Law;
Multijurisdictional Practice of
Law 48
Rule 5.6 Restrictions on a Lawyer’s
Right to Practice 48
ii 2020
RULES OF PROFESSIONAL CONDUCT
CROSS-REFERENCE CHART
“1992” Rules of Professional Conduct Current Rules of Professional Conduct

Rules effective until October 31, 2018 Except as noted, rules 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 Nonlawyers
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 Nonlawyers
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 Nonlawyers
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 1.17 Sale of a Law Practice
or 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
3-110 Failing to Act Competently 1.1 Competence
3-110(B) 1.3 Diligence
2020 iii

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 1.7 Conflict of Interest: Current Clients
Interests
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 Clients
3-510 Communication of Settlement Offer 1.4.1 Communication of Settlement Offers
3-600 Organization as Client 1.13 Organization as Client
1
3-700 Termination of Employment 1.16 Declining or Terminating Representation
4-100 Preserving Identity of Funds and Property of a Client 1.15 Safekeeping Funds and Property of Clients and Other
Persons
4-200 Fees for Legal Services 1.5 Fees for Legal Services
4-210 Payment of Personal or Business Expenses Incurred by 1.8.5 Payment of Personal or Business Expenses Incurred by
or for a Client or for a Client
4-300 Purchasing Property at a Foreclosure or a Sale Subject 1.8.9 Purchasing Property at a Foreclosure or a Sale Subject
to Judicial Review to 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
2
5-110 Performing the Duty of Member in Government Service 3.8 Special Responsibilities of a Prosecutor
(Note: Rule 5-110 recently was revised effective November 2,
2017.)
5-120 Trial Publicity 3.6 Trial Publicity
5-200(A)-(D) Trial Conduct 3.3 Candor Toward the Tribunal
1
Rule 1.16, Comment [5] was amended by order of the Supreme Court, effective June 1, 2020.
2
iv 2020

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 recently was revised effective May 1, (Note: See also Rule 3.8(d) regarding the duties of a
2017.) 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
3
Rule 1.8.2 Use of Current Client’s Information
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
4
Rule 4.3 Communicating with an Unrepresented Person
Rule 4.4 Duties Concerning Inadvertently Transmitted Writings
Rule 5.3 Responsibilities Regarding Nonlawyer Assistants
Rule 6.3 Membership in Legal Services Organizations
3
But see Bus. & Prof. Code § 6068(e).
4
But see current rule 3-600(D) regarding similar duties in an organizational context.
2020 v
vi 2020
Current Rules of Professional Conduct “1992” Rules of Professional Conduct

Except as noted, rules effective on November 1, 2018 Rules effective until October 31, 2018
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 Competence 3-110 Failing to Act Competently
1.2 Scope of Representation and Allocation of Authority No California Rule Counterpart
1.2.1 Advising or Assisting the Violation of Law 3-210 Advising the Violation of Law
5
1.3 Diligence 3-110(B)
1.4 Communication with Clients 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
6
1.8.2 Use of Current Client’s Information No California Rule Counterpart
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 4-300 Purchasing Property at a Foreclosure or a Sale Subject
to Judicial Review to Judicial Review
1.8.10 Sexual Relations with Current Client 3-120 Sexual Relations With Client
1.8.11 Imputation of Prohibitions Under Rules 1.8.1 to 1.8.9 No California Rule Counterpart
1.9 Duties To Former Clients 3-310(E)
1.10 Imputation of Conflicts of Interest: General Rule No California Rule Counterpart
5
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.)
6
But see Cal. Bus. & Prof. Code § 6068(e)(1).
2020 vii

1.11 Special Conflicts of Interest for Former and Current No California Rule Counterpart
Government Officials and Employees
1.12 Former Judge, Arbitrator, Mediator or Other Third-Party No California Rule Counterpart
Neutral
1.13 Organization as Client 3-600 Organization as Client
7
1.14 [Reserved]
1.15 Safekeeping Funds and Property of Clients and Other 4-100 Preserving Identity of Funds and Property of a Client
Persons
8
1.16 Declining or Terminating Representation 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 California Rule Counterpart
2.1 Advisor No California Rule Counterpart
9
2.2 [Reserved]
10
2.3 [Reserved]
2.4 Lawyer as Third-Party Neutral No 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 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 recently was revised effective
May 1, 2017.)
5-310 Prohibited Contact With Witnesses
(Note: See also Rule 5-110 that recently 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
3.6 Trial Publicity 5-120 Trial Publicity
3.7 Lawyer as Witness 5-210 Member as Witness
7
ABA Model Rule 1.14 (“Client With Diminished Capacity”) has not been adopted in California.
8
9
ABA Model Rule 2.2 was deleted and has not been adopted in California.
10
ABA Model Rule 2.3 (“Evaluation For Use By Third Persons”) has not been adopted in California.
viii 2020

11
3.8 Special Responsibilities of a Prosecutor 5-110 Performing the Duty of Member in Government
Service
(Note: Rule 5-110 recently was revised effective November 2,
2017.)
3.9 Advocate in Non-adjudicative Proceedings No 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 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 California Rule Counterpart
4.4 Duties Concerning Inadvertently Transmitted Writings No California Rule Counterpart
12
5.1 Responsibilities of Managerial and Supervisory Lawyers No California Rule Counterpart
5.2 Responsibilities of a Subordinate Lawyer No California Rule Counterpart
13
5.3 Responsibilities Regarding Nonlawyer Assistants No California Rule Counterpart
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 Nonlawyers 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 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
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
14
7.6 [Reserved]
11
12
But see rule 3-110, Discussion ¶. 1.
13
But see rule 3-110, Discussion ¶. 1.
2020 ix

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
15
8.3 [Reserved]
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
ABA Model Rule 8.3 (“Reporting Professional Misconduct”) has not been adopted in California.
x 2020
(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 revision 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,
2020 CURRENT RULES 1

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.

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.

(b) For purposes of this rule, “competence” in any entered, whether to waive jury trial and whether the
legal service shall mean to apply the (i) learning and client will testify.
skill, and (ii) mental, emotional, and physical ability
reasonably* necessary for the performance of such (b) A lawyer may limit the scope of the
service. representation if the limitation is reasonable* under
the circumstances, is not otherwise prohibited by law,
(c) If a lawyer does not have sufficient learning and and the client gives informed consent.*
skill when the legal services are undertaken, the
lawyer nonetheless may provide competent Comment
representation by (i) associating with or, where
appropriate, professionally consulting another lawyer Allocation of Authority between Client and Lawyer
whom the lawyer reasonably believes* to be
[1] Paragraph (a) confers upon the client the
competent, (ii) acquiring sufficient learning and skill
ultimate authority to determine the purposes to be
before performance is required, or (iii) referring the
served by legal representation, within the limits
matter to another lawyer whom the lawyer
imposed by law and the lawyer’s professional
reasonably believes* to be competent.
obligations. (See, e.g., Cal. Const., art. I, § 16; Pen.
(d) In an emergency a lawyer may give advice or Code, § 1018.) A lawyer retained to represent a client
assistance in a matter in which the lawyer does not is authorized to act on behalf of the client, such as in
have the skill ordinarily required if referral to, or procedural matters and in making certain tactical
association or consultation with, another lawyer decisions. A lawyer is not authorized merely by virtue
would be impractical. Assistance in an emergency of the lawyer’s retention to impair the client’s
must be limited to that reasonably* necessary in the substantive rights or the client’s claim itself. (Blanton
circumstances. v. Womancare, Inc. (1985) 38 Cal.3d 396, 404 [212
Cal.Rptr. 151, 156].)
Comment
[2] At the outset of, or during a representation, the
[1] This rule addresses only a lawyer’s responsibility client may authorize the lawyer to take specific action
for his or her own professional competence. See rules on the client’s behalf without further consultation.
5.1 and 5.3 with respect to a lawyer’s disciplinary Absent a material change in circumstances and
responsibility for supervising subordinate lawyers and subject to rule 1.4, a lawyer may rely on such an
nonlawyers. advance authorization. The client may revoke such
authority at any time.
[2] See rule 1.3 with respect to a lawyer’s duty to
act with reasonable* diligence. Independence from Client’s Views or Activities
[3] A lawyer’s representation of a client, including

Rule 1.2 Scope of Representation and representation by appointment, does not constitute
Allocation of Authority an endorsement of the client’s political, economic,
social or moral views or activities.
(a) Subject to rule 1.2.1, a lawyer shall abide by a
client’s decisions concerning the objectives of Agreements Limiting Scope of Representation
representation and, as required by rule 1.4, shall
reasonably* consult with the client as to the means by [4] All agreements concerning a lawyer’s
which they are to be pursued. Subject to Business representation of a client must accord with the Rules
and Professions Code section 6068, subdivision (e)(1) of Professional Conduct and other law. (See, e.g.,
and rule 1.6, a lawyer may take such action on behalf rules 1.1, 1.8.1, 5.6; see also Cal. Rules of Court, rules
of the client as is impliedly authorized to carry out the 3.35-3.37 [limited scope rules applicable in civil
representation. A lawyer shall abide by a client’s matters generally], 5.425 [limited scope rule
decision whether to settle a matter. Except as applicable in family law matters].)
otherwise provided by law in a criminal case, the
lawyer shall abide by the client’s decision, after
consultation with the lawyer, as to a plea to be

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

[2] See rule 1.1 with respect to a lawyer’s duty to [2] A lawyer may comply with paragraph (a)(3) by
perform legal services with competence. providing to the client copies of significant documents
by electronic or other means. This rule does not
prohibit a lawyer from seeking recovery of the
Rule 1.4 Communication with Clients lawyer’s expense in any subsequent legal proceeding.
(a) A lawyer shall: [3] Paragraph (c) applies during a representation
and does not alter the obligations applicable at
(1) promptly inform the client of any decision
termination of a representation. (See rule 1.16(e)(1).)
or circumstance with respect to which disclosure
or the client’s informed consent* is required by [4] This rule is not intended to create, augment,
these rules or the State Bar Act; diminish, or eliminate any application of the work
product rule. The obligation of the lawyer to provide
(2) reasonably* consult with the client about
work product to the client shall be governed by
the means by which to accomplish the client’s
relevant statutory and decisional law.
objectives in the representation;
(3) keep the client reasonably* informed Rule 1.4.1 Communication of Settlement Offers
about significant developments relating to the
representation, including promptly complying (a) A lawyer shall promptly communicate to the
with reasonable* requests for information and lawyer’s client:
copies of significant documents when necessary
to keep the client so informed; and (1) all terms and conditions of a proposed plea
bargain or other dispositive offer made to the
(4) advise the client about any relevant client in a criminal matter; and
limitation on the lawyer’s conduct when the
lawyer knows* that the client expects assistance (2) all amounts, terms, and conditions of any
not permitted by the Rules of Professional written* offer of settlement made to the client
Conduct or other law. in all other matters.
(b) A lawyer shall explain a matter to the extent (b) As used in this rule, “client” includes a person*
reasonably* necessary to permit the client to make who possesses the authority to accept an offer of
informed decisions regarding the representation. settlement or plea, or, in a class action, all the named
representatives of the class.
(c) A lawyer may delay transmission of information
to a client if the lawyer reasonably believes* that the Comment
client would be likely to react in a way that may cause
imminent harm to the client or others. An oral offer of settlement made to the client in a civil
matter must also be communicated if it is a
(d) A lawyer’s obligation under this rule to provide “significant development” under rule 1.4.
information and documents is subject to any
applicable protective order, non-disclosure
agreement, or limitation under statutory or decisional Rule 1.4.2 Disclosure of Professional Liability
law. Insurance
Comment (a) A lawyer who knows* or reasonably should

know* that the lawyer does not have professional
[1] A lawyer will not be subject to discipline under liability insurance shall inform a client in writing,* at
paragraph (a)(3) of this rule for failing to the time of the client’s engagement of the lawyer,
communicate insignificant or irrelevant information. that the lawyer does not have professional liability
(See Bus. & Prof. Code, § 6068, subd. (m).) Whether a insurance.
particular development is significant will generally
depend on the surrounding facts and circumstances. (b) If notice under paragraph (a) has not been
provided at the time of a client’s engagement of the
lawyer, the lawyer shall inform the client in writing*

within thirty days of the date the lawyer knows* or to situations involving direct employment and
reasonably should know* that the lawyer no longer representation, and does not, for example, apply to
has professional liability insurance during the outside counsel for a private or governmental entity,
representation of the client. or to counsel retained by an insurer to represent an
insured. If a lawyer is employed by and provides legal
(c) This rule does not apply to: services directly for a private entity or a federal, state
or local governmental entity, that entity is presumed
(1) a lawyer who knows* or reasonably should to know* whether the lawyer is or is not covered by
know* at the time of the client’s engagement of professional liability insurance.
the lawyer that the lawyer’s legal representation
of the client in the matter will not exceed four
hours; provided that if the representation Rule 1.5 Fees for Legal Services
subsequently exceeds four hours, the lawyer
must comply with paragraphs (a) and (b); (a) A lawyer shall not make an agreement for,
charge, or collect an unconscionable or illegal fee.
(2) a lawyer who is employed as a government
lawyer or in-house counsel when that lawyer is (b) Unconscionability of a fee shall be determined
representing or providing legal advice to a client on the basis of all the facts and circumstances existing
in that capacity; at the time the agreement is entered into except
where the parties contemplate that the fee will be
(3) a lawyer who is rendering legal services in affected by later events. The factors to be considered
an emergency to avoid foreseeable prejudice to in determining the unconscionability of a fee include
the rights or interests of the client; without limitation the following:
(4) a lawyer who has previously advised the (1) whether the lawyer engaged in fraud* or
client in writing* under paragraph (a) or (b) that overreaching in negotiating or setting the fee;
the lawyer does not have professional liability
insurance. (2) whether the lawyer has failed to disclose
material facts;
Comment
(3) the amount of the fee in proportion to the
[1] The disclosure obligation imposed by paragraph value of the services performed;
(a) applies with respect to new clients and new
engagements with returning clients. (4) the relative sophistication of the lawyer
and the client;
[2] A lawyer may use the following language in
making the disclosure required by paragraph (a), and (5) the novelty and difficulty of the questions
may include that language in a written* fee involved, and the skill requisite to perform the
agreement with the client or in a separate writing: legal service properly;
“Pursuant to rule 1.4.2 of the California (6) the likelihood, if apparent to the client,
Rules of Professional Conduct, I am that the acceptance of the particular
informing you in writing that I do not have employment will preclude other employment by
professional liability insurance.” the lawyer;
[3] A lawyer may use the following language in (7) the amount involved and the results
making the disclosure required by paragraph (b): obtained;
“Pursuant to rule 1.4.2 of the California (8) the time limitations imposed by the client
Rules of Professional Conduct, I am or by the circumstances;
informing you in writing that I no longer
have professional liability insurance.” (9) the nature and length of the professional
relationship with the client;
[4] The exception in paragraph (c)(2) for
government lawyers and in-house counsels is limited

(10) the experience, reputation, and ability of Payment of Fees in Advance of Services
the lawyer or lawyers performing the services;
[2] Rule 1.15(a) and (b) govern whether a lawyer
(11) whether the fee is fixed or contingent; 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,
the lawyer must refund the unearned portion of a fee.
(13) whether the client gave informed consent* (See rule 1.16(e)(2).)
to the fee.
Division of Fee
(c) A lawyer shall not make an agreement for,
charge, or collect: [4] A division of fees among lawyers is governed by
rule 1.5.1.
(1) any fee in a family law matter, the
payment or amount of which is contingent upon Written* Fee Agreements
the securing of a dissolution or declaration of
nullity of a marriage or upon the amount of [5] Some fee agreements must be in writing* to be
spousal or child support, or property settlement enforceable. (See, e.g., Bus. & Prof. Code, §§ 6147
in lieu thereof; or 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 (a) Lawyers who are not in the same law firm* shall
collect a fee that is denominated as “earned on not divide a fee for legal services unless:
receipt” or “non-refundable,” or in similar terms, only
(1) the lawyers enter into a written*
if the fee is a true retainer and the client agrees in
agreement to divide the fee;
writing* after disclosure that the client will not be
entitled to a refund of all or part of the fee charged. A (2) the client has consented in writing,* either
true retainer is a fee that a client pays to a lawyer to at the time the lawyers enter into the
ensure the lawyer’s availability to the client during a agreement to divide the fee or as soon
specified period or on a specified matter, but not to thereafter as reasonably* practicable, after a full
any extent as compensation for legal services written* disclosure to the client of: (i) the fact
performed or to be performed. that a division of fees will be made; (ii) the
identity of the lawyers or law firms* that are
(e) A lawyer may make an agreement for, charge, or
parties to the division; and (iii) the terms of the
collect a flat fee for specified legal services. A flat fee
division; and
is a fixed amount that constitutes complete payment
for the performance of described services regardless (3) the total fee charged by all lawyers is not
of the amount of work ultimately involved, and which increased solely by reason of the agreement to
may be paid in whole or in part in advance of the divide fees.
lawyer providing those services.
(b) This rule does not apply to a division of fees
Comment pursuant to court order.
Prohibited Contingent Fees Comment
[1] Paragraph (c)(1) does not preclude a contract for The writing* requirements of paragraphs (a)(1) and
a contingent fee for legal representation in (a)(2) may be satisfied by one or more writings.*
connection with the recovery of post-judgment
balances due under child or spousal support or other
financial orders. Rule 1.6 Confidential Information of a Client
(a) A lawyer shall not reveal information protected

from disclosure by Business and Professions Code

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

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 (6) the nature and extent of information that
6068, subdivision (e)(2) nor paragraph (b) imposes an must be disclosed to prevent the criminal act or
affirmative obligation on a lawyer to reveal threatened harm.
information protected by Business and Professions
A lawyer may also consider whether the prospective
Code section 6068, subdivision (e)(1) in order to
harm to the victim or victims is imminent in deciding
prevent harm. A lawyer may decide not to reveal
whether to disclose the information protected by
such information. Whether a lawyer chooses to
section 6068, subdivision (e)(1). However, the
reveal information protected by section 6068,
imminence of the harm is not a prerequisite to
subdivision (e)(1) as permitted under this rule is a
disclosure and a lawyer may disclose the information
matter for the individual lawyer to decide, based on
protected by section 6068, subdivision (e)(1) without
all the facts and circumstances, such as those
waiting until immediately before the harm is likely to
discussed in Comment [6] of this rule.
occur.

Whether to counsel client or third person* not to Disclosure of information protected by Business and
commit a criminal act reasonably* likely to result in Professions Code section 6068, subdivision (e)(1) must
death or substantial* bodily harm be no more than is reasonably* necessary to prevent
the criminal act
[7] Paragraph (c)(1) provides that before a lawyer
may reveal information protected by Business and [8] Paragraph (d) requires that disclosure of
Professions Code section 6068, subdivision (e)(1), the information protected by Business and Professions
lawyer must, if reasonable* under the circumstances, Code section 6068, subdivision (e) as permitted by
make a good faith effort to persuade the client not to paragraph (b), when made, must be no more
commit or to continue the criminal act, or to persuade extensive than is necessary to prevent the criminal
the client to otherwise pursue a course of conduct act. Disclosure should allow access to the information
that will prevent the threatened death or substantial* to only those persons* who the lawyer reasonably
bodily harm, including persuading the client to take believes* can act to prevent the harm. Under some
action to prevent a third person* from committing or circumstances, a lawyer may determine that the best
continuing a criminal act. If necessary, the client may course to pursue is to make an anonymous disclosure
be persuaded to do both. The interests protected by to the potential victim or relevant law-enforcement
such counseling are the client’s interests in limiting authorities. What particular measures are
disclosure of information protected by section 6068, reasonable* depends on the circumstances known*
subdivision (e) and in taking responsible action to deal to the lawyer. Relevant circumstances include the
with situations attributable to the client. If a client, time available, whether the victim might be unaware
whether in response to the lawyer’s counseling or of the threat, the lawyer’s prior course of dealings
otherwise, takes corrective action — such as by with the client, and the extent of the adverse effect
ceasing the client’s own criminal act or by dissuading on the client that may result from the disclosure
a third person* from committing or continuing a contemplated by the lawyer.
criminal act before harm is caused — the option for
permissive disclosure by the lawyer would cease Informing client pursuant to paragraph (c)(2) of
because the threat posed by the criminal act would no lawyer’s ability or decision to reveal information
longer be present. When the actor is a nonclient or protected by Business and Professions Code section
when the act is deliberate or malicious, the lawyer 6068, subdivision (e)(1)
who contemplates making adverse disclosure of
protected information may reasonably* conclude that [9] A lawyer is required to keep a client reasonably*
the compelling interests of the lawyer or others in informed about significant developments regarding
their own personal safety preclude personal contact the representation. (See rule 1.4; Bus. & Prof. Code, §
with the actor. Before counseling an actor who is a 6068, subd. (m).) Paragraph (c)(2), however,
nonclient, the lawyer should, if reasonable* under the recognizes that under certain circumstances,
circumstances, first advise the client of the lawyer’s informing a client of the lawyer’s ability or decision to
intended course of action. If a client or another reveal information protected by section 6068,
person* has already acted but the intended harm has subdivision (e)(1) as permitted in paragraph (b) would
not yet occurred, the lawyer should consider, if likely increase the risk of death or substantial* bodily
reasonable* under the circumstances, efforts to harm, not only to the originally-intended victims of
persuade the client or third person* to warn the the criminal act, but also to the client or members of
victim or consider other appropriate action to prevent the client’s family, or to the lawyer or the lawyer’s
the harm. Even when the lawyer has concluded that family or associates. Therefore, paragraph (c)(2)
paragraph (b) does not permit the lawyer to reveal requires a lawyer to inform the client of the lawyer’s
information protected by section 6068, subdivision ability or decision to reveal information protected by
(e)(1), the lawyer nevertheless is permitted to counsel section 6068, subdivision (e)(1) as permitted in
the client as to why it may be in the client’s best paragraph (b) only if it is reasonable* to do so under
interest to consent to the attorney’s disclosure of that the circumstances. Paragraph (c)(2) further recognizes
information. that the appropriate time for the lawyer to inform the
client may vary depending upon the circumstances.
(See Comment [10] of this rule.) Among the factors to
be considered in determining an appropriate time, if
any, to inform a client are:

(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
(5) the likelihood that the client’s matter will compelling interest in not informing the client, such as
involve information within paragraph (b); to protect the lawyer, the lawyer’s family or a third
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
the death of, or substantial* bodily harm to, an Other consequences of the lawyer’s disclosure
individual; and
[12] Depending upon the circumstances of a lawyer’s
(7) the lawyer’s belief,* if applicable, that disclosure of information protected by Business and
good faith efforts to persuade a client not to act Professions Code section 6068, subdivision (e)(1) as
on a threat have failed. permitted by this rule, there may be other important
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
limits on confidentiality may have a chilling effect on [13] This rule is not intended to augment, diminish,
client communication. (See Comment [1].) To avoid or preclude any other exceptions to the duty to
that chilling effect, one lawyer may choose to inform preserve information protected by Business and
the client of the lawyer’s ability to reveal information Professions Code section 6068, subdivision (e)(1)
protected by section 6068, subdivision (e)(1) as early recognized under California law.
as the outset of the representation, while another
lawyer may choose to inform a client only at a point
Rule 1.7 Conflict of Interest: Current Clients
when that client has imparted information that comes
within paragraph (b), or even choose not to inform a (a) A lawyer shall not, without informed written
client until such time as the lawyer attempts to consent* from each client and compliance with
counsel the client as contemplated in Comment [7]. paragraph (d), represent a client if the representation
In each situation, the lawyer will have satisfied the is directly adverse to another client in the same or a
lawyer’s obligation under paragraph (c)(2), and will separate matter.
not be subject to discipline.
(b) A lawyer shall not, without informed written
Informing client that disclosure has been made; consent* from each affected client and compliance
termination of the lawyer-client relationship with paragraph (d), represent a client if there is a
significant risk the lawyer’s representation of the
[11] When a lawyer has revealed information
client will be materially limited by the lawyer’s
protected by Business and Professions Code section
responsibilities to or relationships with another client,

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
ruling or other determination, contract, transaction, indicating that direct adversity exists between the
claim, controversy, investigation, charge, accusation, clients, the lawyer must obtain further informed
arrest, or other deliberation, decision, or action that is written consent* of the clients under paragraph (a).
focused on the interests of specific persons,* or a
discrete and identifiable class of persons.* [3] In State Farm Mutual Automobile Insurance
Company v. Federal Insurance Company (1999) 72
Comment Cal.App.4th 1422 [86 Cal.Rptr.2d 20], the court held
that paragraph (C)(3) of predecessor rule 3-310 was
[1] Loyalty and independent judgment are essential
violated when a lawyer, retained by an insurer to
elements in the lawyer’s relationship to a client. The
defend one suit, and while that suit was still pending,
duty of undivided loyalty to a current client prohibits
filed a direct action against the same insurer in an
undertaking representation directly adverse to that
unrelated action without securing the insurer’s
client without that client’s informed written consent.*
consent. Notwithstanding State Farm, paragraph (a)
Thus, absent consent, a lawyer may not act as an
does not apply with respect to the relationship

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
lawyer’s representation of the client. However, if the consent* may not suffice to permit representation.
particular circumstances present a significant risk the (See Woods v. Superior Court (1983) 149 Cal.App.3d
relationship will materially limit the lawyer’s 931 [197 Cal.Rptr. 185]; Klemm v. Superior Court
representation of the client, informed written (1977) 75 Cal.App.3d 893 [142 Cal.Rptr. 509]; Ishmael
consent* is required under paragraph (b). v. Millington (1966) 241 Cal.App.2d 520 [50 Cal.Rptr.
592].)
[6] Ordinarily paragraphs (a) and (b) will not require
informed written consent* simply because a lawyer [9] This rule does not preclude an informed written
takes inconsistent legal positions in different consent* to a future conflict in compliance with
tribunals* at different times on behalf of different applicable case law. The effectiveness of an advance
clients. Advocating a legal position on behalf of a consent is generally determined by the extent to
client that might create precedent adverse to the which the client reasonably* understands the
interests of another client represented by a lawyer in material risks that the consent entails. The more
an unrelated matter is not sufficient, standing alone, comprehensive the explanation of the types of future

representations that might arise and the actual and client in a manner that should reasonably* have been
reasonably* foreseeable adverse consequences to the understood by the client;
client of those representations, the greater the
likelihood that the client will have the requisite (b) the client either is represented in the transaction
understanding. The experience and sophistication of or acquisition by an independent lawyer of the client’s
the client giving consent, as well as whether the client choice or the client is advised in writing* to seek the
is independently represented in connection with advice of an independent lawyer of the client’s choice
giving consent, are also relevant in determining and is given a reasonable* opportunity to seek that
whether the client reasonably* understands the risks advice; and
involved in giving consent. An advance consent
cannot be effective if the circumstances that (c) the client thereafter provides informed written
materialize in the future make the conflict consent* to the terms of the transaction or
nonconsentable under paragraph (d). A lawyer who acquisition, and to the lawyer’s role in it.
obtains from a client an advance consent that
Comment
complies with this rule will have all the duties of a
lawyer to that client except as expressly limited by the [1] A lawyer has an “other pecuniary interest
consent. A lawyer cannot obtain an advance consent adverse to a client” within the meaning of this rule
to incompetent representation. (See rule 1.8.8.) when the lawyer possesses a legal right to significantly
impair or prejudice the client’s rights or interests
[10] A material change in circumstances relevant to
without court action. (See Fletcher v. Davis (2004) 33
application of this rule may trigger a requirement to
Cal.4th 61, 68 [14 Cal.Rptr.3d 58]; see also Bus. &
make new disclosures and, where applicable, obtain
Prof. Code, § 6175.3 [Sale of financial products to
new informed written consents.* In the absence of
elder or dependent adult clients; Disclosure]; Fam.
such consents, depending on the circumstances, the
Code, §§ 2033-2034 [Attorney lien on community real
lawyer may have the option to withdraw from one or
property].) However, this rule does not apply to a
more of the representations in order to avoid the
charging lien given to secure payment of a
conflict. The lawyer must seek court approval where
contingency fee. (See Plummer v. Day/Eisenberg, LLP
necessary and take steps to minimize harm to the
(2010) 184 Cal.App.4th 38 [108 Cal.Rptr.3d 455].)
clients. See rule 1.16. The lawyer must continue to
protect the confidences of the clients from whose [2] For purposes of this rule, factors that can be
representation the lawyer has withdrawn. (See rule considered in determining whether a lawyer is
1.9(c).) independent include whether the lawyer: (i) has a
financial interest in the transaction or acquisition; and
[11] For special rules governing membership in a
(ii) has a close legal, business, financial, professional
legal service organization, see rule 6.3; and for work in
or personal relationship with the lawyer seeking the
conjunction with certain limited legal services
client’s consent.
programs, see rule 6.5.
[3] Fairness and reasonableness under paragraph
(a) are measured at the time of the transaction or
Rule 1.8.1 Business Transactions with a Client
acquisition based on the facts that then exist.
and Pecuniary Interests Adverse to a Client
[4] In some circumstances, this rule may apply to a
A lawyer shall not enter into a business transaction
transaction entered into with a former client.
with a client, or knowingly* acquire an ownership,
(Compare Hunniecutt v. State Bar (1988) 44 Cal.3d
possessory, security or other pecuniary interest
362, 370-71 [“[W]hen an attorney enters into a
adverse to a client, unless each of the following
transaction with a former client regarding a fund
requirements has been satisfied:
which resulted from the attorney’s representation, it
(a) the transaction or acquisition and its terms are is reasonable to examine the relationship between
fair and reasonable* to the client and the terms and the parties for indications of special trust resulting
the lawyer’s role in the transaction or acquisition are therefrom. We conclude that if there is evidence that
fully disclosed and transmitted in writing* to the the client placed his trust in the attorney because of
the representation, an attorney-client relationship
exists for the purposes of [the predecessor rule] even

if the representation has otherwise ended [and] It Rule 1.8.3 Gifts from Client
appears that [the client] became a target of [the
lawyer’s] solicitation because he knew, through his (a) A lawyer shall not:
representation of her, that she had recently received
the settlement fund [and the court also found the (1) solicit a client to make a substantial* gift,
client to be unsophisticated].”] with Wallis v. State including a testamentary gift, to the lawyer or a
Bar (1942) 21 Cal.2d 322 [finding lawyer not subject person* related to the lawyer, unless the lawyer
to discipline for entering into business transaction or other recipient of the gift is related to the
with a former client where the former client was a client, or
sophisticated businesswoman who had actively
(2) prepare on behalf of a client an instrument
negotiated for terms she thought desirable, and the
giving the lawyer or a person* related to the
transaction was not connected with the matter on
lawyer any substantial* gift, unless (i) the lawyer
which the lawyer previously represented her].)
or other recipient of the gift is related to the
[5] This rule does not apply to the agreement by client, or (ii) the client has been advised by an
which the lawyer is retained by the client, unless the independent lawyer who has provided a
agreement confers on the lawyer an ownership, certificate of independent review that complies
possessory, security, or other pecuniary interest with the requirements of Probate Code section
adverse to the client. Such an agreement is governed, 21384.
in part, by rule 1.5. This rule also does not apply to an
(b) For purposes of this rule, related persons*
agreement to advance to or deposit with a lawyer a
include a person* who is “related by blood or affinity”
sum to be applied to fees, or costs or other expenses,
as that term is defined in California Probate Code
to be incurred in the future. Such agreements are
section 21374, subdivision (a).
governed, in part, by rules 1.5 and 1.15.
Comment
[6] This rule does not apply: (i) where a lawyer and
client each make an investment on terms offered by a [1] A lawyer or a person* related to a lawyer may
third person* to the general public or a significant accept a gift from the lawyer’s client, subject to
portion thereof; or (ii) to standard commercial general standards of fairness and absence of undue
transactions for products or services that a lawyer influence. A lawyer also does not violate this rule
acquires from a client on the same terms that the merely by engaging in conduct that might result in a
client generally markets them to others, where the client making a gift, such as by sending the client a
lawyer has no advantage in dealing with the client. wedding announcement. Discipline is appropriate
where impermissible influence occurs. (See Magee v.
Rule 1.8.2 Use of Current Client’s Information State Bar (1962) 58 Cal.2d 423 [24 Cal.Rptr. 839].)
A lawyer shall not use a client’s information protected [2] This rule does not prohibit a lawyer from seeking
by Business and Professions Code section 6068, to have the lawyer or a partner* or associate of the
subdivision (e)(1) to the disadvantage of the client lawyer named as executor of the client’s estate or to
unless the client gives informed consent,* except as another potentially lucrative fiduciary position. Such
permitted by these rules or the State Bar Act. appointments, however, will be subject to rule 1.7(b)
and (c).
Comment
A lawyer violates the duty of loyalty by using Rule 1.8.4 [Reserved]

information protected by Business and Professions
Code section 6068, subdivision (e)(1) to the
Rule 1.8.5 Payment of Personal or Business
disadvantage of a current client.
Expenses Incurred by or for a Client
(a) A lawyer shall not directly or indirectly pay or

agree to pay, guarantee, or represent that the lawyer

or lawyer’s law firm* will pay the personal or business (c) the lawyer obtains the client’s informed written
expenses of a prospective or existing client. consent* at or before the time the lawyer has
entered into the agreement for, charged, or
(b) Notwithstanding paragraph (a), a lawyer may: accepted the compensation, or as soon thereafter as
reasonably* practicable, provided that no disclosure
(1) pay or agree to pay such expenses to third or consent is required if:
persons,* from funds collected or to be collected
for the client as a result of the representation, (1) nondisclosure or the compensation is
with the consent of the client; otherwise authorized by law or a court order;
or
(2) after the lawyer is retained by the client,
agree to lend money to the client based on the (2) the lawyer is rendering legal services on
client’s written* promise to repay the loan, behalf of any public agency or nonprofit
provided the lawyer complies with rules 1.7(b), organization that provides legal services to
1.7(c), and 1.8.1 before making the loan or other public agencies or the public.
agreeing to do so;
Comment
(3) advance the costs of prosecuting or
defending a claim or action, or of otherwise [1] A lawyer’s responsibilities in a matter are owed
protecting or promoting the client’s interests, only to the client except where the lawyer also
the repayment of which may be contingent on represents the payor in the same matter. With
the outcome of the matter; and respect to the lawyer’s additional duties when
representing both the client and the payor in the
(4) pay the costs of prosecuting or defending a same matter, see rule 1.7.
claim or action, or of otherwise protecting or
promoting the interests of an indigent person* [2] A lawyer who is exempt from disclosure and
in a matter in which the lawyer represents the consent requirements under paragraph (c)
client. nevertheless must comply with paragraphs (a) and
(b).
(c) “Costs” within the meaning of paragraphs (b)(3)
and (b)(4) are not limited to those costs that are [3] This rule is not intended to abrogate existing
taxable or recoverable under any applicable statute or relationships between insurers and insureds
rule of court but may include any reasonable* whereby the insurer has the contractual right to
expenses of litigation, including court costs, and unilaterally select counsel for the insured, where
reasonable* expenses in preparing for litigation or in there is no conflict of interest. (See San Diego Navy
providing other legal services to the client. Federal Credit Union v. Cumis Insurance Society
(1984) 162 Cal.App.3d 358 [208 Cal.Rptr. 494].).
(d) Nothing in this rule shall be deemed to limit the
application of rule 1.8.9. [4] In some limited circumstances, a lawyer might
not be able to obtain client consent before the
lawyer has entered into an agreement for, charged,
Rule 1.8.6 Compensation from One Other than or accepted compensation, as required by this rule.
Client This might happen, for example, when a lawyer is
retained or paid by a family member on behalf of an
A lawyer shall not enter into an agreement for, incarcerated client or in certain commercial settings,
charge, or accept compensation for representing a such as when a lawyer is retained by a creditors’
client from one other than the client unless: committee involved in a corporate debt
restructuring and agrees to be compensated for any
(a) there is no interference with the lawyer’s
services to be provided to other similarly situated
independent professional judgment or with the
creditors who have not yet been identified. In such
lawyer-client relationship;
limited situations, paragraph (c) permits the lawyer
(b) information is protected as required by to comply with this rule as soon thereafter as is
Business and Professions Code section 6068, reasonably* practicable.
subdivision (e)(1) and rule 1.6; and

[5] This rule is not intended to alter or diminish a Rule 1.8.9 Purchasing Property at a Foreclosure
lawyer’s obligations under rule 5.4(c). or a Sale Subject to Judicial Review
(a) A lawyer shall not directly or indirectly

Rule 1.8.7 Aggregate Settlements purchase property at a probate, foreclosure,
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
involved and of the participation of each person* in (b) A lawyer shall not represent the seller at a
the settlement. probate, foreclosure, receiver, trustee, or judicial
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
A lawyer shall not: participation in transactions that are specifically
authorized by and comply with Probate Code
(a) Contract with a client prospectively limiting the sections 9880 through 9885, but such transactions
lawyer’s liability to the client for the lawyer’s remain subject to the provisions of rules 1.8.1 and
professional malpractice; or 1.7.
(b) Settle a claim or potential claim for the lawyer’s Comment

liability to a client or former client for the lawyer’s
professional malpractice, unless the client or former A lawyer may lawfully participate in a transaction
client is either: involving a probate proceeding which concerns a
client by following the process described in Probate
(1) represented by an independent lawyer Code sections 9880-9885. These provisions, which
concerning the settlement; or permit what would otherwise be impermissible self-
dealing by specific submissions to and approval by
(2) advised in writing* by the lawyer to seek the courts, must be strictly followed in order to
the advice of an independent lawyer of the avoid violation of this rule.
client’s choice regarding the settlement and
given a reasonable* opportunity to seek that
advice. Rule 1.8.10 Sexual Relations with Current Client
Comment (a) A lawyer shall not engage in sexual relations

with a current client who is not the lawyer’s spouse or
[1] Paragraph (b) does not absolve the lawyer of the registered domestic partner, unless a consensual
obligation to comply with other law. (See, e.g., Bus. & sexual relationship existed between them when the
Prof. Code, § 6090.5.) lawyer-client relationship commenced.
[2] This rule does not apply to customary (b) For purposes of this rule, “sexual relations”
qualifications and limitations in legal opinions and means sexual intercourse or the touching of an
memoranda, nor does it prevent a lawyer from intimate part of another person* for the purpose of
reasonably* limiting the scope of the lawyer’s sexual arousal, gratification, or abuse.
representation. (See rule 1.2(b).)

(c) If a person* other than the client alleges a Rule 1.9 Duties to Former Clients
violation of this rule, no Notice of Disciplinary Charges
may be filed by the State Bar against a lawyer under (a) A lawyer who has formerly represented a client
this rule until the State Bar has attempted to obtain in a matter shall not thereafter represent another
the client’s statement regarding, and has considered, person* in the same or a substantially related matter
whether the client would be unduly burdened by in which that person’s* interests are materially
further investigation or a charge. adverse to the interests of the former client unless
the former client gives informed written consent.*
Comment
(b) A lawyer shall not knowingly* represent a
[1] Although this rule does not apply to a person* in the same or a substantially related matter
consensual sexual relationship that exists when a in which a firm* with which the lawyer formerly was
lawyer-client relationship commences, the lawyer associated had previously represented a client
nevertheless must comply with all other applicable
rules. (See, e.g., rules 1.1, 1.7, and 2.1.) (1) whose interests are materially adverse to
that person;* and
[2] When the client is an organization, this rule
applies to a lawyer for the organization (whether (2) about whom the lawyer had acquired
inside counsel or outside counsel) who has sexual information protected by Business and
relations with a constituent of the organization who Professions Code section 6068, subdivision (e)
supervises, directs or regularly consults with that and rules 1.6 and 1.9(c) that is material to the
lawyer concerning the organization’s legal matters. matter;
(See rule 1.13.)
unless the former client gives informed written
[3] Business and Professions Code section 6106.9, consent.*
including the requirement that the complaint be
verified, applies to charges under subdivision (a) of (c) A lawyer who has formerly represented a client
that section. This rule and the statute impose in a matter or whose present or former firm* has
different obligations. formerly represented a client in a matter shall not
thereafter:
Rule 1.8.11 Imputation of Prohibitions Under (1) use information protected by Business and
Rules 1.8.1 to 1.8.9 Professions Code section 6068, subdivision (e)
and rule 1.6 acquired by virtue of the
While lawyers are associated in a law firm,* a representation of the former client to the
prohibition in rules 1.8.1 through 1.8.9 that applies to disadvantage of the former client except as
any one of them shall apply to all of them. these rules or the State Bar Act would permit
with respect to a current client, or when the
Comment information has become generally known;* or
A prohibition on conduct by an individual lawyer in (2) reveal information protected by Business

rules 1.8.1 through 1.8.9 also applies to all lawyers and Professions Code section 6068, subdivision
associated in a law firm* with the personally (e) and rule 1.6 acquired by virtue of the
prohibited lawyer. For example, one lawyer in a law representation of the former client except as
firm* may not enter into a business transaction with these rules or the State Bar Act permit with
a client of another lawyer associated in the law firm* respect to a current client.
without complying with rule 1.8.1, even if the first
lawyer is not personally involved in the Comment
representation of the client. This rule does not apply
to rule 1.8.10 since the prohibition in that rule is [1] After termination of a lawyer-client relationship,
personal and is not applied to associated lawyers. the lawyer owes two duties to a former client. The
lawyer may not (i) do anything that will injuriously
affect the former client in any matter in which the
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,
(2) the prohibition is based upon rule 1.9(a) or
subdivision (e) and rule 1.6, and the lawyer would be
(b) and arises out of the prohibited lawyer’s
expected to use or disclose that information in the
association with a prior firm,* and
subsequent representation because it is material to
the subsequent representation. (i) the prohibited lawyer did not
substantially participate in the same or a
[4] Paragraph (b) addresses a lawyer’s duties to a
substantially related matter;
client who has become a former client because the
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 matter and is apportioned no part of the
lawyer involved has actual knowledge of information fee therefrom; and
protected by Business and Professions Code section
6068, subdivision (e) and rules 1.6 and 1.9(c). Thus, if (iii) written* notice is promptly given to
a lawyer while with one firm* acquired no knowledge any affected former client to enable the
or information relating to a particular client of the former client to ascertain compliance with
firm,* and that lawyer later joined another firm,* the provisions of this rule, which shall
neither the lawyer individually nor lawyers in the include a description of the screening*
second firm* would violate this rule by representing procedures employed; and an agreement
another client in the same or a related matter even by the firm* to respond promptly to any
though the interests of the two clients conflict. See written* inquiries or objections by the
rule 1.10(b) for the restrictions on lawyers in a firm* former client about the screening*
once a lawyer has terminated association with the procedures.
firm.*

(b) When a lawyer has terminated an association compensation directly related to the matter in which
with a firm,* the firm* is not prohibited from the lawyer is prohibited.
thereafter representing a person* with interests
materially adverse to those of a client represented by [4] Where a lawyer is prohibited from engaging in
the formerly associated lawyer and not currently certain transactions under rules 1.8.1 through 1.8.9,
represented by the firm,* unless: rule 1.8.11, and not this rule, determines whether
that prohibition also applies to other lawyers
(1) the matter is the same or substantially associated in a firm* with the personally prohibited
related to that in which the formerly associated lawyer.
lawyer represented the client; and
[5] The responsibilities of managerial and
(2) any lawyer remaining in the firm* has supervisory lawyers prescribed by rules 5.1 and 5.3
information protected by Business and apply to screening* arrangements implemented
Professions Code section 6068, subdivision (e) under this rule.
and rules 1.6 and 1.9(c) that is material to the
matter. [6] Standards for disqualification, and whether in a
particular matter (1) a lawyer’s conflict will be
(c) A prohibition under this rule may be waived by imputed to other lawyers in the same firm,* or (2) the
each affected client under the conditions stated in use of a timely screen* is effective to avoid that
rule 1.7. imputation, are also the subject of statutes and case
law. (See, e.g., Code Civ. Proc., § 128, subd. (a)(5);
(d) The imputation of a conflict of interest to Pen. Code, § 1424; In re Charlisse C. (2008) 45 Cal.4th
lawyers associated in a firm* with former or current 145 [84 Cal.Rptr.3d 597]; Rhaburn v. Superior Court
government lawyers is governed by rule 1.11. (2006) 140 Cal.App.4th 1566 [45 Cal.Rptr.3d 464]; Kirk
v. First American Title Ins. Co. (2010) 183 Cal.App.4th
Comment 776 [108 Cal.Rptr.3d 620].)
[1] In determining whether a prohibited lawyer’s
previously participation was substantial,* a number of Rule 1.11 Special Conflicts of Interest for
factors should be considered, such as the lawyer’s Former and Current Government Officials and
level of responsibility in the prior matter, the duration
Employees
of the lawyer’s participation, the extent to which the
lawyer advised or had personal contact with the (a) Except as law may otherwise expressly permit, a
former client, and the extent to which the lawyer was lawyer who has formerly served as a public official or
exposed to confidential information of the former employee of the government:
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
by others in the law firm* where the person* (2) shall not otherwise represent a client in
prohibited from involvement in a matter is a connection with a matter in which the lawyer
nonlawyer, such as a paralegal or legal secretary. Nor participated personally and substantially as a
does paragraph (a) prohibit representation if the public official or employee, unless the
lawyer is prohibited from acting because of events appropriate government agency gives its
before the person* became a lawyer, for example, informed written consent* to the
work that the person* did as a law student. Such representation. This paragraph shall not apply
persons,* however, ordinarily must be screened* to matters governed by rule 1.12(a).
from any personal participation in the matter. (See
rules 1.0.1(k) and 5.3.) (b) When a lawyer is prohibited from
representation under paragraph (a), no lawyer in a
[3] Paragraph (a)(2)(ii) does not prohibit the firm* with which that lawyer is associated may
screened* lawyer from receiving a salary or knowingly* undertake or continue representation in
partnership share established by prior independent such a matter unless:
agreement, but that lawyer may not receive

(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
used in this rule, the term “confidential government the 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
of the fee therefrom. may occur when, for example, a lawyer participates
through decision, approval, disapproval,
(d) Except as law may otherwise expressly permit, a recommendation, investigation or the rendering of
lawyer currently serving as a public official or advice in a particular 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
nongovernmental employment, unless the administrative, policy, or advisory position also is
appropriate government agency gives its covered by paragraph (a)(1).
informed written consent;* or
[5] Paragraph (c) operates only when the lawyer in
(ii) negotiate for private employment question has actual knowledge of the information; it
with any person* who is involved as a party, does not operate with respect to information that
or as a lawyer for a party, or with a law merely could be imputed to the lawyer.
firm* for a party, in a matter in which the
lawyer is participating personally and [6] When a lawyer has been employed by one
substantially, except that a lawyer serving government agency and then moves to a second
as a law clerk to a judge, other adjudicative government agency, it may be appropriate to treat
officer or arbitrator may negotiate for that second agency as another client for purposes of

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

Comment to the concept that the client is the organization itself,

acting through its duly authorized directors, officers,
[1] Paragraphs (a) and (b) apply when a former employees, members, shareholders, or other
judge or other adjudicative officer, or a judicial staff constituents overseeing the particular engagement.
attorney or law clerk to such a person,* or an
arbitrator, mediator, or other third-party neutral, has (b) If a lawyer representing an organization knows*
personally and substantially participated in the that a constituent is acting, intends to act or refuses
matter. Personal participation includes both direct to act in a matter related to the representation in a
participation and the supervision of a subordinate’s manner that the lawyer knows* or reasonably should
participation, as may occur in a chambers with several know* is (i) a violation of a legal obligation to the
staff attorneys or law clerks. Substantial* participation organization or a violation of law reasonably*
requires that the lawyer’s involvement was of imputable to the organization, and (ii) likely to result
significance to the matter. Participation may be in substantial* injury to the organization, the lawyer
substantial* even though it was not determinative of shall proceed as is reasonably* necessary in the best
the outcome of a particular case or matter. A finding lawful interest of the organization. Unless the lawyer
of substantiality should be based not only on the reasonably believes* that it is not necessary in the
effort devoted to the matter, but also on the best lawful interest of the organization to do so, the
importance of the effort. Personal and substantial* lawyer shall refer the matter to higher authority in the
participation may occur when, for example, the organization, including, if warranted by the
lawyer participated through decision, circumstances, to the highest authority that can act
recommendation, or the rendering of advice on a on behalf of the organization as determined by
particular case or matter. However, a judge who was applicable law.
a member of a multi-member court, and thereafter
left judicial office to practice law, is not prohibited (c) In taking any action pursuant to paragraph (b),
from representing a client in a matter pending in the the lawyer shall not reveal information protected by
court, but in which the former judge did not Business and Professions Code section 6068,
participate, or acquire material confidential subdivision (e).
information. The fact that a former judge exercised
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
the organization. The lawyer’s response may include
[2] Other law or codes of ethics governing third- the lawyer’s right and, where appropriate, duty to
party neutrals may impose more stringent standards resign or withdraw in accordance with rule 1.16.
of personal or imputed disqualification. (See rule 2.4.)
(e) A lawyer who reasonably believes* that he or
[3] Paragraph (c)(2) does not prohibit the screened* she has been discharged because of the lawyer’s
lawyer from receiving a salary or partnership share actions taken pursuant to paragraph (b), or who
established by prior independent agreement, but that resigns or withdraws under circumstances described
lawyer may not receive compensation directly related in paragraph (d), shall proceed as the lawyer
to the matter in which the lawyer is personally reasonably believes* necessary to assure that the
prohibited from participating. organization’s highest authority is informed of the
lawyer’s discharge, resignation, or withdrawal.
Rule 1.13 Organization as Client (f) In dealing with an organization’s constituents, a

lawyer representing the organization shall explain the
(a) A lawyer employed or retained by an identity of the lawyer’s client whenever the lawyer
organization shall conform his or her representation

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 Governmental Organizations
proceed in accordance with paragraph (b), the lawyer
may refer to higher authority, including the [6] It is beyond the scope of this rule to define
organization’s highest authority, matters that the precisely the identity of the client and the lawyer’s
lawyer reasonably believes* are sufficiently important obligations when representing a governmental
to refer in the best interest of the organization subject agency. Although in some circumstances the client
to Business and Professions Code section 6068, may be a specific agency, it may also be a branch of
subdivision (e) and rule 1.6. government or the government as a whole. In a
matter involving the conduct of government officials,
[3] Paragraph (b) distinguishes between knowledge a government lawyer may have authority under
of the conduct and knowledge of the consequences of applicable law to question such conduct more
that conduct. When a lawyer knows* of the conduct,

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,
organization, or other person* to serve as the (2) funds belonging in part to a client or other
designated recipient of whistle-blower reports from person* and in part presently or potentially to
the organization’s lawyers, consistent with Business the lawyer or the law firm,* in which case the
and Professions Code section 6068, subdivision (e) portion belonging to the lawyer or law firm*
and rule 1.6. This rule is not intended to limit that must be withdrawn at the earliest reasonable*
authority. time after the lawyer or law firm’s interest in
that portion becomes fixed. However, if a client
or other person* disputes the lawyer or law
Rule 1.14 [Reserved] firm’s 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) promptly notify a client or other person* of
firm* for the benefit of a client, or other person* to the receipt of funds, securities, or other property
whom the lawyer owes a contractual, statutory, or in which the lawyer knows* or reasonably
other legal duty, including advances for fees, costs should know* the client or other person* has an
and expenses, shall be deposited in one or more interest;
identifiable bank accounts labeled “Trust Account” or
words of similar import, maintained in the State of (2) identify and label securities and properties
California, or, with written* consent of the client, in of a client or other person* promptly upon
any other jurisdiction where there is a substantial* receipt and place them in a safe deposit box or
relationship between the client or the client’s other place of safekeeping as soon as
business and the other jurisdiction. practicable;
(b) Notwithstanding paragraph (a), a flat fee paid in (3) maintain complete records of all funds,
advance for legal services may be deposited in a securities, and other property of a client or other
lawyer’s or law firm’s operating account, provided: person* coming into the possession of the
lawyer or law firm;*
(1) the lawyer or law firm* discloses to the
client in writing* (i) that the client has a right (4) promptly account in writing* to the client
under paragraph (a) to require that the flat fee or other person* for whom the lawyer holds
be deposited in an identified trust account until funds or property;
the fee is earned, and (ii) that the client is
(5) preserve records of all funds and property
entitled to a refund of any amount of the fee
held by a lawyer or law firm* under this rule for
that has not been earned in the event the
a period of no less than five years after final
representation is terminated or the services for
appropriate distribution of such funds or
which the fee has been paid are not completed;
property;
and
(6) comply with any order for an audit of such
(2) if the flat fee exceeds $1,000.00, the
records issued pursuant to the Rules of
client’s agreement to deposit the flat fee in the
Procedure of the State Bar; and
lawyer’s operating account and the disclosures
required by paragraph (b)(1) are set forth in a (7) promptly distribute, as requested by the
writing* signed by the client. client or other person,* any undisputed funds or

property in the possession of the lawyer or law (iii) the current balance in such
firm* that the client or other person* is entitled account;
to receive.
(c) all bank statements and cancelled
(e) The Board of Trustees of the State Bar shall have checks for each bank account; and
the authority to formulate and adopt standards as to
what “records” shall be maintained by lawyers and (d) each monthly reconciliation
law firms* in accordance with paragraph (d)(3). The (balancing) of (a), (b), and (c).
standards formulated and adopted by the Board, as
from time to time amended, shall be effective and (2) A lawyer shall, from the date of receipt of
binding on all lawyers. all securities and other properties held for the
benefit of client or other person* through the
Standards: period ending five years from the date of
appropriate disbursement of such securities and
Pursuant to this rule, the Board of Trustees of the other properties, maintain a written* journal
State Bar adopted the following standards, effective that specifies:
November 1, 2018, as to what “records” shall be
maintained by lawyers and law firms* in accordance (a) each item of security and property
with paragraph (d)(3). held;
(1) A lawyer shall, from the date of receipt of (b) the person* on whose behalf the
funds of the client or other person* through the security or property is held;
period ending five years from the date of
appropriate disbursement of such funds, (c) the date of receipt of the security or
maintain: property;
(a) a written* ledger for each client or (d) the date of distribution of the security
other person* on whose behalf funds are or property; and
held that sets forth:
(e) person* to whom the security or
(i) the name of such client or other property was distributed.
person;*
Comment
(ii) the date, amount and source of
[1] Whether a lawyer owes a contractual, statutory
all funds received on behalf of such
or other legal duty under paragraph (a) to hold funds
client or other person;*
on behalf of a person* other than a client in
(iii) the date, amount, payee and situations where client funds are subject to a third-
purpose of each disbursement made party lien will depend on the relationship between
on behalf of such client or other the lawyer and the third-party, whether the lawyer
person;* and has assumed a contractual obligation to the third
person* and whether the lawyer has an independent
(iv) the current balance for such obligation to honor the lien under a statute or other
client or other person;* law. In certain circumstances, a lawyer may be civilly
liable when the lawyer has notice of a lien and
(b) a written* journal for each bank disburses funds in contravention of the lien. (See
account that sets forth: Kaiser Foundation Health Plan, Inc. v. Aguiluz (1996)
47 Cal.App.4th 302 [54 Cal.Rptr.2d 665].) However,
(i) the name of such account; civil liability by itself does not establish a violation of
this rule. (Compare Johnstone v. State Bar of
(ii) the date, amount and client or California (1966) 64 Cal.2d 153, 155-156 [49
other person* affected by each debit Cal.Rptr. 97] [“‘When an attorney assumes a
and credit; and fiduciary relationship and violates his duty in a
manner that would justify disciplinary action if the

relationship had been that of attorney and client, he (b) Except as stated in paragraph (c), a lawyer may
may properly be disciplined for his misconduct.’”] withdraw from representing a client if:
with Crooks v. State Bar (1970) 3 Cal.3d 346, 358 [90
Cal.Rptr. 600] [lawyer who agrees to act as escrow or (1) the client insists upon presenting a claim or
stakeholder for a client and a third-party owes a defense in litigation, or asserting a position or
duty to the nonclient with regard to held funds].) making a demand in a non-litigation matter, that
is not warranted under existing law and cannot
[2] As used in this rule, “advances for fees” means be supported by good faith argument for an
a payment intended by the client as an advance extension, modification, or reversal of existing
payment for some or all of the services that the law;
lawyer is expected to perform on the client’s behalf.
With respect to the difference between a true (2) the client either seeks to pursue a criminal
retainer and a flat fee, which is one type of advance or fraudulent* course of conduct or has used the
fee, see rule 1.5(d) and (e). Subject to rule 1.5, a lawyer’s services to advance a course of conduct
lawyer or law firm* may enter into an agreement that the lawyer reasonably believes* was a
that defines when or how an advance fee is earned crime or fraud;*
and may be withdrawn from the client trust account.
(3) the client insists that the lawyer pursue a
[3] Absent written* disclosure and the client’s course of conduct that is criminal or fraudulent;*
agreement in a writing* signed by the client as
provided in paragraph (b), a lawyer must deposit a (4) the client by other conduct renders it
flat fee paid in advance of legal services in the unreasonably difficult for the lawyer to carry out
lawyer’s trust account. Paragraph (b) does not apply the representation effectively;
to advance payment for costs and expenses.
(5) the client breaches a material term of an
Paragraph (b) does not alter the lawyer’s obligations
agreement with, or obligation, to the lawyer
under paragraph (d) or the lawyer’s burden to
relating to the representation, and the lawyer
establish that the fee has been earned.
has given the client a reasonable* warning after
the breach that the lawyer will withdraw unless
Rule 1.16 Declining or Terminating the client fulfills the agreement or performs the
Representation obligation;
(a) Except as stated in paragraph (c), a lawyer shall (6) the client knowingly* and freely assents to
not represent a client or, where representation has termination of the representation;
commenced, shall withdraw from the representation
(7) the inability to work with co-counsel
of a client if:
indicates that the best interests of the client
(1) the lawyer knows* or reasonably should likely will be served by withdrawal;
know* that the client is bringing an action,
(8) the lawyer’s mental or physical condition
conducting a defense, asserting a position in
renders it difficult for the lawyer to carry out the
litigation, or taking an appeal, without probable
representation effectively;
cause and for the purpose of harassing or
maliciously injuring any person;* (9) a continuation of the representation is
likely to result in a violation of these rules or the
(2) the lawyer knows* or reasonably should
State Bar Act; or
know* that the representation will result in
violation of these rules or of the State Bar Act; (10) the lawyer believes* in good faith, in a
proceeding pending before a tribunal,* that the
(3) the lawyer’s mental or physical condition
tribunal* will find the existence of other good
renders it unreasonably difficult to carry out the
cause for withdrawal.
representation effectively; or
(c) If permission for termination of a representation
(4) the client discharges the lawyer.
is required by the rules of a tribunal,* a lawyer shall

not terminate a representation before that tribunal* criminal proceeding, or the respondent in a
without its permission. proceeding that could result in incarceration, or
involuntary commitment or confinement, defends the
(d) A lawyer shall not terminate a representation proceeding by requiring that every element of the
until the lawyer has taken reasonable* steps to avoid case be established. (See rule 3.1(b).)
reasonably* foreseeable prejudice to the rights of the
client, such as giving the client sufficient notice to [4] Lawyers must comply with their obligations to
permit the client to retain other counsel, and their clients under Business and Professions Code
complying with paragraph (e). section 6068, subdivision (e) and rule 1.6, and to the
courts under rule 3.3 when seeking permission to
(e) Upon the termination of a representation for withdraw under paragraph (c). If a tribunal* denies a
any reason: lawyer permission to withdraw, the lawyer is
obligated to comply with the tribunal’s* order. (See
(1) subject to any applicable protective order, Bus. & Prof. Code, §§ 6068, subd. (b) and 6103.) This
non-disclosure agreement, statute or duty applies even if the lawyer sought permission to
regulation, the lawyer promptly shall release to withdraw because of a conflict of interest. Regarding
the client, at the request of the client, all client withdrawal from limited scope representations that
materials and property. “Client materials and involve court appearances, compliance with
property” includes correspondence, pleadings, applicable California Rules of Court concerning limited
deposition transcripts, experts’ reports and scope representation satisfies paragraph (c).
other writings,* exhibits, and physical evidence,
whether in tangible, electronic or other form, [5] Statutes may prohibit a lawyer from releasing
and other items reasonably* necessary to the information in the client materials and property under
client’s representation, whether the client has certain circumstances. (See, e.g., Pen. Code, §§ 1054.2
paid for them or not; and and 1054.10.) A lawyer in certain criminal matters
may be required to retain a copy of a former client’s
(2) the lawyer promptly shall refund any part file for the term of his or her imprisonment. (See, Pen.
of a fee or expense paid in advance that the Code, § 1054.9.)
lawyer has not earned or incurred. This
provision is not applicable to a true retainer fee [6] Paragraph (e)(1) does not prohibit a lawyer from
paid solely for the purpose of ensuring the making, at the lawyer’s own expense, and retaining
availability of the lawyer for the matter. copies of papers released to the client, or to prohibit a
claim for the recovery of the lawyer’s expense in any
Comment subsequent legal proceeding.
[1] This rule applies, without limitation, to a sale of [Publisher’s Note: Comment [5] was amended by
a law practice under rule 1.17. A lawyer can be order of the Supreme Court, effective June 1, 2020.]
subject to discipline for improperly threatening to
terminate a representation. (See In the Matter of
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 obligated following conditions:
to withdraw from the representation of the same
client in other matters. For example, a lawyer might (a) Fees charged to clients shall not be increased
be obligated under paragraph (a)(1) to withdraw from solely by reason of the sale.
representing a client because the lawyer has a conflict
of interest under rule 1.7, but that conflict might not (b) If the sale contemplates the transfer of
arise in other representations of the client. responsibility for work not yet completed or
responsibility for client files or information protected
[3] Withdrawal under paragraph (a)(1) is not by Business and Professions Code section 6068,
mandated where a lawyer for the defendant in a subdivision (e)(1), then;

(1) if the seller is deceased, or has a (ii) the seller, or the lawyer appointed to
conservator or other person* acting in a act for the seller pursuant to Business and
representative capacity, and no lawyer has been Professions Code section 6180.5, shall
appointed to act for the seller pursuant to obtain the written* consent of the client
Business and Professions Code section 6180.5, prior to the transfer. If reasonable* efforts
then prior to the transfer; have been made to locate the client and no
response to the paragraph (b)(2)(i) notice is
(i) the purchaser shall cause a written* received within 90 days, consent shall be
notice to be given to each client whose presumed until otherwise notified by the
matter is included in the sale, stating that client.
the interest in the law practice is being
transferred to the purchaser; that the (c) If substitution is required by the rules of a
client has the right to retain other counsel; tribunal* in which a matter is pending, all steps
that the client may take possession of any necessary to substitute a lawyer shall be taken.
client materials and property, as required
by rule 1.16(e)(1); and that if no response (d) The purchaser shall comply with the applicable
is received to the notice within 90 days requirements of rules 1.7 and 1.9.
after it is sent, or if the client’s rights would
be prejudiced by a failure of the purchaser (e) Confidential information shall not be disclosed
to act during that time, the purchaser may to a nonlawyer in connection with a sale under this
act on behalf of the client until otherwise rule.
notified by the client, and
(f) This rule does not apply to the admission to or
(ii) the purchaser shall obtain the retirement from a law firm,* retirement plans and
written* consent of the client. If similar arrangements, or sale of tangible assets of a
reasonable* efforts have been made to law practice.
locate the client and no response to the
Comment
paragraph (b)(1)(i) notice is received within
90 days, consent shall be presumed until [1] The requirement that the sale be of “all or
otherwise notified by the client. substantially* all of the law practice of a lawyer”
prohibits the sale of only a field or area of practice or
(2) in all other circumstances, not less than 90
the seller’s practice in a geographical area or in a
days prior to the transfer;
particular jurisdiction. The prohibition against the
(i) the seller, or the lawyer appointed to sale of less than all or substantially* all of a practice
act for the seller pursuant to Business and protects those clients whose matters are less lucrative
Professions Code section 6180.5, shall and who might find it difficult to secure other counsel
cause a written* notice to be given to each if a sale could be limited to substantial* fee-
client whose matter is included in the sale, generating matters. The purchasers are required to
stating that the interest in the law practice undertake all client matters sold in the transaction,
is being transferred to the purchaser; that subject to client consent. This requirement is
the client has the right to retain other satisfied, however, even if a purchaser is unable to
counsel; that the client may take undertake a particular client matter because of a
possession of any client materials and conflict of interest.
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

addressed in the original agreement. Any such (i) the prohibited lawyer is timely
modifications must comply with rules 1.4 and 1.5 and screened* from any participation in the
other relevant provisions of these rules and the State matter and is apportioned no part of the
Bar Act. fee therefrom; and
[3] Transfer of individual client matters, where (ii) written* notice is promptly given to
permitted, is governed by rule 1.5.1. Payment of a fee the prospective client to enable the
to a nonlawyer broker for arranging the sale or prospective client to ascertain compliance
purchase of a law practice is governed by rule 5.4(a). with the provisions of this rule.
Comment
Rule 1.18 Duties to Prospective Client
[1] As used in this rule, a prospective client includes
(a) A person* who, directly or through an a person’s* authorized representative. A lawyer’s
authorized representative, consults a lawyer for the discussions with a prospective client can be limited in
purpose of retaining the lawyer or securing legal time and depth and leave both the prospective client
service or advice from the lawyer in the lawyer’s and the lawyer free, and sometimes required, to
professional capacity, is a prospective client. proceed no further. Although a prospective client’s
information is protected by Business and Professions
(b) Even when no lawyer-client relationship ensues, Code section 6068, subdivision (e) and rule 1.6 the
a lawyer who has communicated with a prospective same as that of a client, in limited circumstances
client shall not use or reveal information protected provided under paragraph (d), a law firm* is
by Business and Professions Code section 6068, permitted to accept or continue representation of a
subdivision (e) and rule 1.6 that the lawyer learned as client with interests adverse to the prospective client.
a result of the consultation, except as rule 1.9 would This rule is not intended to limit the application of
permit with respect to information of a former client. Evidence Code section 951 (defining “client” within
the meaning of the Evidence Code).
(c) A lawyer subject to paragraph (b) shall not
represent a client with interests materially adverse to [2] Not all persons* who communicate information
those of a prospective client in the same or a to a lawyer are entitled to protection under this rule.
substantially related matter if the lawyer received A person* who by any means communicates
from the prospective client information protected by information unilaterally to a lawyer, without
Business and Professions Code section 6068, reasonable* expectation that the lawyer is willing to
subdivision (e) and rule 1.6 that is material to the discuss the possibility of forming a lawyer-client
matter, except as provided in paragraph (d). If a relationship or provide legal advice is not a
lawyer is prohibited from representation under this “prospective client” within the meaning of paragraph
paragraph, no lawyer in a firm* with which that (a). In addition, a person* who discloses information
lawyer is associated may knowingly* undertake or to a lawyer after the lawyer has stated his or her
continue representation in such a matter, except as unwillingness or inability to consult with the person*
provided in paragraph (d). (People v. Gionis (1995) 9 Cal.4th 1196 [40
Cal.Rptr.2d 456]), or who communicates information
(d) When the lawyer has received information that
to a lawyer without a good faith intention to seek
prohibits representation as provided in paragraph (c),
legal advice or representation, is not a prospective
representation of the affected client is permissible if:
client within the meaning of paragraph (a).
(1) both the affected client and the
[3] In order to avoid acquiring information from a
prospective client have given informed written
prospective client that would prohibit representation
consent,* or
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 the initial interview to only such information as
to more information than was reasonably* reasonably* appears necessary for that purpose.
necessary to determine whether to represent
[4] Under paragraph (c), the prohibition in this rule
the prospective client; and
is imputed to other lawyers in a law firm* as provided

in rule 1.10. However, under paragraph (d)(1), the Rule 2.4 Lawyer as Third-Party Neutral
consequences of imputation may be avoided if the
informed written consent* of both the prospective (a) A lawyer serves as a third-party neutral when
and affected clients is obtained. (See rule 1.0.1(e-1) the lawyer assists two or more persons* who are not
[informed written consent].) In the alternative, clients of the lawyer to reach a resolution of a dispute,
imputation may be avoided if the conditions of or other matter, that has arisen between them.
paragraph (d)(2) are met and all prohibited lawyers Service as a third-party neutral may include service as
are timely screened* and written* notice is promptly an arbitrator, a mediator or in such other capacity as
given to the prospective client. Paragraph (d)(2)(i) will enable the lawyer to assist the parties to resolve
does not prohibit the screened* lawyer from the matter.
receiving a salary or partnership share established by
prior independent agreement, but that lawyer may (b) A lawyer serving as a third-party neutral shall
not receive compensation directly related to the inform unrepresented parties that the lawyer is not
matter in which the lawyer is prohibited. representing them. When the lawyer knows* or
reasonably should know* that a party does not
[5] Notice under paragraph (d)(2)(ii) must include a understand the lawyer’s role in the matter, the lawyer
general description of the subject matter about shall explain the difference between the lawyer’s role
which the lawyer was consulted, and the screening* as a third-party neutral and a lawyer’s role as one who
procedures employed. represents a client.
Comment
[1] In serving as a third-party neutral, the lawyer

CHAPTER 2. COUNSELOR may be subject to court rules or other law that apply
either to third-party neutrals generally or to lawyers
Rule 2.1 Advisor serving as third-party neutrals. Lawyer neutrals may
also be subject to various codes of ethics, such as the
In representing a client, a lawyer shall exercise Judicial Council Standards for Mediators in Court
independent professional judgment and render Connected Mediation Programs or the Judicial Council
candid advice. Ethics Standards for Neutral Arbitrators in Contractual
Arbitration.
Comment
[2] A lawyer who serves as a third-party neutral
[1] A lawyer ordinarily has no duty to initiate
subsequently may be asked to serve as a lawyer
investigation of a client’s affairs or to give advice that
representing a client in the same matter. The
the client has indicated is unwanted, but a lawyer may
conflicts of interest that arise for both the individual
initiate advice to a client when doing so appears to be
lawyer and the lawyer’s law firm* are addressed in
in the client’s interest.
rule 1.12.
[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,
Rule 2.3 [Reserved] or court-appointed arbitrator, and is subject to canon
6D of the California Code of Judicial Ethics, shall
comply with the terms of that canon.

Comment proceeding. See also Business and Professions Code

section 6128, subdivision (b).
[1] This rule is intended to permit the State Bar to
discipline lawyers who violate applicable portions of
the California Code of Judicial Ethics while acting in a Rule 3.3 Candor Toward the Tribunal*
judicial capacity pursuant to an order or appointment
by a court. (a) A lawyer shall not:
[2] This rule is not intended to apply to a lawyer (1) knowingly* make a false statement of fact
serving as a third-party neutral in a mediation or a or law to a tribunal* or fail to correct a false
settlement conference, or as a neutral arbitrator statement of material fact or law previously
pursuant to an arbitration agreement. (See rule 2.4.) made to the tribunal* by the lawyer;
(2) fail to disclose to the tribunal* legal

authority in the controlling jurisdiction known*
to the lawyer to be directly adverse to the
CHAPTER 3. ADVOCATE position of the client and not disclosed by
opposing counsel, or knowingly* misquote to a
Rule 3.1 Meritorious Claims and Contentions tribunal* the language of a book, statute,
decision or other authority; or
(a) A lawyer shall not:
(3) offer evidence that the lawyer knows* to
(1) bring or continue an action, conduct a
be false. If a lawyer, the lawyer’s client, or a
defense, assert a position in litigation, or take an
witness called by the lawyer, has offered
appeal, without probable cause and for the
material evidence, and the lawyer comes to
purpose of harassing or maliciously injuring any
know* of its falsity, the lawyer shall take
person;* or
reasonable* remedial measures, including, if
(2) present a claim or defense in litigation that necessary, disclosure to the tribunal,* unless
is not warranted under existing law, unless it can disclosure is prohibited by Business and
be supported by a good faith argument for an Professions Code section 6068, subdivision (e)
extension, modification, or reversal of the and rule 1.6. A lawyer may refuse to offer
existing law. evidence, other than the testimony of a
defendant in a criminal matter, that the lawyer
(b) A lawyer for the defendant in a criminal reasonably believes* is false.
proceeding, or the respondent in a proceeding that
could result in incarceration, or involuntary (b) A lawyer who represents a client in a
commitment or confinement, may nevertheless proceeding before a tribunal* and who knows* that
defend the proceeding by requiring that every a person* intends to engage, is engaging or has
element of the case be established. engaged in criminal or fraudulent* conduct related
to the proceeding shall take reasonable* remedial
measures to the extent permitted by Business and
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
facts are adverse to the position of the client.

Comment e.g., rules 1.2.1, 1.4(a)(4), 1.16(a), 8.4; Bus. & Prof.
Code, §§ 6068, subd. (d), 6128.) Remedial measures
[1] This rule governs the conduct of a lawyer in also include explaining to the client the lawyer’s
proceedings of a tribunal,* including ancillary obligations under this rule and, where applicable,
proceedings such as a deposition conducted the reasons for the lawyer’s decision to seek
pursuant to a tribunal’s* authority. See rule permission from the tribunal* to withdraw, and
1.0.1(m) for the definition of “tribunal.” remonstrating further with the client to take
corrective action that would eliminate the need for
[2] The prohibition in paragraph (a)(1) against the lawyer to withdraw. If the client is an
making false statements of law or failing to correct a organization, the lawyer should also consider the
material misstatement of law includes citing as provisions of rule 1.13. Remedial measures do not
authority a decision that has been overruled or a include disclosure of client confidential information,
statute that has been repealed or declared which the lawyer is required to protect under
unconstitutional, or failing to correct such a citation Business and Professions Code section 6068,
previously made to the tribunal* by the lawyer. subdivision (e) and rule 1.6.
Legal Argument Duration of Obligation
[3] Legal authority in the controlling jurisdiction [6] A proceeding has concluded within the
may include legal authority outside the jurisdiction meaning of this rule when a final judgment in the
in which the tribunal* sits, such as a federal statute proceeding has been affirmed on appeal or the time
or case that is determinative of an issue in a state for review has passed. A prosecutor may have
court proceeding or a Supreme Court decision that is obligations that go beyond the scope of this rule.
binding on a lower court. (See, e.g., rule 3.8(f) and (g).)
[4] The duties stated in paragraphs (a) and (b) Ex Parte Communications
apply to all lawyers, including defense counsel in
criminal cases. If a lawyer knows* that a client [7] Paragraph (d) does not apply to ex parte
intends to testify falsely or wants the lawyer to communications that are not otherwise prohibited
introduce false evidence, the lawyer should seek to by law or the tribunal.*
persuade the client that the evidence should not be
offered and, if unsuccessful, must refuse to offer the Withdrawal
false evidence. If a criminal defendant insists on
testifying, and the lawyer knows* that the testimony [8] A lawyer’s compliance with the duty of candor
will be false, the lawyer may offer the testimony in a imposed by this rule does not require that the
narrative form if the lawyer made reasonable* lawyer withdraw from the representation. The
efforts to dissuade the client from the unlawful lawyer may, however, be required by rule 1.16 to
course of conduct and the lawyer has sought seek permission of the tribunal* to withdraw if the
permission from the court to withdraw as required lawyer’s compliance with this rule results in a
by rule 1.16. (See, e.g., People v. Johnson (1998) 62 deterioration of the lawyer-client relationship such
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 one whose commencement can be foreseen. (See,
Counsel e.g., Pen. Code, § 135; 18 U.S.C. §§ 1501-1520.)
Falsifying evidence is also generally a criminal offense.
A lawyer shall not: (See, e.g., Pen. Code, § 132; 18 U.S.C. § 1519.)
Applicable law may permit a lawyer to take temporary
(a) unlawfully obstruct another party’s access to possession of physical evidence of client crimes for
evidence, including a witness, or unlawfully alter, the purpose of conducting a limited examination that
destroy or conceal a document or other material will not alter or destroy material characteristics of the
having potential evidentiary value. A lawyer shall not evidence. Applicable law may require a lawyer to turn
counsel or assist another person* to do any such act; evidence over to the police or other prosecuting
authorities, depending on the circumstances. (See
(b) suppress any evidence that the lawyer or the People v. Lee (1970) 3 Cal.App.3d 514, 526 [83
lawyer’s client has a legal obligation to reveal or to Cal.Rptr. 715]; People v. Meredith (1981) 29 Cal.3d
produce; 682 [175 Cal.Rptr. 612].)
(c) falsify evidence, counsel or assist a witness to [2] A violation of a civil or criminal discovery rule or
testify falsely, or offer an inducement to a witness statute does not by itself establish a violation of this
that is prohibited by law; rule. See rule 3.8 for special disclosure responsibilities
of a prosecutor.
(d) directly or indirectly pay, offer to pay, or
acquiesce in the payment of compensation to a
witness contingent upon the content of the witness’s Rule 3.5 Contact with Judges, Officials,
testimony or the outcome of the case. Except where Employees, and Jurors
prohibited by law, a lawyer may advance, guarantee,
or acquiesce in the payment of: (a) Except as permitted by statute, an applicable
code of judicial ethics or code of judicial conduct, or
(1) expenses reasonably* incurred by a standards governing employees of a tribunal,* a
witness in attending or testifying; lawyer shall not directly or indirectly give or lend
anything of value to a judge, official, or employee of a
(2) reasonable* compensation to a witness for
tribunal.* This rule does not prohibit a lawyer from
loss of time in attending or testifying; or
contributing to the campaign fund of a judge or
(3) a reasonable* fee for the professional judicial officer running for election or confirmation
services of an expert witness; pursuant to applicable law pertaining to such
contributions.
(e) advise or directly or indirectly cause a person* to
secrete himself or herself or to leave the jurisdiction (b) Unless permitted to do so by law, an applicable
of a tribunal* for the purpose of making that person* code of judicial ethics or code of judicial conduct, a
unavailable as a witness therein; rule or ruling of a tribunal,* or a court order, a lawyer
shall not directly or indirectly communicate with or
(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

(5) in ex parte matters. (j) A lawyer shall reveal promptly to the court
improper conduct by a person* who is either a
(c) As used in this rule, “judge” and “judicial officer” member of a venire or a juror, or by another toward a
shall also include: (i) administrative law judges; (ii) person* who is either a member of a venire or a juror
neutral arbitrators; (iii) State Bar Court judges; (iv) or a member of his or her family, of which the lawyer
members of an administrative body acting in an has knowledge.
adjudicative capacity; and (v) law clerks, research
attorneys, or other court personnel who participate in (k) This rule does not prohibit a lawyer from
the decision-making process, including referees, communicating with persons* who are members of a
special masters, or other persons* to whom a court venire or jurors as a part of the official proceedings.
refers one or more issues and whose decision or
recommendation can be binding on the parties if (l) For purposes of this rule, “juror” means any
approved by the court. empaneled, discharged, or excused juror.
(d) A lawyer connected with a case shall not Comment

communicate directly or indirectly with anyone the
lawyer knows* to be a member of the venire from [1] An applicable code of judicial ethics or code of
which the jury will be selected for trial of that case. judicial conduct under this rule includes the California
Code of Judicial Ethics and the Code of Conduct for
(e) During trial, a lawyer connected with the case United States Judges. Regarding employees of a
shall not communicate directly or indirectly with any tribunal* not subject to judicial ethics or conduct
juror. codes, applicable standards include the Code of Ethics
for the Court Employees of California and 5 United
(f) During trial, a lawyer who is not connected with States Code section 7353 (Gifts to Federal employees).
the case shall not communicate directly or indirectly The statutes applicable to adjudicatory proceedings of
concerning the case with anyone the lawyer knows* is state agencies generally are contained in the
a juror in the case. Administrative Procedure Act (Gov. Code, § 11340 et
seq.; see Gov. Code, § 11370 [listing statutes with the
(g) After discharge of the jury from further act].) State and local agencies also may adopt their
consideration of a case a lawyer shall not own regulations and rules governing communications
communicate directly or indirectly with a juror if: with members or employees of a tribunal.*
(1) the communication is prohibited by law or [2] For guidance on permissible communications
court order; with a juror in a criminal action after discharge of the
jury, see Code of Civil Procedure section 206.
(2) the juror has made known* to the lawyer a
desire not to communicate; or [3] It is improper for a lawyer to communicate with
a juror who has been removed, discharged, or
(3) the communication involves excused from an empaneled jury, regardless of
misrepresentation, coercion, or duress, or is whether notice is given to other counsel, until such
intended to harass or embarrass the juror or to time as the entire jury has been discharged from
influence the juror’s actions in future jury further service or unless the communication is part of
service. the official proceedings of the case.
(h) A lawyer shall not directly or indirectly conduct
an out of court investigation of a person* who is Rule 3.6 Trial Publicity
either a member of a venire or a juror in a manner
likely to influence the state of mind of such person* in (a) A lawyer who is participating or has participated
connection with present or future jury service. in the investigation or litigation of a matter shall not
make an extrajudicial statement that the lawyer
(i) All restrictions imposed by this rule also apply to knows* or reasonably should know* will (i) be
communications with, or investigations of, members disseminated by means of public communication and
of the family of a person* who is either a member of a (ii) have a substantial* likelihood of materially
venire or a juror. prejudicing an adjudicative proceeding in the matter.

(b) Notwithstanding paragraph (a), but only to the (d) No lawyer associated in a law firm* or
extent permitted by Business and Professions Code government agency with a lawyer subject to
section 6068, subdivision (e) and rule 1.6, lawyer may paragraph (a) shall make a statement prohibited by
state: paragraph (a).
(1) the claim, offense or defense involved and, Comment

except when prohibited by law, the identity of
the persons* involved; [1] Whether an extrajudicial statement violates this
rule depends on many factors, including: (i) whether
(2) information contained in a public record; the extrajudicial statement presents information
clearly inadmissible as evidence in the matter for the
(3) that an investigation of a matter is in purpose of proving or disproving a material fact in
progress; issue; (ii) whether the extrajudicial statement
presents information the lawyer knows* is false,
(4) the scheduling or result of any step in deceptive, or the use of which would violate Business
litigation; and Professions Code section 6068, subdivision (d) or
rule 3.3; (iii) whether the extrajudicial statement
(5) a request for assistance in obtaining
violates a lawful “gag” order, or protective order,
evidence and information necessary thereto;
statute, rule of court, or special rule of confidentiality,
(6) a warning of danger concerning the for example, in juvenile, domestic, mental disability,
behavior of a person* involved, when there is and certain criminal proceedings, (see Bus. & Prof.
reason to believe* that there exists the Code, § 6068, subd. (a) and rule 3.4(f), which require
likelihood of substantial* harm to an individual compliance with such obligations); and (iv) the timing
or to the public but only to the extent that of the statement.
dissemination by public communication is
[2] This rule applies to prosecutors and criminal
reasonably* necessary to protect the individual
defense counsel. See rule 3.8(e) for additional duties
or the public; and
of prosecutors in connection with extrajudicial
(7) in a criminal case, in addition to paragraphs statements about criminal proceedings.
(b)(1) through (6):
(i) the identity, general area of Rule 3.7 Lawyer as Witness

residence, and occupation of the accused;
(a) A lawyer shall not act as an advocate in a trial
(ii) if the accused has not been in which the lawyer is likely to be a witness unless:
apprehended, the information necessary to
(1) the lawyer’s testimony relates to an
aid in apprehension of that person;*
uncontested issue or matter;
(iii) the fact, time, and place of arrest;
(2) the lawyer’s testimony relates to the
and
nature and value of legal services rendered in
(iv) the identity of investigating and the case; or
arresting officers or agencies and the
(3) the lawyer has obtained informed written
length of the investigation.
consent* from the client. If the lawyer
(c) Notwithstanding paragraph (a), a lawyer may represents the People or a governmental
make a statement that a reasonable* lawyer would entity, the consent shall be obtained from the
believe* is required to protect a client from the head of the office or a designee of the head of
substantial* undue prejudicial effect of recent the office by which the lawyer is employed.
publicity not initiated by the lawyer or the lawyer’s
(b) A lawyer may act as advocate in a trial in which
client. A statement made pursuant to this paragraph
another lawyer in the lawyer’s firm* is likely to be
shall be limited to such information as is necessary to
called as a witness unless precluded from doing so
mitigate the recent adverse publicity.
by rule 1.7 or rule 1.9.

Comment including investigators, law enforcement personnel,

employees or other persons* assisting or associated
[1] This rule applies to a trial before a jury, judge, with the prosecutor in a criminal case from making an
administrative law judge or arbitrator. This rule does extrajudicial statement that the prosecutor would be
not apply to other adversarial proceedings. This rule prohibited from making under rule 3.6.
also does not apply in non-adversarial proceedings,
as where a lawyer testifies on behalf of a client in a (f) When a prosecutor knows* of new, credible and
hearing before a legislative body. material evidence creating a reasonable* likelihood
that a convicted defendant did not commit an offense
[2] A lawyer’s obligation to obtain informed written of which the defendant was convicted, the prosecutor
consent* may be satisfied when the lawyer makes the shall:
required disclosure, and the client gives informed
consent* on the record in court before a licensed (1) promptly disclose that evidence to an
court reporter or court recorder who prepares a appropriate court or authority, and
transcript or recording of the disclosure and consent.
See definition of “written” in rule 1.0.1(n). (2) if the conviction was obtained in the
prosecutor’s jurisdiction,
[3] Notwithstanding a client’s informed written
consent,* courts retain discretion to take action, up to (i) promptly disclose that evidence to
and including disqualification of a lawyer who seeks to the defendant unless a court authorizes
both testify and serve as an advocate, to protect the delay, and
trier of fact from being misled or the opposing party
from being prejudiced. (See, e.g., Lyle v. Superior (ii) undertake further investigation, or
Court (1981) 122 Cal.App.3d 470 [175 Cal.Rptr. 918].) make reasonable* efforts to cause an
investigation, to determine whether the
defendant was convicted of an offense that
Rule 3.8 Special Responsibilities of a Prosecutor the defendant did not commit.
The prosecutor in a criminal case shall: (g) When a prosecutor knows* of clear and
convincing evidence establishing that a defendant in
(a) not institute or continue to prosecute a charge the prosecutor’s jurisdiction was convicted of an
that the prosecutor knows* is not supported by offense that the defendant did not commit, the
probable cause; prosecutor shall seek to remedy the conviction.
(b) make reasonable* efforts to assure that the Comment

accused has been advised of the right to, and the
procedure for obtaining, counsel and has been given [1] A prosecutor has the responsibility of a minister
reasonable* opportunity to obtain counsel; of justice and not simply that of an advocate. This
responsibility carries with it specific obligations to see
(c) not seek to obtain from an unrepresented that the defendant is accorded procedural justice,
accused a waiver of important pretrial rights unless that guilt is decided upon the basis of sufficient
the tribunal* has approved the appearance of the evidence, and that special precautions are taken to
accused in propria persona; prevent and to rectify the conviction of innocent
persons.* This rule is intended to achieve those
(d) make timely disclosure to the defense of all results. All lawyers in government service remain
evidence or information known* to the prosecutor bound by rules 3.1 and 3.4.
that the prosecutor knows* or reasonably should
know* tends to negate the guilt of the accused, [2] Paragraph (c) does not forbid the lawful
mitigate the offense, or mitigate the sentence, except questioning of an uncharged suspect who has
when the prosecutor is relieved of this responsibility knowingly* waived the right to counsel and the right
by a protective order of the tribunal;* and to remain silent. Paragraph (c) also does not forbid
prosecutors from seeking from an unrepresented
(e) exercise reasonable* care to prevent persons* accused a reasonable* waiver of time for initial
under the supervision or direction of the prosecutor, appearance or preliminary hearing as a means of

facilitating the accused’s voluntary cooperation in an the prosecutor to examine the evidence and
ongoing law enforcement investigation. undertake further investigation to determine whether
the defendant is in fact innocent or make reasonable*
[3] The disclosure obligations in paragraph (d) are efforts to cause another appropriate authority to
not limited to evidence or information that is material undertake the necessary investigation, and to
as defined by Brady v. Maryland (1963) 373 U.S. 83 promptly disclose the evidence to the court and,
[83 S.Ct. 1194] and its progeny. For example, these absent court authorized delay, to the defendant.
obligations include, at a minimum, the duty to Disclosure to a represented defendant must be made
disclose impeachment evidence or information that a through the defendant’s counsel, and, in the case of
prosecutor knows* or reasonably should know* casts an unrepresented defendant, would ordinarily be
significant doubt on the accuracy or admissibility of accompanied by a request to a court for the
witness testimony on which the prosecution intends appointment of counsel to assist the defendant in
to rely. Paragraph (d) does not require disclosure of taking such legal measures as may be appropriate.
information protected from disclosure by federal or (See rule 4.2.) Statutes may require a prosecutor to
California laws and rules, as interpreted by case law or preserve certain types of evidence in criminal matters.
court orders. Nothing in this rule is intended to be (See Pen. Code, §§ 1417.1-1417.9.) In addition,
applied in a manner inconsistent with statutory and prosecutors must obey file preservation orders
constitutional provisions governing discovery in concerning rights of discovery guaranteed by the
California courts. A disclosure’s timeliness will vary Constitution and statutory provisions. (See People v.
with the circumstances, and paragraph (d) is not Superior Court (Morales) (2017) 2 Cal.5th 523 [213
intended to impose timing requirements different from Cal.Rptr.3d 581]; Shorts v. Superior Court (2018) 24
those established by statutes, procedural rules, court Cal.App.5th 709 [234 Cal.Rptr.3d 392].)
orders, and case law interpreting those authorities and
the California and federal constitutions. [8] Under paragraph (g), once the prosecutor
knows* of clear and convincing evidence that the
[4] The exception in paragraph (d) recognizes that a defendant was convicted of an offense that the
prosecutor may seek an appropriate protective order defendant did not commit, the prosecutor must seek
from the tribunal* if disclosure of information to the to remedy the conviction. Depending upon the
defense could result in substantial* harm to an circumstances, steps to remedy the conviction could
individual or to the public interest. include disclosure of the evidence to the defendant,
requesting that the court appoint counsel for an
[5] Paragraph (e) supplements rule 3.6, which unrepresented indigent defendant and, where
prohibits extrajudicial statements that have a appropriate, notifying the court that the prosecutor
substantial* likelihood of prejudicing an adjudicatory has knowledge that the defendant did not commit the
proceeding. Paragraph (e) is not intended to restrict offense of which the defendant was convicted.
the statements which a prosecutor may make which
comply with rule 3.6(b) or 3.6(c). [9] A prosecutor’s independent judgment, made in
good faith, that the new evidence is not of such nature
[6] Prosecutors have a duty to supervise the work of as to trigger the obligations of paragraphs (f) and (g),
subordinate lawyers and nonlawyer employees or though subsequently determined to have been
agents. (See rules 5.1 and 5.3.) Ordinarily, the erroneous, does not constitute a violation of this rule.
reasonable* care standard of paragraph (e) will be
satisfied if the prosecutor issues the appropriate [Publisher’s Note: Comment [7] was amended by
cautions to law enforcement personnel and other order of the Supreme Court, effective June 1, 2020.]
relevant individuals.
[7] When a prosecutor knows* of new, credible and Rule 3.9 Advocate in Nonadjudicative
material evidence creating a reasonable* likelihood Proceedings
that a person* outside the prosecutor’s jurisdiction
was convicted of a crime that the person* did not A lawyer representing a client before a legislative
commit, paragraph (f) requires prompt disclosure to body or administrative agency in connection with a
the court or other appropriate authority, such as the pending nonadjudicative matter or proceeding shall
chief prosecutor of the jurisdiction where the disclose that the appearance is in a representative
conviction occurred. If the conviction was obtained in capacity, except when the lawyer seeks information
the prosecutor’s jurisdiction, paragraph (f) requires from an agency that is available to the public.

Comment violates criminal or other laws, the lawyer may state

that if the conduct continues the lawyer will report it
This rule only applies when a lawyer represents a to criminal or administrative authorities. On the other
client in connection with an official hearing or hand, a lawyer could not state or imply that a criminal
meeting of a governmental agency or a legislative or administrative action will be pursued unless the
body to which the lawyer or the lawyer’s client is opposing party agrees to settle the civil dispute.
presenting evidence or argument. It does not apply to
representation of a client in a negotiation or other [2] This rule does not apply to a threat to bring a
bilateral transaction with a governmental agency or in civil action. It also does not prohibit actually
connection with an application for a license or other presenting criminal, administrative or disciplinary
privilege or the client’s compliance with generally charges, even if doing so creates an advantage in a
applicable reporting requirements, such as the filing civil dispute. Whether a lawyer’s statement violates
of income-tax returns. This rule also does not apply to this rule depends on the specific facts. (See, e.g.,
the representation of a client in connection with an Crane v. State Bar (1981) 30 Cal.3d 117 [177 Cal.Rptr.
investigation or examination of the client’s affairs 670].) A statement that the lawyer will pursue “all
conducted by government investigators or examiners. available legal remedies,” or words of similar import,
Representation in such matters is governed by rules does not by itself violate this rule.
4.1 through 4.4. This rule does not require a lawyer to
disclose a client’s identity. [3] This rule does not apply to: (i) a threat to initiate
contempt proceedings for a failure to comply with a
court order; or (ii) the offer of a civil compromise in
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 CHAPTER 4.
the rights and duties of two or more persons* under
civil law, whether or not an action has been
TRANSACTIONS WITH PERSONS*
commenced, and includes an administrative OTHER THAN CLIENTS
proceeding of a quasi-civil nature pending before a
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

not knowingly:*
[1] Paragraph (a) does not prohibit a statement by a
lawyer that the lawyer will present criminal, (a) make a false statement of material fact or law
administrative, or disciplinary charges, unless the to a third person;* or
statement is made to obtain an advantage in a civil
dispute. For example, if a lawyer believes* in good (b) fail to disclose a material fact to a third person*
when disclosure is necessary to avoid assisting a
faith that the conduct of the opposing lawyer or party

criminal or fraudulent* act by a client, unless of the representation with a person* the lawyer
disclosure is prohibited by Business and Professions knows* to be represented by another lawyer in the
Code section 6068, subdivision (e)(1) or rule 1.6. matter, unless the lawyer has the consent of the other
lawyer.
Comment
(b) In the case of a represented corporation,
[1] A lawyer is required to be truthful when partnership, association, or other private or
dealing with others on a client’s behalf, but generally governmental organization, this rule prohibits
has no affirmative duty to inform an opposing party communications with:
of relevant facts. A misrepresentation can occur if
the lawyer incorporates or affirms the truth of a (1) A current officer, director, partner,*or
statement of another person* that the lawyer managing agent of the organization; or
knows* is false. However, in drafting an agreement
or other document on behalf of a client, a lawyer (2) A current employee, member, agent, or
does not necessarily affirm or vouch for the other constituent of the organization, if the
truthfulness of representations made by the client in subject of the communication is any act or
the agreement or document. A nondisclosure can be omission of such person* in connection with the
the equivalent of a false statement of material fact matter which may be binding upon or imputed
or law under paragraph (a) where a lawyer makes a to the organization for purposes of civil or
partially true but misleading material statement or criminal liability.
material omission. In addition to this rule, lawyers
remain bound by Business and Professions Code (c) This rule shall not prohibit:
section 6106 and rule 8.4.
(1) communications with a public official,
[2] This rule refers to statements of fact. Whether board, committee, or body; or
a particular statement should be regarded as one of
fact can depend on the circumstances. For example, (2) communications otherwise authorized by
in negotiation, certain types of statements ordinarily law or a court order.
are not taken as statements of material fact.
(d) For purposes of this rule:
Estimates of price or value placed on the subject of a
transaction and a party’s intentions as to an (1) “Managing agent” means an employee,
acceptable settlement of a claim are ordinarily in this member, agent, or other constituent of an
category, and so is the existence of an undisclosed organization with substantial* discretionary
principal except where nondisclosure of the principal authority over decisions that determine
would constitute fraud.* organizational policy.
[3] Under rule 1.2.1, a lawyer is prohibited from (2) “Public official” means a public officer of
counseling or assisting a client in conduct that the the United States government, or of a state,
lawyer knows* is criminal or fraudulent.* See rule county, city, town, political subdivision, or other
1.4(a)(4) regarding a lawyer’s obligation to consult governmental organization, with the
with the client about limitations on the lawyer’s comparable decision-making authority and
conduct. In some circumstances, a lawyer can avoid responsibilities as the organizational
assisting a client’s crime or fraud* by withdrawing constituents described in paragraph (b)(1).
from the representation in compliance with rule
1.16. Comment
[4] Regarding a lawyer’s involvement in lawful [1] This rule applies even though the represented
covert activity in the investigation of violations of person* initiates or consents to the communication.
law, see rule 8.4, Comment [5]. A lawyer must immediately terminate communication
with a person* if, after commencing communication,
the lawyer learns that the person* is one with whom
Rule 4.2 Communication with a Represented communication is not permitted by this rule.
Person*
[2] “Subject of the representation,” “matter,” and
(a) In representing a client, a lawyer shall not “person” are not limited to a litigation context. This
communicate directly or indirectly about the subject rule applies to communications with any person,*

whether or not a party to a formal adjudicative public boards, committees, and bodies, and with
proceeding, contract, or negotiation, who is public officials as defined in paragraph (d)(2) of this
represented by counsel concerning the matter to rule. Communications with a governmental
which the communication relates. organization constituent who is not a public official,
however, will remain subject to this rule when the
[3] The prohibition against communicating lawyer knows* the governmental organization is
“indirectly” with a person* represented by counsel in represented in the matter and the communication
paragraph (a) is intended to address situations where with that constituent falls within paragraph (b)(2).
a lawyer seeks to communicate with a represented
person* through an intermediary such as an agent, [8] Paragraph (c)(2) recognizes that statutory
investigator or the lawyer’s client. This rule, however, schemes, case law, and court orders may authorize
does not prevent represented persons* from communications between a lawyer and a person*
communicating directly with one another with respect that would otherwise be subject to this rule.
to the subject of the representation, nor does it Examples of such statutory schemes include those
prohibit a lawyer from advising a client concerning protecting the right of employees to organize and
such a communication. A lawyer may also advise a engage in collective bargaining, employee health and
client not to accept or engage in such safety, and equal employment opportunity. The law
communications. The rule also does not prohibit a also recognizes that prosecutors and other
lawyer who is a party to a legal matter from government lawyers are authorized to contact
communicating on his or her own behalf with a represented persons,* either directly or through
represented person* in that matter. investigative agents and informants, in the context of
investigative activities, as limited by relevant federal
[4] This rule does not prohibit communications with and state constitutions, statutes, rules, and case law.
a represented person* concerning matters outside (See, e.g., United States v. Carona (9th Cir. 2011) 630
the representation. Similarly, a lawyer who knows* F.3d 917; United States v. Talao (9th Cir. 2000) 222
that a person* is being provided with limited scope F.3d 1133.) The rule is not intended to preclude
representation is not prohibited from communicating communications with represented persons* in the
with that person* with respect to matters that are course of such legitimate investigative activities as
outside the scope of the limited representation. (See, authorized by law. This rule also is not intended to
e.g., Cal. Rules of Court, rules 3.35 – 3.37, 5.425 preclude communications with represented persons*
[Limited Scope Representation].) in the course of legitimate investigative activities
engaged in, directly or indirectly, by lawyers
[5] This rule does not prohibit communications representing persons* whom the government has
initiated by a represented person* seeking advice or accused of or is investigating for crimes, to the extent
representation from an independent lawyer of the those investigative activities are authorized by law.
person’s* choice.
[9] A lawyer who communicates with a represented
[6] If a current constituent of the organization is person* pursuant to paragraph (c) is subject to other
represented in the matter by his or her own counsel, restrictions in communicating with the person.* (See,
the consent by that counsel to a communication is e.g. Bus. & Prof. Code, § 6106; Snider v. Superior Court
sufficient for purposes of this rule. (2003) 113 Cal.App.4th 1187, 1213 [7 Cal.Rptr.3d
119]; In the Matter of Dale (2005) 4 Cal. State Bar Ct.
[7] This rule applies to all forms of governmental Rptr. 798.)
and private organizations, such as cities, counties,
corporations, partnerships, limited liability companies,
and unincorporated associations. When a lawyer Rule 4.3 Communicating with an
communicates on behalf of a client with a Unrepresented Person*
governmental organization, or certain employees,
members, agents, or other constituents of a (a) In communicating on behalf of a client with a
governmental organization, however, special person* who is not represented by counsel, a lawyer
considerations exist as a result of the right to petition shall not state or imply that the lawyer is
conferred by the First Amendment of the United disinterested. When the lawyer knows* or
States Constitution and article I, section 3 of the reasonably should know* that the unrepresented
California Constitution. Paragraph (c)(1) recognizes person* incorrectly believes* the lawyer is
these special considerations by generally exempting disinterested in the matter, the lawyer shall make
from application of this rule communications with reasonable* efforts to correct the misunderstanding.

If the lawyer knows* or reasonably should know* knows* or reasonably should know* that the writing*
that the interests of the unrepresented person* are is privileged or subject to the work product doctrine,
in conflict with the interests of the client, the lawyer the lawyer shall:
shall not give legal advice to that person,* except
that the lawyer may, but is not required to, advise (a) refrain from examining the writing* any more
the person* to secure counsel. than is necessary to determine that it is privileged or
subject to the work product doctrine, and
(b) In communicating on behalf of a client with a
person* who is not represented by counsel, a lawyer (b) promptly notify the sender.
shall not seek to obtain privileged or other
confidential information the lawyer knows* or Comment
reasonably should know* the person* may not
reveal without violating a duty to another or which [1] If a lawyer determines this rule applies to a
the lawyer is not otherwise entitled to receive. transmitted writing,* the lawyer should return the
writing* to the sender, seek to reach agreement with
Comment the sender regarding the disposition of the writing,*
or seek guidance from a tribunal.* (See Rico v.
[1] This rule is intended to protect unrepresented Mitsubishi (2007) 42 Cal.4th 807, 817 [68 Cal.Rptr.3d
persons,* whatever their interests, from being misled 758].) In providing notice required by this rule, the
when communicating with a lawyer who is acting for a lawyer shall comply with rule 4.2.
client.
[2] This rule does not address the legal duties of a
[2] Paragraph (a) distinguishes between situations in lawyer who receives a writing* that the lawyer
which a lawyer knows* or reasonably should know* knows* or reasonably should know* may have been
that the interests of an unrepresented person* are in inappropriately disclosed by the sending person.*
conflict with the interests of the lawyer’s client and (See Clark v. Superior Court (2011) 196 Cal.App.4th 37
situations in which the lawyer does not. In the former [125 Cal.Rptr.3d 361].)
situation, the possibility that the lawyer will
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 CHAPTER 5.
lawyer does not give legal advice merely by stating a LAW FIRMS* AND ASSOCIATIONS
legal position on behalf of the lawyer’s client. This rule
does not prohibit a lawyer from negotiating the terms
Rule 5.1 Responsibilities of Managerial and
of a transaction or settling a dispute with an
unrepresented person.* So long as the lawyer
Supervisory Lawyers
discloses that the lawyer represents an adverse party (a) A lawyer who individually or together with other
and not the person,* the lawyer may inform the
lawyers possesses managerial authority in a law firm,*
person* of the terms on which the lawyer’s client will
shall make reasonable* efforts to ensure that the
enter into the agreement or settle the matter, prepare firm* has in effect measures giving reasonable*
documents that require the person’s* signature, and
assurance that all lawyers in the firm* comply with
explain the lawyer’s own view of the meaning of the these rules and the State Bar Act.
document and the underlying legal obligations.
(b) A lawyer having direct supervisory authority
[3] Regarding a lawyer’s involvement in lawful over another lawyer, whether or not a member or
covert activity in the investigation of violations of law,
employee of the same law firm,* shall make
see rule 8.4, Comment [5]. 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

(2) the lawyer, individually or together with workload among lawyers in a public sector legal
other lawyers, possesses managerial authority in agency or other legal department. (See, e.g., State
the law firm* in which the other lawyer Bar of California, Guidelines on Indigent Defense
practices, or has direct supervisory authority Services Delivery Systems (2006).)
over the other lawyer, whether or not a member
or employee of the same law firm,* and knows* Paragraph (b) – Duties of Supervisory Lawyers
of the conduct at a time when its consequences
can be avoided or mitigated but fails to take [5] Whether a lawyer has direct supervisory
reasonable* remedial action. authority over another lawyer in particular
circumstances is a question of fact.
Comment
Paragraph (c) – Responsibility for Another’s Lawyer’s
Paragraph (a) – Duties Of Managerial Lawyers To Violation
Reasonably* Assure Compliance with the Rules
[6] The appropriateness of remedial action under
[1] Paragraph (a) requires lawyers with managerial paragraph (c)(2) would depend on the nature and
authority within a law firm* to make reasonable* seriousness of the misconduct and the nature and
efforts to establish internal policies and procedures immediacy of its harm. A managerial or supervisory
designed, for example, to detect and resolve conflicts lawyer must intervene to prevent avoidable
of interest, identify dates by which actions must be consequences of misconduct if the lawyer knows*
taken in pending matters, account for client funds and that the misconduct occurred.
property, and ensure that inexperienced lawyers are
properly supervised. [7] A supervisory lawyer violates paragraph (b) by
failing to make the efforts required under that
[2] Whether particular measures or efforts satisfy paragraph, even if the lawyer does not violate
the requirements of paragraph (a) might depend paragraph (c) by knowingly* directing or ratifying the
upon the law firm’s structure and the nature of its conduct, or where feasible, failing to take reasonable*
practice, including the size of the law firm,* whether it remedial action.
has more than one office location or practices in more
than one jurisdiction, or whether the firm* or its [8] Paragraphs (a), (b), and (c) create independent
partners* engage in any ancillary business. bases for discipline. This rule does not impose
vicarious responsibility on a lawyer for the acts of
[3] A partner,* shareholder or other lawyer in a law another lawyer who is in or outside the law firm.*
firm* who has intermediate managerial Apart from paragraph (c) of this rule and rule 8.4(a), a
responsibilities satisfies paragraph (a) if the law firm* lawyer does not have disciplinary liability for the
has a designated managing lawyer charged with that conduct of a partner,* associate, or subordinate
responsibility, or a management committee or other lawyer. The question of whether a lawyer can be
body that has appropriate managerial authority and is liable civilly or criminally for another lawyer’s conduct
charged with that responsibility. For example, the is beyond the scope of these rules.
managing lawyer of an office of a multi-office law
firm* would not necessarily be required to
promulgate firm-wide policies intended to Rule 5.2 Responsibilities of a Subordinate
reasonably* assure that the law firm’s lawyers comply Lawyer
with the rules or State Bar Act. However, a lawyer
remains responsible to take corrective steps if the (a) A lawyer shall comply with these rules and the
lawyer knows* or reasonably should know* that the State Bar Act notwithstanding that the lawyer acts at
delegated body or person* is not providing or the direction of another lawyer or other person.*
implementing measures as required by this rule.
(b) A subordinate lawyer does not violate these
[4] Paragraph (a) also requires managerial lawyers rules or the State Bar Act if that lawyer acts in
to make reasonable* efforts to assure that other accordance with a supervisory lawyer’s reasonable*
lawyers in an agency or department comply with resolution of an arguable question of professional
these rules and the State Bar Act. This rule duty.
contemplates, for example, the creation and
implementation of reasonable* guidelines relating to
the assignment of cases and the distribution of

Comment time when its consequences can be avoided or

mitigated but fails to take reasonable* remedial
When lawyers in a supervisor-subordinate action.
relationship encounter a matter involving professional
judgment as to the lawyers’ responsibilities under Comment
these rules or the State Bar Act and the question can
reasonably* be answered only one way, the duty of Lawyers often utilize nonlawyer personnel, including
both lawyers is clear and they are equally responsible secretaries, investigators, law student interns, and
for fulfilling it. Accordingly, the subordinate lawyer paraprofessionals. Such assistants, whether
must comply with his or her obligations under employees or independent contractors, act for the
paragraph (a). If the question reasonably* can be lawyer in rendition of the lawyer’s professional
answered more than one way, the supervisory lawyer services. A lawyer must give such assistants
may assume responsibility for determining which of appropriate instruction and supervision concerning all
the reasonable* alternatives to select, and the ethical aspects of their employment. The measures
subordinate may be guided accordingly. If the employed in instructing and supervising nonlawyers
subordinate lawyer believes* that the supervisor’s should take account of the fact that they might not
proposed resolution of the question of professional have legal training.
duty would result in a violation of these rules or the
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 (a) For purposes of this rule:
Assistants
(1) “Employ” means to engage the services of
With respect to a nonlawyer employed or retained by another, including employees, agents,
or associated with a lawyer: independent contractors and consultants,
regardless of whether any compensation is paid;
(a) a lawyer who individually or together with other
lawyers possesses managerial authority in a law firm,* (2) “Member” means a member of the State
shall make reasonable* efforts to ensure that the Bar of California;
firm* has in effect measures giving reasonable*
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
result of action taken pursuant to Business and
(b) a lawyer having direct supervisory authority over Professions Code sections 6007, 6203,
the nonlawyer, whether or not an employee of the subdivision (d)(1), or California Rules of Court,
same law firm,* shall make reasonable* efforts to rule 9.31(d);
ensure that the person’s* conduct is compatible with
the professional obligations of the lawyer; and (4) “Resigned member” means a member who
has resigned from the State Bar while
(c) a lawyer shall be responsible for conduct of such disciplinary charges are pending; and
a person* that would be a violation of these rules or
the State Bar Act if engaged in by a lawyer if: (5) “Ineligible person” means a member
whose current status with the State Bar of
(1) the lawyer orders or, with knowledge of California is disbarred, suspended, resigned, or
the relevant facts and of the specific conduct, involuntarily inactive.
ratifies the conduct involved; or
(b) A lawyer shall not employ, associate in practice
(2) the lawyer, individually or together with with, or assist a person* the lawyer knows* or
other lawyers, possesses managerial authority in reasonably should know* is an ineligible person to
the law firm* in which the person* is employed, perform the following on behalf of the lawyer’s client:
or has direct supervisory authority over the
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;

(2) Appear on behalf of a client in any hearing two years following termination of the lawyer’s
or proceeding or before any judicial officer, employment by the client.
arbitrator, mediator, court, public agency,
referee, magistrate, commissioner, or hearing (e) A lawyer may, without client or State Bar
officer; notification, employ, associate in practice with, or
assist an ineligible person whose sole function is to
(3) Appear as a representative of the client at perform office physical plant or equipment
a deposition or other discovery matter; maintenance, courier or delivery services, catering,
reception, typing or transcription, or other similar
(4) Negotiate or transact any matter for or on support activities.
behalf of the client with third parties;
(f) When the lawyer no longer employs, associates
(5) Receive, disburse or otherwise handle the in practice with, or assists the ineligible person, the
client’s funds; or lawyer shall promptly serve upon the State Bar
written* notice of the termination.
(6) Engage in activities that constitute the
practice of law. Comment
(c) A lawyer may employ, associate in practice with, If the client is an organization, the lawyer shall serve
or assist an ineligible person to perform research, the notice required by paragraph (d) on its highest
drafting or clerical activities, including but not limited authorized officer, employee, or constituent
to: overseeing the particular engagement. (See rule
1.13.)
(1) Legal work of a preparatory nature, such as
legal research, the assemblage of data and other [Publisher’s Note re rule 5.3.1: Operative January 1,
necessary information, drafting of pleadings, 2019, Business and Professions Code section 6002, in
briefs, and other similar documents; part, provides that any provision of law referring to
the “member of the State Bar” shall be deemed to
(2) Direct communication with the client or refer to a licensee of the State Bar. In accordance with
third parties regarding matters such as this law, references to a “member” included in the
scheduling, billing, updates, confirmation of current Rules of Professional Conduct are deemed to
receipt or sending of correspondence and refer to a “licensee.”]
messages; or
(3) Accompanying an active lawyer in Rule 5.4 Financial and Similar Arrangements
attending a deposition or other discovery matter with Nonlawyers
for the limited purpose of providing clerical
assistance to the active lawyer who will appear (a) A lawyer or law firm* shall not share legal fees
as the representative of the client. directly or indirectly with a nonlawyer or with an
organization that is not authorized to practice law,
(d) Prior to or at the time of employing, associating except that:
in practice with, or assisting a person* the lawyer
knows* or reasonably should know* is an ineligible (1) an agreement by a lawyer with the
person, the lawyer shall serve upon the State Bar lawyer’s firm,* partner,* or associate may
written* notice of the employment, including a full provide for the payment of money or other
description of such person’s current bar status. The consideration over a reasonable* period of time
written* notice shall also list the activities prohibited after the lawyer’s death, to the lawyer’s estate
in paragraph (b) and state that the ineligible person or to one or more specified persons;*
will not perform such activities. The lawyer shall serve
similar written* notice upon each client on whose (2) a lawyer purchasing the practice of a
specific matter such person* will work, prior to or at deceased, disabled or disappeared lawyer may
the time of employing, associating with, or assisting pay the agreed-upon purchase price, pursuant to
such person* to work on the client’s specific matter. rule 1.17, to the lawyer’s estate or other
The lawyer shall obtain proof of service of the client’s representative;
written* notice and shall retain such proof and a true
and correct copy of the client’s written* notice for (3) a lawyer or law firm* may include
nonlawyer employees in a compensation or

retirement plan, even though the plan is based (f) A lawyer shall not practice with or in the form of
in whole or in part on a profit-sharing a nonprofit legal aid, mutual benefit or advocacy
arrangement, provided the plan does not group if the nonprofit organization allows any third
otherwise violate these rules or the State Bar person* to interfere with the lawyer’s independent
Act; professional judgment, or with the lawyer-client
relationship, or allows or aids any person* to practice
(4) a lawyer or law firm* may pay a prescribed law in violation of these rules or the State Bar Act.
registration, referral, or other fee to a lawyer
referral service established, sponsored and Comment
operated in accordance with the State Bar of
California’s Minimum Standards for Lawyer [1] Paragraph (a) does not prohibit a lawyer or law
Referral Services; or firm* from paying a bonus to or otherwise
compensating a nonlawyer employee from general
(5) a lawyer or law firm* may share with or revenues received for legal services, provided the
pay a court-awarded legal fee to a nonprofit arrangement does not interfere with the independent
organization that employed, retained or professional judgment of the lawyer or lawyers in the
recommended employment of the lawyer or law firm* and does not violate these rules or the State Bar
firm* in the matter. Act. However, a nonlawyer employee’s bonus or
other form of compensation may not be based on a
(b) A lawyer shall not form a partnership or other percentage or share of fees in specific cases or legal
organization with a nonlawyer if any of the activities matters.
of the partnership or other organization consist of the
practice of law. [2] Paragraph (a) also does not prohibit payment to
a nonlawyer third-party for goods and services
(c) A lawyer shall not permit a person* who provided to a lawyer or law firm;* however, the
recommends, employs, or pays the lawyer to render compensation to a nonlawyer third-party may not be
legal services for another to direct or regulate the determined as a percentage or share of the lawyer’s
lawyer’s independent professional judgment or or law firm’s overall revenues or tied to fees in
interfere with the lawyer-client relationship in particular cases or legal matters. A lawyer may pay to
rendering legal services. a nonlawyer third-party, such as a collection agency, a
percentage of past due or delinquent fees in
(d) A lawyer shall not practice with or in the form of concluded matters that the third-party collects on the
a professional corporation or other organization lawyer’s behalf.
authorized to practice law for a profit if:
[3] Paragraph (a)(5) permits a lawyer to share with
(1) a nonlawyer owns any interest in it, except or pay court-awarded legal fees to nonprofit legal aid,
that a fiduciary representative of a lawyer’s mutual benefit, and advocacy groups that are not
estate may hold the lawyer’s stock or other engaged in the unauthorized practice of law. (See
interest for a reasonable* time during Frye v. Tenderloin Housing Clinic, Inc. (2006) 38 Cal.4th
administration; 23 [40 Cal.Rptr.3d 221]; see also rule 6.3.) Regarding
a lawyer’s contribution of legal fees to a legal services
(2) a nonlawyer is a director or officer of the organization, see rule 1.0, Comment [5] on financial
corporation or occupies a position of similar support for programs providing pro bono legal
responsibility in any other form of organization; services.
or
[4] This rule is not intended to affect case law
(3) a nonlawyer has the right or authority to regarding the relationship between insurers and
direct or control the lawyer’s independent lawyers providing legal services to insureds. (See, e.g.,
professional judgment. Gafcon, Inc. v. Ponsor Associates (2002) 98
Cal.App.4th 1388 [120 Cal.Rptr.2d 392].)
(e) The Board of Trustees of the State Bar shall
formulate and adopt Minimum Standards for Lawyer [5] Paragraph (c) is not intended to alter or diminish
Referral Services, which, as from time to time a lawyer’s obligations under rule 1.8.6 (Compensation
amended, shall be binding on lawyers. A lawyer shall from One Other than Client).
not accept a referral from, or otherwise participate in,
a lawyer referral service unless it complies with such
Minimum Standards for Lawyer Referral Services.

Rule 5.5 Unauthorized Practice of Law; (2) an agreement that imposes a restriction on
Multijurisdictional Practice of Law a lawyer’s right to practice in connection with a
settlement of a client controversy, or otherwise.
(a) A lawyer admitted to practice law in California
shall not: (b) A lawyer shall not participate in offering or
making an agreement which precludes the reporting
(1) practice law in a jurisdiction where to do so of a violation of these rules.
would be in violation of regulations of the
profession in that jurisdiction; or (c) This rule does not prohibit an agreement that is
authorized by Business and Professions Code sections
(2) knowingly* assist a person* in the 6092.5, subdivision (i) or 6093.
unauthorized practice of law in that jurisdiction.
Comment
(b) A lawyer who is not admitted to practice law in
California shall not: [1] Concerning the application of paragraph (a)(1),
see Business and Professions Code section 16602;
(1) except as authorized by these rules or Howard v. Babcock (1993) 6 Cal.4th 409, 425 [25
other law, establish or maintain a resident office Cal.Rptr.2d 80].
or other systematic or continuous presence in
California for the practice of law; or [2] Paragraph (a)(2) prohibits a lawyer from offering
or agreeing not to represent other persons* in
(2) hold out to the public or otherwise connection with settling a claim on behalf of a client.
represent that the lawyer is admitted to practice
law in California. [3] This rule does not prohibit restrictions that may
be included in the terms of the sale of a law practice
Comment pursuant to rule 1.17.
Paragraph (b)(1) prohibits lawyers from practicing law

in California unless otherwise entitled to practice law Rule 5.7 [Reserved]
in this state by court rule or other law. (See, e.g., Bus.
& Prof. Code, § 6125 et seq.; see also Cal. Rules of
Court, rules 9.40 [counsel pro hac vice], 9.41
[appearances by military counsel], 9.42 [certified law CHAPTER 6. PUBLIC SERVICE
students], 9.43 [out-of-state attorney arbitration
counsel program], 9.44 [registered foreign legal
Rule 6.1 [Reserved]
consultant], 9.45 [registered legal services attorneys],
9.46 [registered in-house counsel], 9.47 [attorneys
practicing temporarily in California as part of Rule 6.2 [Reserved]
litigation], 9.48 [non-litigating attorneys temporarily
in California to provide legal services].)
Rule 6.3 Membership in Legal Services
Organization
Rule 5.6 Restrictions on a Lawyer’s Right to
Practice A lawyer may serve as a director, officer or member of
a legal services organization, apart from the law firm*
(a) Unless authorized by law, a lawyer shall not in which the lawyer practices, notwithstanding that
participate in offering or making: the organization serves persons* having interests
adverse to a client of the lawyer. The lawyer shall not
(1) a partnership, shareholders, operating,
knowingly* participate in a decision or action of the
employment, or other similar type of agreement
organization:
that restricts the right of a lawyer to practice
after termination of the relationship, except an (a) if participating in the decision or action would be
agreement that concerns benefits upon incompatible with the lawyer’s obligations to a client
retirement; or under Business and Professions Code section 6068,
subdivision (e)(1) or rules 1.6(a), 1.7, 1.9, or 1.18; or

(b) where the decision or action could have a the completion of legal forms that will assist
material adverse effect on the representation of a persons* in addressing their legal problems without
client of the organization whose interests are adverse further representation by a lawyer. In these
to a client of the lawyer. programs, such as legal-advice hotlines, advice-only
clinics or pro se counseling programs, whenever a
Comment lawyer-client relationship is established, there is no
expectation that the lawyer’s representation of the
Lawyers should support and participate in legal client will continue beyond that limited consultation.
service organizations. A lawyer who is an officer or a Such programs are normally operated under
member of such an organization does not thereby circumstances in which it is not feasible for a lawyer
have a lawyer-client relationship with persons* served to systematically screen* for conflicts of interest as
by the organization. However, there is potential is generally required before undertaking a
conflict between the interests of such persons* and representation.
the interests of the lawyer’s clients. If the possibility
of such conflict disqualified a lawyer from serving on [2] A lawyer who provides short-term limited legal
the board of a legal services organization, the services pursuant to this rule must secure the
profession’s involvement in such organizations would client’s informed consent* to the limited scope of
be severely curtailed. the representation. (See rule 1.2(b).) If a short-term
limited representation would not be reasonable*
under the circumstances, the lawyer may offer
Rule 6.4 [Reserved] advice to the client but must also advise the client of
the need for further assistance of counsel. Except as
provided in this rule, these rules and the State Bar
Rule 6.5 Limited Legal Services Programs
Act, including the lawyer’s duty of confidentiality
(a) A lawyer who, under the auspices of a program under Business and Professions Code section 6068,
sponsored by a court, government agency, bar subdivision (e)(1) and rules 1.6 and 1.9, are
association, law school, or nonprofit organization, applicable to the limited representation.
provides short-term limited legal services to a client
[3] A lawyer who is representing a client in the
without expectation by either the lawyer or the
circumstances addressed by this rule ordinarily is not
client that the lawyer will provide continuing
able to check systematically for conflicts of interest.
representation in the matter:
Therefore, paragraph (a)(1) requires compliance
(1) is subject to rules 1.7 and 1.9(a) only if the with rules 1.7 and 1.9(a) only if the lawyer knows*
lawyer knows* that the representation of the that the representation presents a conflict of
client involves a conflict of interest; and interest for the lawyer. In addition, paragraph (a)(2)
imputes conflicts of interest to the lawyer only if the
(2) is subject to rule 1.10 only if the lawyer lawyer knows* that another lawyer in the lawyer’s
knows* that another lawyer associated with law firm* would be disqualified under rules 1.7 or
the lawyer in a law firm* is prohibited from 1.9(a).
representation by rule 1.7 or 1.9(a) with
respect to the matter. [4] Because the limited nature of the services
significantly reduces the risk of conflicts of interest
(b) Except as provided in paragraph (a)(2), rule with other matters being handled by the lawyer’s
1.10 is inapplicable to a representation governed by law firm,* paragraph (b) provides that imputed
this rule. conflicts of interest are inapplicable to a
representation governed by this rule except as
(c) The personal disqualification of a lawyer provided by paragraph (a)(2). Paragraph (a)(2)
participating in the program will not be imputed to imputes conflicts of interest to the participating
other lawyers participating in the program. lawyer when the lawyer knows* that any lawyer in
the lawyer’s firm* would be disqualified under rules
Comment 1.7 or 1.9(a). By virtue of paragraph (b), moreover, a
lawyer’s participation in a short-term limited legal
[1] Courts, government agencies, bar associations, services program will not be imputed to the lawyer’s
law schools and various nonprofit organizations have law firm* or preclude the lawyer’s law firm* from
established programs through which lawyers provide undertaking or continuing the representation of a
short-term limited legal services — such as advice or client with interests adverse to a client being

represented under the program’s auspices. Nor will [3] This rule prohibits truthful statements that are
the personal disqualification of a lawyer participating misleading. A truthful statement is misleading if it
in the program be imputed to other lawyers omits a fact necessary to make the lawyer’s
participating in the program. communication considered as a whole not materially
misleading. A truthful statement is also misleading if
[5] If, after commencing a short-term limited it is presented in a manner that creates a substantial*
representation in accordance with this rule, a lawyer likelihood that it will lead a reasonable* person* to
undertakes to represent the client in the matter on an formulate a specific conclusion about the lawyer or
ongoing basis, rules 1.7, 1.9(a), and 1.10 become the lawyer’s services for which there is no
applicable. reasonable* factual foundation. Any communication
that states or implies “no fee without recovery” is also
misleading unless the communication also expressly
discloses whether or not the client will be liable for
CHAPTER 7. costs.
INFORMATION ABOUT LEGAL SERVICES [4] A communication that truthfully reports a
lawyer’s achievements on behalf of clients or former
Rule 7.1 Communications Concerning a clients, or a testimonial about or endorsement of the
Lawyer’s Services lawyer, may be misleading if presented so as to lead a
reasonable* person* to form an unjustified
(a) A lawyer shall not make a false or misleading expectation that the same results could be obtained
communication about the lawyer or the lawyer’s for other clients in similar matters without reference
services. A communication is false or misleading if it to the specific factual and legal circumstances of each
contains a material misrepresentation of fact or law, client’s case. Similarly, an unsubstantiated
or omits a fact necessary to make the communication comparison of the lawyer’s services or fees with the
considered as a whole not materially misleading. services or fees of other lawyers may be misleading if
presented with such specificity as would lead a
(b) The Board of Trustees of the State Bar may reasonable* person* to conclude that the comparison
formulate and adopt standards as to communications can be substantiated. An appropriate disclaimer or
that will be presumed to violate rule 7.1, 7.2, 7.3, 7.4 qualifying language often avoids creating unjustified
or 7.5. The standards shall only be used as expectations.
presumptions affecting the burden of proof in
disciplinary proceedings involving alleged violations of [5] This rule prohibits a lawyer from making a
these rules. “Presumption affecting the burden of communication that states or implies that the lawyer
proof” means that presumption defined in Evidence is able to provide legal services in a language other
Code sections 605 and 606. Such standards than English unless the lawyer can actually provide
formulated and adopted by the Board, as from time legal services in that language or the communication
to time amended, shall be effective and binding on all also states in the language of the communication the
lawyers. employment title of the person* who speaks such
language.
Comment
[6] Rules 7.1 through 7.5 are not the sole basis for
[1] This rule governs all communications of any type regulating communications concerning a lawyer’s
whatsoever about the lawyer or the lawyer’s services, services. (See, e.g., Bus. & Prof. Code, §§ 6150 –
including advertising permitted by rule 7.2. A 6159.2, 17000 et seq.) Other state or federal laws
communication includes any message or offer made may also apply.
by or on behalf of a lawyer concerning the availability
for professional employment of a lawyer or a lawyer’s
law firm* directed to any person.* Rule 7.2 Advertising
[2] A communication that contains an express (a) Subject to the requirements of rules 7.1 and 7.3,
guarantee or warranty of the result of a particular a lawyer may advertise services through any written,*
representation is a false or misleading communication recorded or electronic means of communication,
under this rule. (See also Bus. & Prof. Code, § 6157.2, including public media.
subd. (a).)

(b) A lawyer shall not compensate, promise or give consent, names of clients regularly represented; and
anything of value to a person* for the purpose of other information that might invite the attention of
recommending or securing the services of the lawyer those seeking legal assistance. This rule, however,
or the lawyer’s law firm,* except that a lawyer may: prohibits the dissemination of false or misleading
information, for example, an advertisement that sets
(1) pay the reasonable* costs of forth a specific fee or range of fees for a particular
advertisements or communications permitted service where, in fact, the lawyer charges or intends
by this rule; to charge a greater fee than that stated in the
advertisement.
(2) pay the usual charges of a legal services
plan or a qualified lawyer referral service. A [2] Neither this rule nor rule 7.3 prohibits
qualified lawyer referral service is a lawyer communications authorized by law, such as court-
referral service established, sponsored and approved class action notices.
operated in accordance with the State Bar of
California’s Minimum Standards for a Lawyer Paying Others to Recommend a Lawyer
Referral Service in California;
[3] Paragraph (b)(1) permits a lawyer to
(3) pay for a law practice in accordance with compensate employees, agents, and vendors who are
rule 1.17; engaged to provide marketing or client-development
services, such as publicists, public-relations personnel,
(4) refer clients to another lawyer or a business-development staff, and website designers.
nonlawyer professional pursuant to an See rule 5.3 for the duties of lawyers and law firms*
arrangement not otherwise prohibited under with respect to supervising the conduct of nonlawyers
these Rules or the State Bar Act that provides for who prepare marketing materials and provide client
the other person* to refer clients or customers development services.
to the lawyer, if:
[4] Paragraph (b)(4) permits a lawyer to make
(i) the reciprocal referral arrangement is referrals to another lawyer or nonlawyer professional,
not exclusive; and in return for the undertaking of that person* to refer
clients or customers to the lawyer. Such reciprocal
(ii) the client is informed of the existence referral arrangements must not interfere with the
and nature of the arrangement; lawyer’s professional judgment as to making referrals
or as to providing substantive legal services. (See rules
(5) offer or give a gift or gratuity to a person* 2.1 and 5.4(c).) Conflicts of interest created by
having made a recommendation resulting in the arrangements made pursuant to paragraph (b)(4) are
employment of the lawyer or the lawyer’s law governed by rule 1.7. A division of fees between or
firm,* provided that the gift or gratuity was not among lawyers not in the same law firm* is governed
offered or given in consideration of any promise, by rule 1.5.1.
agreement, or understanding that such a gift or
gratuity would be forthcoming or that referrals
would be made or encouraged in the future. Rule 7.3 Solicitation of Clients
(c) Any communication made pursuant to this rule (a) A lawyer shall not by in-person, live telephone or
shall include the name and address of at least one real-time electronic contact solicit professional
lawyer or law firm* responsible for its content. employment when a significant motive for doing so is
the lawyer’s pecuniary gain, unless the person*
Comment contacted:
[1] This rule permits public dissemination of (1) is a lawyer; or
accurate information concerning a lawyer and the
lawyer’s services, including for example, the lawyer’s (2) has a family, close personal, or prior
name or firm* name, the lawyer’s contact professional relationship with the lawyer.
information; the kinds of services the lawyer will
undertake; the basis on which the lawyer’s fees are (b) A lawyer shall not solicit professional
determined, including prices for specific services and employment by written,* recorded or electronic
payment and credit arrangements; a lawyer’s foreign communication or by in-person, telephone or real-
language ability; names of references and, with their

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

Comment (See, e.g., In re Gossage (2000) 23 Cal.4th 1080 [99

Cal.Rptr.2d 130].)
The term “other professional designation” includes,
but is not limited to, logos, letterheads, URLs, and [2] A lawyer’s duties with respect to a pro hac vice
signature blocks. application or other application to a court for
admission to practice law are governed by rule 3.3.
Rule 7.6 [Reserved] [3] A lawyer representing an applicant for admission
to practice law is governed by the rules applicable to
the lawyer-client relationship, including Business and
Professions Code section 6068, subdivision (e)(1) and
rule 1.6. A lawyer representing a lawyer who is the
subject of a disciplinary proceeding is not governed by
CHAPTER 8. this rule but is subject to the requirements of rule 3.3.
MAINTAINING THE INTEGRITY
OF THE PROFESSION
Rule 8.1.1 Compliance with Conditions of
Rule 8.1 False Statement Regarding Discipline and Agreements in Lieu of Discipline
Application for Admission to Practice Law A lawyer shall comply with the terms and conditions
attached to any agreement in lieu of discipline, any
(a) An applicant for admission to practice law shall
public or private reproval, or to other discipline
not, in connection with that person’s* own
administered by the State Bar pursuant to Business
application for admission, make a statement of
and Professions Code sections 6077 and 6078 and
material fact that the lawyer knows* to be false, or
California Rules of Court, rule 9.19.
make such a statement with reckless disregard as to
its truth or falsity. Comment
(b) A lawyer shall not, in connection with another Other provisions also require a lawyer to comply with
person’s* application for admission to practice law, agreements in lieu of discipline and conditions of
make a statement of material fact that the lawyer discipline. (See, e.g., Bus. & Prof. Code, § 6068, subds.
knows* to be false. (k), (l).)
(c) An applicant for admission to practice law, or a
lawyer in connection with an application for Rule 8.2 Judicial Officials
admission, shall not fail to disclose a fact necessary to
correct a statement known* by the applicant or the (a) A lawyer shall not make a statement of fact that
lawyer to have created a material misapprehension in the lawyer knows* to be false or with reckless
the matter, except that this rule does not authorize disregard as to its truth or falsity concerning the
disclosure of information protected by Business and qualifications or integrity of a judge or judicial
Professions Code section 6068, subdivision (e) and officer, or of a candidate for election or appointment
rule 1.6. to judicial office.
(d) As used in this rule, “admission to practice law” (b) A lawyer who is a candidate for judicial office in
includes admission or readmission to membership in California shall comply with canon 5 of the California
the State Bar; reinstatement to active membership in Code of Judicial Ethics. For purposes of this rule,
the State Bar; and any similar process relating to “candidate for judicial office” means a lawyer
admission or certification to practice law in California seeking judicial office by election. The determination
or elsewhere. of when a lawyer is a candidate for judicial office by
election is defined in the terminology section of the
Comment California Code of Judicial Ethics. A lawyer’s duty to
comply with this rule shall end when the lawyer
[1] A person* who makes a false statement in
announces withdrawal of the lawyer’s candidacy or
connection with that person’s* own application for
when the results of the election are final, whichever
admission to practice law may be subject to discipline
occurs first.
under this rule after that person* has been admitted.

(c) A lawyer who seeks appointment to judicial Comment

office shall comply with canon 5B(1) of the California
Code of Judicial Ethics. A lawyer becomes an [1] A violation of this rule can occur when a lawyer
applicant seeking judicial office by appointment at is acting in propria persona or when a lawyer is not
the time of first submission of an application or practicing law or acting in a professional capacity.
personal data questionnaire to the appointing
authority. A lawyer’s duty to comply with this rule [2] Paragraph (a) does not prohibit a lawyer from
shall end when the lawyer advises the appointing advising a client concerning action the client is legally
authority of the withdrawal of the lawyer’s entitled to take.
application.
[3] A lawyer may be disciplined for criminal acts as
Comment set forth in Business and Professions Code sections
6101 et seq., or if the criminal act constitutes “other
To maintain the fair and independent administration misconduct warranting discipline” as defined by
of justice, lawyers should defend judges and courts California Supreme Court case law. (See In re Kelley
unjustly criticized. Lawyers also are obligated to (1990) 52 Cal.3d 487 [276 Cal.Rptr. 375].)
maintain the respect due to the courts of justice and
judicial officers. (See Bus. & Prof. Code, § 6068, subd. [4] A lawyer may be disciplined under Business and
(b).) Professions Code section 6106 for acts involving moral
turpitude, dishonesty, or corruption, whether
intentional, reckless, or grossly negligent.
Rule 8.3 [Reserved]
[5] Paragraph (c) does not apply where a lawyer
advises clients or others about, or supervises, lawful
Rule 8.4 Misconduct covert activity in the investigation of violations of civil
or criminal law or constitutional rights, provided the
It is professional misconduct for a lawyer to: lawyer’s conduct is otherwise in compliance with
these rules and the State Bar Act.
(a) violate these rules or the State Bar Act,
knowingly* assist, solicit, or induce another to do so, [6] This rule does not prohibit those activities of a
or do so through the acts of another; particular lawyer that are protected by the First
Amendment to the United States Constitution or by
(b) commit a criminal act that reflects adversely on Article I, section 2 of the California Constitution.
the lawyer’s honesty, trustworthiness, or fitness as a
lawyer in other respects;
Rule 8.4.1 Prohibited Discrimination,
(c) engage in conduct involving dishonesty, fraud,* Harassment and Retaliation
deceit, or reckless or intentional misrepresentation;
(a) In representing a client, or in terminating or
(d) engage in conduct that is prejudicial to the refusing to accept the representation of any client, a
administration of justice; lawyer shall not:
(e) state or imply an ability to influence improperly (1) unlawfully harass or unlawfully
a government agency or official, or to achieve results discriminate against persons* on the basis of any
by means that violate these rules, the State Bar Act, or protected characteristic; or
other law; or
(2) unlawfully retaliate against persons.*
(f) knowingly* assist, solicit, or induce a judge or
judicial officer in conduct that is a violation of an (b) In relation to a law firm’s operations, a lawyer
applicable code of judicial ethics or code of judicial shall not:
conduct, or other law. For purposes of this rule,
“judge” and “judicial officer” have the same meaning (1) on the basis of any protected
as in rule 3.5(c). characteristic,
(i) unlawfully discriminate or knowingly*

permit unlawful discrimination;

(ii) unlawfully harass or knowingly* conduct that is the subject of the State Bar
permit the unlawful harassment of an investigation or State Bar Court proceeding.
employee, an applicant, an unpaid intern
or volunteer, or a person* providing (e) Upon being issued a notice of a disciplinary
services pursuant to a contract; or charge under this rule, a lawyer shall:
(iii) unlawfully refuse to hire or employ a (1) if the notice is of a disciplinary charge
person*, or refuse to select a person* for a under paragraph (a) of this rule, provide a copy
training program leading to employment, of the notice to the California Department of
or bar or discharge a person* from Fair Employment and Housing and the United
employment or from a training program States Department of Justice, Coordination and
leading to employment, or discriminate Review Section; or
against a person* in compensation or in
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
of the notice to the California Department of
(2) unlawfully retaliate against persons.* Fair Employment and Housing and the United
States Equal Employment Opportunity
(c) For purposes of this rule: Commission.
(1) “protected characteristic” means race, (f) This rule shall not preclude a lawyer from:
religious creed, color, national origin, ancestry,
physical disability, mental disability, medical (1) representing a client alleged to have
condition, genetic information, marital status, engaged in unlawful discrimination, harassment,
sex, gender, gender identity, gender expression, or retaliation;
sexual orientation, age, military and veteran
status, or other category of discrimination (2) declining or withdrawing from a
prohibited by applicable law, whether the representation as required or permitted by rule
category is actual or perceived; 1.16; or
(2) “knowingly permit” means to fail to (3) providing advice and engaging in advocacy
advocate corrective action where the lawyer as otherwise required or permitted by these
knows* of a discriminatory policy or practice rules and the State Bar Act.
that results in the unlawful discrimination or
harassment prohibited by paragraph (b); Comment
(3) “unlawfully” and “unlawful” shall be [1] Conduct that violates this rule undermines
determined by reference to applicable state and confidence in the legal profession and our legal system
federal statutes and decisions making unlawful and is contrary to the fundamental principle that all
discrimination or harassment in employment people are created equal. A lawyer may not engage in
and in offering goods and services to the public; such conduct through the acts of another. (See rule
and 8.4(a).) In relation to a law firm’s operations, this rule
imposes on all law firm* lawyers the responsibility to
(4) “retaliate” means to take adverse action advocate corrective action to address known*
against a person* because that person* has (i) harassing or discriminatory conduct by the firm* or
opposed, or (ii) pursued, participated in, or any of its other lawyers or nonlawyer personnel. Law
assisted any action alleging, any conduct firm* management and supervisorial lawyers retain
prohibited by paragraphs (a)(1) or (b)(1) of this their separate responsibility under rules 5.1 and 5.3.
rule. Neither this rule nor rule 5.1 or 5.3 imposes on the
alleged victim of any conduct prohibited by this rule
(d) A lawyer who is the subject of a State Bar any responsibility to advocate corrective action.
investigation or State Bar Court proceeding alleging a
violation of this rule shall promptly notify the State [2] The conduct prohibited by paragraph (a)
Bar of any criminal, civil, or administrative action includes the conduct of a lawyer in a proceeding
premised, whether in whole or part, on the same before a judicial officer. (See Cal. Code Jud. Ethics,
canon 3B(6) [“A judge shall require lawyers in

proceedings before the judge to refrain from federal agencies with primary responsibility for
manifesting, by words or conduct, bias or prejudice coordinating the enforcement of those laws and
based upon race, sex, gender, religion, national origin, regulations is provided with notice of any allegation of
ethnicity, disability, age, sexual orientation, marital unlawful discrimination, harassment, or retaliation by
status, socioeconomic status, or political affiliation a lawyer that the State Bar finds has sufficient merit to
against parties, witnesses, counsel, or others.”].) A warrant issuance of a notice of a disciplinary charge.
lawyer does not violate paragraph (a) by referring to
any particular status or group when the reference is [8] This rule permits the imposition of discipline for
relevant to factual or legal issues or arguments in the conduct that would not necessarily result in the award
representation. While both the parties and the court of a remedy in a civil or administrative proceeding if
retain discretion to refer such conduct to the State such proceeding were filed.
Bar, a court’s finding that peremptory challenges
were exercised on a discriminatory basis does not [9] A disciplinary investigation or proceeding for
alone establish a violation of paragraph (a). conduct coming within this rule may also be initiated
and maintained if such conduct warrants discipline
[3] A lawyer does not violate this rule by limiting the under California Business and Professions Code
scope or subject matter of the lawyer’s practice or by sections 6106 and 6068, the California Supreme
limiting the lawyer’s practice to members of Court’s inherent authority to impose discipline, or
underserved populations. A lawyer also does not other disciplinary standard.
violate this rule by otherwise restricting who will be
accepted as clients for advocacy-based reasons, as
required or permitted by these rules or other law. Rule 8.5 Disciplinary Authority; Choice of Law
[4] This rule does not apply to conduct protected by (a) Disciplinary Authority.
the First Amendment to the United States
A lawyer admitted to practice in California is subject
Constitution or by Article I, section 2 of the California
to the disciplinary authority of California, regardless of
Constitution.
where the lawyer’s conduct occurs. A lawyer not
[5] What constitutes a failure to advocate corrective admitted in California is also subject to the disciplinary
action under paragraph (c)(2) will depend on the authority of California if the lawyer provides or offers
nature and seriousness of the discriminatory policy or to provide any legal services in California. A lawyer
practice, the extent to which the lawyer knows* of may be subject to the disciplinary authority of both
unlawful discrimination or harassment resulting from California and another jurisdiction for the same
that policy or practice, and the nature of the lawyer’s conduct.
relationship to the lawyer or law firm* implementing
(b) Choice of Law.
that policy or practice. For example, a law firm* non-
management and non-supervisorial lawyer who In any exercise of the disciplinary authority of
becomes aware that the law firm* is engaging in a California, the rules of professional conduct to be
discriminatory hiring practice may advocate corrective applied shall be as follows:
action by bringing that discriminatory practice to the
attention of a law firm* management lawyer who (1) for conduct in connection with a matter
would have responsibility under rule 5.1 or 5.3 to take pending before a tribunal,* the rules of the
reasonable* remedial action upon becoming aware of jurisdiction in which the tribunal* sits, unless the
a violation of this rule. rules of the tribunal* provide otherwise; and
[6] Paragraph (d) ensures that the State Bar and the (2) for any other conduct, the rules of the
State Bar Court will be provided with information jurisdiction in which the lawyer’s conduct
regarding related proceedings that may be relevant in occurred, or, if the predominant effect of the
determining whether a State Bar investigation or a conduct is in a different jurisdiction, the rules of
State Bar Court proceeding relating to a violation of that jurisdiction shall be applied to the conduct.
this rule should be abated. A lawyer shall not be subject to discipline if the
lawyer’s conduct conforms to the rules of a
[7] Paragraph (e) recognizes the public policy served jurisdiction in which the lawyer reasonably
by enforcement of laws and regulations prohibiting believes* the predominant effect of the lawyer’s
unlawful discrimination, by ensuring that the state and conduct will occur.

Comment Extension of the disciplinary authority of California to

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

Rules of Professional Conduct

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What are the main sections covered in the Rules of Professional Conduct?

What are the main sections covered in the Rules of Professional Conduct?

What rules govern a lawyer's relationship with clients?

What rules govern a lawyer's relationship with clients?

TheRul

RULES OF PROFESSIONAL CONDUCT Rule 1.8.8 Limiting Liability to Client 18

Rule 1.1 Competence 3 Rule 1.11 Special Conflicts of Interest

Rule 1.8.1 Business Transactions with a Rule 2.2 [Reserved] 32

Rule 3.4 Fairness to Opposing Party and CHAPTER 6. PUBLIC SERVICE

Rule 3.6 Trial Publicity 36 Rule 6.3 Membership in Legal Services

CHAPTER 4. TRANSACTIONS WITH PERSONS* Rule 7.2 Advertising 50

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

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

3-110, Discussion ¶.1 Rule 5.1 Responsibilities of Managerial and Supervisory

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

5-200(E) Trial Conduct 3.4 Fairness to Opposing Party and Counsel

Current Rules With No Former California Rule Counterpart

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

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

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

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

4.4 Duties Concerning Inadvertently Transmitted Writings No California Rule Counterpart

5.2 Responsibilities of a Subordinate Lawyer No California Rule Counterpart

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

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

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(j) “Reasonably should know” when used in

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

[4] The communication necessary to obtain Rule 1.1 Competence

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[3] A lawyer’s representation of a client, including

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Comment (a) A lawyer who knows* or reasonably should

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(2) a contingent fee for representing a

(a) A lawyer shall not reveal information protected

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A lawyer violates the duty of loyalty by using Rule 1.8.4 [Reserved]

(a) A lawyer shall not directly or indirectly pay or

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(a) A lawyer shall not directly or indirectly

(b) Settle a claim or potential claim for the lawyer’s Comment

Comment (a) A lawyer shall not engage in sexual relations

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A prohibition on conduct by an individual lawyer in (2) reveal information protected by Business

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