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Episode 3: How Law Firms Can Benefit From CRM Technology With Chris Fritsch of CLIENTSFirst Consulting [PODCAST]

Welcome to Season 2, Episode 3 of Legal News Reach! NLR Managing Director Jennifer Schaller speaks with Chris Fritsch, Founder of CLIENTSFirst Consulting, about how law firms can thoughtfully and successfully integrate customer relationship management systems, or CRMs, into their daily operations—boosting contact management, business development, and client service in the process.

We’ve included a transcript of the conversation below, transcribed by artificial intelligence. The transcript has been lightly edited for clarity and readability.

INTRO 00:02

Hello, and welcome to Legal News Reach, the official podcast for the National Law Review. Stay tuned for a discussion on the latest trends in legal marketing, SEO, law firm best practices, and more.

Jennifer Schaller

Thank you for tuning into the Legal News Reach podcast. My name is Jennifer Schaller, the Managing Director of the National Law Review. In this episode, I’ll be speaking with Chris Fritsch, who’s the CRM and Marketing Technology Success Consultant and Founder of CLIENTSFirst Consulting. She’s going to talk to us about CRM technology, specifically how it impacts law firms. Chris, would you like to introduce yourself?

Chris Fritsch

Happy to do so! I am Chris Fritsch, I’m actually a CRM Success Consultant. And no, that is not an oxymoron. For the last over 15 years, my team at CLIENTSFirst has helped hundreds of top firms succeed with CRM and related and integrated technology. I’m actually a little bit of a recovering attorney, which is sort of how I got into the industry. And it’s just been a great 15 years working together with top law firms.

Jennifer Schaller

What prompted you to start CLIENTSFirst Consulting?

Chris Fritsch

You know, that’s a good question. I actually worked at a CRM company years ago, and those companies are terrific at building and selling and installing and implementing software…not necessarily as great at being able to take the time to get to know each law firm to really understand the firm’s needs, the requirements, the culture in order to really help them succeed with the technology. So I saw that was a real opportunity to be able to help clients succeed. The company’s called CLIENTSFirst. And so we’re really focused on sharing information, ideas, best practices for success gained from years of experience doing this, and it has been a great 15 years of growth. And the most important part is we get to help clients.

Jennifer Schaller

So what are the main reasons that prompt law firms to implement CRM systems?

Chris Fritsch

CRM systems are about communication, coordination, and client service. And of course, business development. Law firms of all types and sizes really are focused on those areas. So I think that’s why CRM has been such an important piece of technology over the years.

Jennifer Schaller

What are the most common uses of CRMs in law firms?

Chris Fritsch

Use in most firms starts with contact management and list and event management. Those are some of the fundamental capabilities that CRM systems provide. You know, in law firms we write, we speak, we do events and webinars and seminars. That’s a really big need, and CRM fills that need very, very well. These are things that are maybe not exciting, but essential. So that’s creating a centralized repository of information that can be clean and correct and easily updated. That’s usually where firms start. Being able to have marketing build and manage the list to be able to get all the events done and managed, to be able to allow the attorneys or assistants to update lists, and just basically making sure that clients and prospects and other contacts are getting the information that the attorneys and the law firm need to put out there. You know, because as attorneys, if we can’t share information about our experience and our expertise and changes in the law and capabilities, then it makes it really challenging to develop business. And so that’s where CRMs start, but what we’re seeing more recently is a focus on more advanced business development features. Business development has taken a little bit longer in legal than in some other professional services, but I think we’re getting there. So we’re seeing a lot more emphasis on those tools right now. A lot of people right now are actually switching CRM systems because they want to get some more of these advanced business development features.

Jennifer Schaller

What are some of the features law firms should be implementing but that aren’t being utilized enough, in your opinion? Or does that kind of piggyback on business development stuff?

Chris Fritsch

Yeah, that’s a big piece of it. The big thing is activity tracking. That’s one of those things that everybody agrees, it would be incredibly valuable to know who’s taking who to lunch, who are we doing proposals with? Who are we having phone calls and meetings with? But the challenge with that is those have to be entered manually. A lot of things in CRM we’ve been able to automate, but that’s one that you really just can’t because the information lives in the attorney’s head, right? So it’s got to be done, and you can’t have computers or even assistants doing that really well. But everybody wants the information. So I think that has been a big challenge. Probably one of the biggest firm challenges is to get attorneys to sort of function that way and think like salespeople, whereas outside of legal, you know, you can mandate behavior and do reporting on activities. In a professional services, specifically, in a law firm model that’s a little more challenging, there’s sort of a hesitancy to mandate anything. So we do have challenges with that. That also sort of turns into adoption. You know, that has always been a challenge as well. In a law firm time is money, literally. And so anything that they have to do in terms of technology that takes away from serving the clients and frankly, billing time, there’s got to be a lot of value there. Any of the features that require them to do data entry are going to be challenging because we have taken a little bit longer to be focused on business development. There are really advanced pipeline features in a lot of the CRMs, outside of legal, and now in some of the ones that are vertically focused for law firms, but getting attorneys to enter data into a pipeline is probably going to be challenging, and it may not be the highest and best use of their time. And so a lot of firms that are dealing with implementing pipelines, they’re having internal business development resources actually do the data entry, and then just getting the information related to reports and pitches and things. Let them give that information to the attorneys to use when they need it.

Jennifer Schaller

These people are billing their time in six-minute increments. What are some of the built-in features of CRMs that help law firms capture the things that lawyers are reluctant to do other than…. obviously, there needs to be a culture change. But what are some of the things that make it smoother?

Chris Fritsch

So there’s actually a tool that I’m a big fan of called ERM, or enterprise relationship management. And it is a technology most of the CRMs in the legal vertical do have built in, but there are also some freestanding systems. And what they do is they create the contacts from the signature blocks of the emails. So the attorneys don’t have to deal with contact data entry and collection and updating. In the past, the systems worked with sort of an Outlook Sync process where the contacts would flow in, but lately, people don’t use Outlook like they used to. I mean they still use it for email and for calendar, but not so much address books. So the problem with address books was people were putting data in but never removing it. And so you just ended up with more and more contacts. And you know, they’re not particularly relevant anymore. These ERM systems will create good contacts, because frankly, if you just got a signature block, the information is probably good. And so you enter that data–it does it automatically. And so attorneys don’t have to do data entry, which is great. But it also creates a who-knows-who relationship, which is something we really want to be able to capture. You know, if you want to pitch some client or get a connection in a corporation, you might want to know who in the firm knows that person. The ERM uses an algorithm based on recency and frequency of communication to tell us not just who, but how well they know that person based on frequency and recency of communication. There are also some calendar capture features that are available; I think ERM is really the one that has changed the game. Also being able to have a connected email and e-marketing and event management tool that allows the data to flow seamlessly between the systems is incredibly important, because otherwise you end up with disconnected databases and double data entry, and I think e-marketing systems are also a really big deal.

Jennifer Schaller

Okay, wow, I didn’t know the depth of that. That’s really interesting. One of the things that you’ve touched on is lawyers and law firms and culture and change, so how large, or substantial or established, does a law firm need to be to benefit from a CRM?

Chris Fritsch

Pretty much any firm can benefit from CRM, because again, it is the fundamental communication coordination, client service, business development that’s important to every firm. So they’re different types of software for different sizes of firms. And I’ve worked with the largest firms in the world, and we help them find systems that meet their needs. But every once in a while, I’ll work with a solo or small firm, and they have different needs, and, of course, different budget requirements. And so they have different types of products that make sense for them. But I think pretty much anybody from the largest firm in the world to a solo can benefit from CRM.

Jennifer Schaller

Knowing that small law firms are not a homogenous group, meaning that intellectual property law firms or even a solo can have different needs than a family law practitioner, what would be some of the core features that even smaller law firms can look for in CRM systems, or should kind of have as, like, table stakes?

Chris Fritsch

Smaller firms for the longest time had challenges trying to implement CRM because they were licensed models, they require a lot of professional services to install and implement, and they required a lot of staff to manage, and that’s contrary to the small firm model. Ideally, in a perfect world, they want a less expensive option that doesn’t require as much training and ongoing sort of care and feeding. And what’s happened is most of the software providers have gone to a subscription model because it makes it easier to budget for the software over time, you don’t have a big upfront cost, and a lot of them have also moved to the cloud.

Jennifer Schaller

You’ve touched a couple different times about large law firms having multiple data stewards and dedicated CRM people, but smaller firms or firms that are not in the select 100 may not have those resources. What type of staff is required to succeed with CRM technology, or what tasks would need to be at a bare minimum assigned to somebody within their teams to get it up and running or to make it a viable option within the firm?

Chris Fritsch

The larger the firm and the more complex the system and processes required, the more staff and the more resources that are going to be needed, the more training that’s going to be needed, the more communication and planning and strategy. That’s always important. But right now we’re working with a firm that has a database with 7 million records. They’re bringing together information from databases all over the world, that’s a big undertaking. Whereas the most essential staff in bigger firms with a bigger implementation, you’re going to need perhaps a CRM manager, whereas a smaller firm with a smaller implementation that’s less complex, you’re not going to need a CRM manager, perhaps you might just need someone part time. The most important staff though, is in the area of data quality, because data degrades rapidly. And now with all the changes taking place, people are changing jobs left and right. So data is degrading faster than ever, and you’ve made this investment in the technology. But as an attorney, I can tell you, if the data is bad, then the system is bad, and I’m not going to use it. So you definitely have to focus on that data to get the return on investment from the technology. And you know, firms don’t necessarily want to hire a data steward, but it’s super important to focus on.

Jennifer Schaller

So firms are stretched, and plus, you touched upon too, everybody’s changing jobs. So it’s really tough for smaller firms to hire, any smaller organization to hire. So how does the firm stretch their existing staff to implement or, you know, make viable a useful CRM system, because as you mentioned, it’s only as good as its data?

Chris Fritsch

You know, one of the biggest trends we’re seeing is the move to outsourcing and having that really escalate. You know, firms have been outsourcing data stewards for decades, well, for at least the 10, 15 years that I’ve been around, because not every firm has the luxury of being able to hire a data steward or an experienced CRM manager who’s done a rollout before. Again, most firms don’t have the ability or even the desire to have their internal people doing data work. And so they’re turning to outsourcing to fill these positions, because the great thing about it is you can get the experience and the expertise, and just the amount of hours that you require. So especially for smaller firms, you wouldn’t want to hire a 40 hour a week data steward anyway. But with outsourcing, you can get you know, 10 hours a week, 20 hours a week, whatever you need during the rollout, and then you want to focus ongoing you might need even less, but you need to dedicate those resources, and you don’t have to do it with internal people, because data quality work is not particularly fun, and a lot of people don’t enjoy doing it. But yeah, we outsource a lot of data stewards. It’s actually our highest growth area right now because of the focus on outsourcing.

Jennifer Schaller

Okay, so a part of lawyers is–speaking lawyer to lawyer—a bit of a control freak. You might not have noticed or heard about it, but you know, anyway. So outsourcing is kind of a scary thing to them, meaning, you know, a smaller firm might be in the devil of not being able to hire somebody or being able to hire too much of somebody, as you indicated. So with outsourcing, what would they look for?

Chris Fritsch

I think number one is experience and reputation. All of our folks that do data work, you know, we try to hire the right people that have the aptitude to actually enjoy the work and then train them, train them and retrain them. We spend a lot of time really getting them to understand not just how to use the CRM tools and how to do the data quality, but also to do the research and how to also understand the law firm. There’s a lot of complex relationships in terms of financial institutions, I think that’s a really big piece of it, you know, having a lot of knowledge and experience doing it. For a lot of our clients, very, very large law firms, they have often significant privacy and security issues, so we have a team of US based people, because that helps them with challenges around GDPR. So you may want to ask, where are your people based? Can they do background checks is a really big important thing.

Jennifer Schaller

Oh, wow. That’s true, yeah, especially if they’re doing government or any type of work. You brought up some really good points there. So you mentioned training, so law firms that would consider outsourcing would be then benefiting from the training not only that they receive from a company like yours, but experience that they’ve picked up from other law firms along the way.

Chris Fritsch

The training is challenging. So you know, you have to train and retrain, you know, things are changing all the time with the software and systems. And it really is a big component, making sure that you have good experienced people. And then we also have a team that does quality checking as well, because I think in law more than any other industry even more than in other professional services, you mentioned earlier, you know, being a little bit of a control freak, we want good data. Outside of legal people are thrilled to have data quality of 70% . “We have automated data sources that’ll get you 70% correct data.” In a law firm 70% would get you fired! Right?

Jennifer Schaller

We got 70% of your lawsuit correct! That tends to not be an acceptable thing for attorneys, and I think they tend to hold anybody else that they work with or any product that they use to similar standards. It’d be really challenging. What are some of the things, not that there’s any silver bullet–and I’m sorry, legal marketers, there isn’t–to kind of overcome some of the, you know, maybe they were at another firm, or they had a friend who had a problem with it. Lawyers actually talk amongst each other and have a tendency to, well, they’ll discount it for their own clients, other people’s experiences, but if they have a lawyer friend who went through something, and it was negative, that’s, you know, good as gold. How do you overcome some lawyers’ reluctance, because of bad data quality, which seems to cause the problems to incrementally kind of chip away at that?

Chris Fritsch

You know, we used to think—and these things are tied together–so bad data is a big challenge. And adoption is a big challenge, getting attorneys to “use” the system, right? So we forever have defined adoption as attorneys would get trained, they would go through their data, they would, you know, mark the ones that they wanted to share or didn’t want to share, the assistants had to get involved and it all sort of fell down because again, we’re busy, and you know, time is money, literally. You know, I think the adoption challenge is tied to the data. Because again, if the data is bad, they don’t want to use the system. So going to these more automated ERM systems that pull in good data, I think it’s time that we really need to redefine adoption from attorneys doing data entry, which is probably not the highest and best use of someone’s time who’s billing $500, $200, $1,000 an hour, whatever it might be, let’s do more automation. And the other thing with the data is, it used to be the researchers would say 30% was degrading each year. Now it’s got to be closer to 50% with, you know, the Great Realignment and you know, staffing and people working from home and hybrid and people are moving and companies are starting and ending and getting acquired. So if you don’t focus on the data, if you don’t have good data, it’s going to hinder adoption, and it’s sort of all tied together. So we have to really sort of think through things, and that’s, again, why we are so focused on the ERM methodology. It minimizes attorney data entry, it maximizes good data, it automates the process, it really just is a very helpful tool.

Jennifer Schaller

That’s really interesting. Anything that can be used to make it simpler to get it off the ground. You mentioned data quality. And you mentioned ERM software implementations or kind of pairing it with the CRM system or having a CRM system that has that built in as a way to help with data quality. What is the part, you mentioned, that’s still gonna leave maybe 20 to 30% of the data in there? How are ways that law firms or outsourcing groups or, maybe I got the statistic wrong, cleaning up the balance of that, or is that, even within law, acceptable?

Chris Fritsch

What we’ve arrived at is a process that I have named True DQ, and it’s a multi-step process. For some firms, it might just be one step, an outsourced data steward. But for some firms, it’s multiple steps. First thing that you need to do is assess the mess. Figure out how bad is your data, if you’re getting a new system, right, you may not want to move, if you’ve had your system, 10, 15 years, you probably don’t want to move all that data, you definitely don’t want to clean all that data, it can cost more than the CRM system. So helping figure out strategically, what are the right contacts to move, key client data, top lists, getting all that data together and getting it cleaned and deduplicated because, again, as, attorneys, we all know the same people. Some of us have good data, some is bad, and it’s got to be researched but you want to minimize the amount of data so you want to do a really strong assessment process upfront. And that’s if you’re changing systems, or if you’re just trying to clean your existing system, you want to focus your limited time and resources where you can get the most value. So then there’s an automated data quality process. So you know, as I said earlier, automated, you know, only gets you part of the way there. But when you’re doing projects, like, sometimes we’re doing projects, where there’s 7 million records. You couldn’t hire enough people or have enough money or time to clean all that data. So you can take an automated process that will get you quickly and cost effectively part of the way there. And then you know, at each step in the process, you can say that’s good enough, or I want a cleaner, I want it better. And for a lot of law firms, they want it as clean as possible. And so the final step would be to add data stewards to kind of finish off the remaining data that couldn’t be automatically matched. And also we have a quality checking process to quality check the results of the automated process as well. There’s a lot that goes on to keep good data clean and correct and complete, but it’s absolutely imperative and essential to CRM success and people are investing a lot of money in these systems. They should be getting value from them.

Jennifer Schaller

I know you can’t, us lawyers are all profound individuals, lump them all into one group–

Chris Fritsch

We’re all special snowflakes.

Jennifer Schaller

We are all special snowflakes! But if you have noticed one trend, is it if the data is better, there’s more chance of a successful adoption in use, or does that tend to be one of the biggest hurdles to overcome?

Chris Fritsch

A lot of the new systems that are ERM focused, the adoption model changes a little bit. So before with sort of the CRM systems that have been around longer, the idea was an Outlook Sync. And then everybody used Outlook. And so the contacts–you know, in a law firm, things are sort of inside out, we don’t just join the firm and get given the keys to the CRM, here are the contacts and clients. Instead, they come in with the attorney and new lateral joins, and the contacts are with them. And so we’ve had these tools to bring in Outlook data, and that required training and installations at the attorney level, and then the data would sync back. And if it was wrong, and it changed somebody’s Outlook, you’d hear about it. With the new ERM methodology, and or maybe a one-way sync, so we’re not, you know, pushing potentially incorrect or what people think might be incorrect data back into the Outlook for the attorneys to see, instead we’re gathering the data through an electronic process, we’re getting good data from the signature blocks, we’re bringing that data in. For some of us, what we do is we actually enhance the data with things like industries, because industry marketing is a big priority for a lot of firms. And nobody says they do it really well, you either have to spend a lot of money to get subscriptions, or you have an automated process, or you can do it manually. And so we try to help firms think through strategies to enhance the data when their data stewarding it with company information, size of company, industry of company, so then you don’t have to rely as much on the attorneys. Like they’ll come and say, “Hey, we want to pull an energy list. Because we’re doing an energy seminar.” Well, you can’t do that. “We want to pull a list of clients.” But without a time and billing integration, you really can’t do that. So these new tools are really helping automate that process, so suddenly, maybe I can’t pull 100% perfect energy or manufacture or whatever, pharmaceutical industry list, but I can get you at least a really good start, and then you can add individuals to it. These are tools we didn’t have years ago. And they really are taking the attorneys out of the process and taking them out of the data entry role. And instead, let’s give them the data they want. Let them be consumers of the data, let’s get them the reports that they need to do what they need to do and minimize the time required. Sometimes it’s staff that are helping to support these processes as well. So never underestimate the power of having good folks to help the attorneys get what they need. And so we’re going to define it instead of attorneys entering data into the system, it’s going to be attorneys getting value out of the system. And that’s how I think adoption needs to be redefined.

Jennifer Schaller

So once they see the value in it, they begin to adopt and of course they see another attorney getting value out of it.

Chris Fritsch

And while you might use ERM, when you implement a CRM you have to consider both a macro and a micro. So we’ve got to be able to get the contacts to do the list to do the events. That’s sort of a core component of it. And if you don’t get that data, you can’t do the other things like the fundamental who-knows-who and the business development. So a lot of firms are going to, “Okay, let’s do an ERM model and capture the context.” And most of the attorneys then don’t have to be users of the system. Instead, you can give licenses to key business developers or practice group leaders or whoever might need the information. And they have the data that they need to do what they need to do. But the day-to-day work of the attorneys is they can focus on the clients.

Jennifer Schaller

That’s interesting to hear, and good to hear actually, that it’s rolling out a lot better. You founded CLIENTSFirst Consulting 15 years ago. I’m not trying to age you, you must have founded it when you were 15 and, you know, even more of a prodigy. Name some of the ways that not only things have changed over the last 15 or so years, but some of the incremental successes I mean, it might have been a small firm, it might not resonate, but what are some of the wins that you’ve had, or some of the ways that you’ve been able to help firms succeed over the years?

Chris Fritsch

A key thing that we do, I think, that firms have found particularly valuable is called a CRM Success Assessment. And so whether you’re getting your first CRM system or you’re looking to change systems, or just improve your current implementation, we come in really getting to know the firm. So we do meetings with key stakeholders throughout the firm to really understand their different needs and requirements, and document that. The last thing you want to do is oh, we need a CRM, let’s figure out what everybody else is using, because that has proven over time to be a recipe for disaster. Instead, it’s all about your unique firm, your needs, requirements, and culture. And so we document that for the firms and then we help them go through a selection process where we take the information from the assessment and turn that into what we call a vendor demo roadmap that we can provide to the providers so that they can follow a roadmap during the demonstration. “Hey, focus on these things that the firm really cares about. Let’s compare apples to apples. Let’s put together the right proposal and get the right technology.” Because that’s the first thing is making sure you get the right system. The other thing is back many years ago, success was defined as, “We’re going to roll it out all at once and everybody’s going to use it.” Right? All the attorneys are going to log in every day. Well, I think it’s been 20 years, and it hasn’t happened yet. So again, we’re sort of redefining success doing the macro for the whole firm, but then really being able to, and this sounds a little counterintuitive at a big firm, but you really focus on the micro. Let’s get the macro right, you know, lists and events. But then let’s find the strong leader that has a problem to solve or a process to improve. And the beauty of CRM is it can do 1,000 things, the problem has been it can do 1,000 things, you should probably do three, or maybe even one. And so you get all these tools, but you only want to implement one here. And then you know, each group might want to do something a little differently, one group may actually track activities, there’s a big firm, we’ve worked with that one group is really focused on activity tracking. And so then configure the system to support that one thing, build the reports out the processes around it, the training materials around it, and you train that group on that thing, and maybe just that thing. You know, but then you might have, you know, a labor and employment group that does a lot of events, and webinars and seminars. Let’s show them how to manage the invitation process and add people to lists because they care about that. And so you focus on special snowflake scenarios, one group at a time, and you call them a pilot group. I had a smart Managing Partner say to me, you do a pilot group, and you get them success, you communicate that success, and you do another pilot group, and everybody feels like a special snowflake. Everybody gets their needs met. But it’s not quick. But it’s not designed to be quick, because CRM is not a project. It’s not an initiative, it is a fundamental improvement in how the firm manages its most important asset, its relationships. So as a result, it never really ends. And so if you do it in little pilot groups, you know, you’ve got forever to get better at it. You know, a lot of it is sort of daunting, you’re like, “Oh, our data is terrible.” Well, that’s okay you know, you don’t have to clean it up 100% right now, you want to do it in pieces and get successes, do it in increments, focus on top clients, focus on, you know, one group is doing an event, focus on their lists. There are a lot of different ways to do it to be effective, and get incremental successes, because they do they all add up.

Jennifer Schaller

Start with a coalition of the willing. Thank you, Chris, for going through some of the pilot groups at larger law firms, that sounds like a good way to find some early successes and kind of replicate it, but maybe in a customized form with different groups within a firm. But again, the majority of law firms are small. And while it’s great to learn from what the larger firms are doing, are there any initiatives, you know, to help smaller firms, either within your company or industry-wide, to work with CRMs?

Chris Fritsch

There are definitely some products out there for smaller firms. But what I have seen over the years is it’s been a little challenging because of the resource constraints and the staffing constraints. And so for years, smaller firms would come to me and say, you know, can you help us find a system? And you know, now the software is less expensive because of the subscription model. But the professional services has always been $50,000 plus dollars. And for a smaller firm, that’s without integrations. You’re looking at a lot of money to do the professional services. And so we’ve actually come up with a new piece of software we’re about to come out with that, hopefully, is going to make it easier for smaller firms to get a system to do what they need to help capture and augment the data and do lists. And so we’re pretty excited about that.

Jennifer Schaller

Okay, so if I can ask, what are some of the features in the product that CLIENTSFirst has coming out that helps small firms?

Chris Fritsch

As you can imagine, because I talk so much about it, I really think ERM is a fundamental piece of it. And we’re also going to be doing data cleaning, because obviously that’s a big focus for us as well and data augmentation with the things that we talked about, business information and industry information. And we’re going to make sure the data is clean and correct and complete. And we’re also going to have a built-in email functionality too. So it’s all integrated into a single platform to help smaller firms succeed as well. So the largest firms in the world, they need a certain type of software, and we thoroughly enjoy helping them succeed. And we just think that the smaller firms could benefit from some additional options.

Jennifer Schaller

That’s good to hear. Otherwise, a whole portion of the market is underserved. As always, thanks to Chris Fritsch from CLIENTSFirst Consulting for joining us today and for updating us on the nuances of CRM, specifically in the legal world or in the law firm environment. Law firms have such a challenging time to know where to start or what to do with what they already have. And thank you for helping us understand some of those steps or decision trees that go into law firms or especially smaller firms picking a CRM system. Thanks, Chris.

Chris Fritsch

Happy to help and thank you for the invitation to be here.

OUTRO

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For A Limited Time Only – California Is Giving Away Corporations, LLCs And More!

As a result of the recent enactment of California’s 2022-2023 Budget Bill, the California Secretary of State’s office has announced a temporary waiver of many business entity filing fees. This waiver will last until June 30, 2023, the end of the state’s current fiscal year.

Here is the Secretary of State’s list of filings for which no filing fee is currently being imposed:

Articles of Organization – CA LLC
Registration – Out-of-State LLC
Articles of Incorporation – CA Corporation – Benefit
Articles of Incorporation – CA Corporation – Close
Articles of Incorporation – CA Corporation – General Stock
Articles of Incorporation – CA Corporation – Insurer
Articles of Incorporation – CA Corporation – Professional
Articles of Incorporation – CA Corporation – Social Purpose
Registration – Out-of-State Corporation – Accountancy or Law (Professional)
Registration – Out-of-State Corporation – Insurer
Registration – Out-of-State Corporation – Stock
Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit
Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit – Common Interest Development
Articles of Incorporation – CA Nonprofit Corporation – Mutual Benefit – Credit Union
Articles of Incorporation – CA Nonprofit Corporation – Public Benefit
Articles of Incorporation – CA Nonprofit Corporation – Public Benefit – Common Interest Development
Articles of Incorporation – CA Nonprofit Corporation – Religious
Registration – Out-of-State Corporation – Nonprofit
Articles of Incorporation – CA Corporation – Agricultural Cooperative Association
Articles of Incorporation – CA Corporation – Cannabis Cooperative Association
Articles of Incorporation – CA Corporation – General Cooperative
Certificate of Limited Partnership – CA LP
Registration – Out-of-State LP

Note that the Secretary of State will continue to impose other fees not listed above.

It is unlikely that this temporary suspension of fees will have any significant impact on the number of business entities being formed under California law. Historically, these fees have been relatively modest. For example, the fee for filing articles of incorporation is $100. Cal. Gov’t Code § 12186(c). The real costs are the ongoing costs associated with the crushing tax and regulatory burdens placed on businesses by the state. According to the Tax Foundation, California ranks 48th in business tax climate (just ahead of New York and New Jersey).

Article By Keith Paul Bishop of Allen Matkins Leck Gamble Mallory & Natsis LLP

For more corporate law legal news, click here to visit the National Law Review.

Six Tips for Selecting the Right CRM System

Before deciding on a new CRM, follow these steps to select the right CRM system that meets your requirements, enhances adoption, offers value to your users – and can provide a return on your investment.

Research estimates that up to 70% of CRM systems fail to meet expectations – and a failed CRM implementation can be extremely costly, not just in terms of the financial expense, but also because of the costs in lost time – and credibility. Even more impactful: you don’t often get a second chance at CRM success. This means that it’s critical to select the right CRM system the first time.

The good news is CRM success is more than possible. If you simply follow a few critical steps before and during the CRM selection process, you can ensure that the system you select will help you achieve your organization’s goals, enhance adoption and provide value to your users – and deliver a return on your technology investment.

Tip 1: Problems First, Then Products

When attempting to successfully select and implement CRM software, it’s essential to focus on people and processes first, products second. Too many people immediately rush out to find potential vendors, so they can set up demonstrations of the most popular CRM software.

While it’s easy to get caught up in the shiny bells and whistles of a good CRM demo, it’s important to resist the temptation to dive into features and functions too soon without first taking the time to gain a real understanding of your organizational and user needs.

Tip 2: Assess Your Needs

Organizations buy CRM software for a number of reasons – but each organization is unique. To provide real value and ROI, before making the purchase, you have to understand what you are trying to accomplish.

Start by putting together a list of the key reasons you think you need a CRM.

Are you trying to communicate more effectively with clients and prospects?
Manage and evaluate the ROI of events or sponsorships?
Track and enhance business development efforts?
Help the organization be more efficient?
Increase business and revenue?

After assessing your organization’s needs, you may discover that you have more goals than you first thought.

If this is the case, it will be important to prioritize the goals. Don’t try to boil the ocean. If you try to tackle too many things at once, especially during the initial rollout, you will be less likely to succeed. Instead, assign your goals to a timeline based on importance and value to users. For the initial implementation, set a few relevant goals, achieve those initial successes, communicate the successes – and repeat.

Once you understand your organization’s unique needs and requirements, it’s time to talk to your users. One of the biggest frustrations we hear from clients is a lack of CRM adoption. This isn’t surprising since, in many of these organizations, system users were not involved during the selection process. To get people to buy in and use software, it has to provide value not only to the organization, but to the users individually. The challenge is that different people define value differently, which means different groups or types of users will have their own unique needs and requirements. That’s why it’s so important to get them involved early. Making your users part of the process up front will also make them more likely to adopt the software later.

To gather user input, consider creating focus groups to provide feedback on product features and functions. You may even want to meet with some of the naysayers individually to start encouraging their participation and head off future roadblocks. Finally, be sure to involve key stakeholders in system demonstrations to help evaluate the software and solicit their feedback before proceeding with system selection. In fact, it’s beneficial to have users involved throughout the rollout to offer ideas on how to improve the CRM implementation for everyone.

Tip 3: Evaluate the Systems and Providers

After gathering all the relevant information, it’s important to fully document your requirements and make sure you are well-prepared before reaching out to providers. The best way to do this is with what I call a ‘demo roadmap.’ This is a comprehensive two- to three-page document that sets out all of the details for the demonstrations along with all the needs and requirements gathered during the needs assessment and the features and functionality that you want to see.

Your ‘roadmap’ will guide the CRM providers so that they show you the key system attributes that are critical to the success of your organization and users and also helps to prevent the demonstrations from becoming a ‘dog and pony show.’ Your roadmap should be shared with the CRM providers well in advance of the demonstrations to give them time to adequately prepare.

Some larger organizations may also find it beneficial to take an additional step and create a much more detailed, formal RFP document. This request for proposals would be sent to potential CRM providers to solicit answers to a number of questions before scheduling any demos. The formal responses allow you to evaluate and compare the vendors and their system features and pricing in advance of the demonstrations. Many organizations use the RFP to limit the demonstrations to only the potential providers who are able to meet the organization’s budget and other requirements.

Once you have identified a few CRM systems that meet your requirements, you can begin the vetting process to select the right CRM system for your organization.

Tip 4: Direct the Demonstrations

It’s essential that the CRM demonstrations allow you to make an informed decision and adequately and accurately compare systems, features and pricing. It’s also important at this phase to again involve your users. CRM systems have a reputation for being notoriously difficult to implement, and the last thing you want is to be responsible for unilaterally selecting a system that then doesn’t meet user expectations. This can also help to make them more invested in system success.

It’s also important to structure the participation and demonstrations so you maximize the benefits.

First, it can be helpful to thin the field of participating CRM providers to a manageable number.

Next, select a group of users to participate. It can be good to choose users from different groups such as professionals and administrative, so you get some different perspectives.

Participants selected must have the time and inclination to participate and must be willing to sit through all of the demonstrations so they can accurately compare all the systems.

Finally, you may want to prepare the users by sharing the requirements and/or roadmap with them and asking them to be prepared to ask any questions they may have.

You should also prepare the providers. First, let them know how much time they have. A typical CRM demonstration can take between one and two hours.

Also let them know who will be participating and what their needs and interests are. If you have professional or executive users who have limited time for demonstrations, it can be helpful to direct the providers to spend the first 30 minutes to an hour of the demo on the features that are most relevant to those users.

Then they can step out and the rest of the time can be spent showing you the more detailed back-end functionality. Finally, be sure to leave at least 15 minutes at the end of the demonstrations for questions.

Tip 5: Check References

Before making the final commitment to a CRM system, it’s important to make sure you go through a thorough vetting process. It’s important to make sure you get all the information you need before finalizing your purchase.

First, ask the CRM vendor for references you can speak with. But don’t stop there. Talk to other companies or organizations in your industry who have used the software. Be sure to ask open-ended questions that will help you learn not only about the software, but also about other important areas. A few good questions to ask include:

Would you recommend the software?
Has the system performed as expected?
What were the biggest challenges with the implementation?
Were there any unexpected costs or delays?
What do you wish you had done differently during the selection and implementation?
How was the service after the sale?

For a comprehensive list of good questions to ask before finalizing the sale, check out our CLIENTSFirst CRM Reference Checking Questions Document.

Tip 6: Final Selection Steps

Once you have selected the right CRM system for your organization, there are still a few additional important details that require attention. You will want to have a formal scoping call with the provider to be able to accurately gauge the actual cost. The final price can vary depending on a number of variables including:

The number and types of licenses
Additional modules or software needed
Professional services to implement
Ongoing annual subscription or maintenance costs
Any proposed integrations
The types of training and materials
Data conversion and/or quality

If the price is an issue with your system of choice, there are also options. First, there may be room for negotiation. Alternatively, you can do a phased rollout to spread the costs over time. Some organizations prefer to start the rollout with Marketing and power users and then roll out to a small pilot group. Then additional groups can be added in later phases over time.

Finally, remember that in any sale, you are not finished until the paperwork is done. After the price is agreed upon, you will need to review the contract or agreement. While these documents may look official and final, in fact they are often open to negotiation, so it can be beneficial to modify some of the contract terms.

For instance, if the software is new to the market, you may be able to get a discount or arrange a beta test at a reduced rate.

Additionally, instead of paying the entire invoice up front, you can often negotiate payment terms that are stepped over time based on the satisfactory completion of key deployment steps. This can enhance your chances of CRM success by aligning your CRM vendor’s success with yours.

One Last Tip: Don’t Do It Alone

Selecting the right CRM system can be a daunting process. Most firms have never been through the process before – and few want to repeat it.

Article By Christina R. Fritsch JD of CLIENTSFirst Consulting

For more business of law legal news, click here to visit the National Law Review.

The Unredeemable Debtor

The law is the witness and external deposit of our moral life. Its history is the history of the moral development of the race.

– Oliver Wendell Holmes

Bankruptcy law decisions are replete with references to the “worthy debtor.” In re Carp, 340 F.3d 15, 25 (1st Cir. 2003); In re BankVest Capital Corp., 360 F.3d 291 (1st Cir.2004); In re Institute of Business and Professional Educ., Inc., 79 B.R. 948 (Bankr. S.D. Fla. 1987); In re Nickerson, 40 B.R. 693 (Bankr. N.D. Tex. 1984); In re Marble, (Bankr. W.D. Tex. 1984); In re Doherty, 219 B.R. 665 (Bankr. W.D. N.Y. 1998).

These decisions typically employ the “worthy debtor” nomenclature in the context of the entitlements that are afforded by the provisions of the Bankruptcy Code. It is always the “worthy debtor” that is entitled to a discharge of debts, a “fresh start”, or to reject cumbersome contracts. This usage bespeaks a universe that also contains the “unworthy debtor,” a party whose behavior does not merit the statutory benedictions of the Bankruptcy Code. The identity of these parties is most often examined in the context of the discharge of debts and the behavior or actions that merit a denial of discharge or the finding that a particular debt is non-dischargeable.

There is a larger and more amorphous question though that also merits consideration, namely are their industries, companies, enterprises whose function and purpose is so odious and inconsistent with the precepts of good citizenship and the “moral development of the race”, to quote Justice Holmes, that they should be denied the benefits of reorganization afforded by the Bankruptcy Code.

If there is an argument to be made to prevent such enterprises from receiving the benefits of the Bankruptcy Code, to deny them the colloquial label of “worthy debtor”, that recourse likely lies within the provisions of the Bankruptcy Code that require that a plan of reorganization be “proposed in good faith and not by any means forbidden by law.” 11 U.S.C. § 1129(a)(3). The “not forbidden by law” requirement is of limited utility in situations where the behavior is recognizable as immoral or intrinsically evil to most but has not yet been sanctioned by any legislative authority. Notably, and perhaps inversely, enterprises engaged in the sale and growing of cannabis are without access to the Bankruptcy Code because they act in contravention of the federal Controlled Substances Act, 21 U.S.C. §§ 801 et seq., which has been found to take precedence over state laws allowing the sale of cannabis. See, Gonzales v. Raich, 545 U.S. 1, 12 (2005). As a result, bankruptcy being a creature of federal law, cannabis cases are generally being dismissed at the outset for cause in accordance with 11 U.S.C. § 1112(b) and not making it as far as the confirmation standard. See, In re Way To Grow, Inc., 597 B.R. 111 (Bankr. D. Colo. 2018).

If “forbidden by law” is unavailable as a source of relief, the last best hope to prevent the sanctioned reorganization of the unworthy debtor lies within the requirement that a plan be proposed in “good faith.”

“Good faith” is not defined by the Bankruptcy Code, a fact that makes it more likely that our understanding of good faith may be transitory and that as the ‘moral development of the race’ proceeds, so might our understanding of ‘good faith.’ In other words, what was good faith yesterday might not, in light of our communal experience and growth as citizens, be good faith today.

In the first instance, we can understand from the ordering of the words within section 1129(a)(3) that the good faith standard exists independently of the ‘forbidden by law’ standard. A plan of reorganization may describe a course of action not forbidden by law, but may still not meet the ‘good faith’ standard.

The good faith standard as used within section 1129(a)(3) is most commonly described as proposing a plan that fulfills the purposes and objectives of the Bankruptcy Code. Those purposes and objectives within the context of Chapter 11 are most commonly understood as being “to prevent a debtor from going into liquidation, with an attendant loss of jobs and possible misuse of economic resources.” NLRB v. Bildisco & Bildisco, 465 U.S. 513, 528 (1983); see also, Bank of Am. Nat. Trust & Sav. Ass’n v. 203 N. LaSalle St. P’ship, 526 U.S. 434, 452 (1999) (“[T]he two recognized policies underlying Chapter 11 [are] preserving going concerns and maximizing property available to satisfy creditors”)

This case law, which is by far the most consistent usage of the term, emphasizes paying back creditors and preserving an ongoing enterprise. It does not suggest the existence of anything more amorphous beyond those standards and it supports the idea that the ‘good faith’ standard is not meant to be an existential inquiry into the moral worth of a particular industry.

Bankruptcy courts have, however, recognized that the absence of a definition of good faith leaves courts without “any precise formulae or measurements to be deployed in a mechanical good faith equation.” Metro Emps. Credit Union v. Okoreeh–Baah (In re Okoreeh–Baah), 836 F.2d 1030, 1033–34 (6th Cir.1988) (interpreting good faith in context of Chapter 13).

Any successful collateral attack under section 1129(a)(3) on the ‘good faith’ of the immoral enterprise must likely follow the path of connecting the good faith standard to the “public good.” Bankruptcy Courts have invoked the ‘public good’ in refusing to enforce certain contracts and have followed the dictates of some courts that “while violations of public policy must be determined through “definite indications in the law of the sovereignty,” courts must not be timid in voiding agreements which tend to injure the public good or contravene some established interest of society. Stamford Bd. of Educ. v. Stamford Educ. Ass’n., 697 F.2d 70, 73 (2d Cir.1982).

The concept of the ‘public good’ is not a foreign one in bankruptcy courts. Seeking relief for debtors that are the only providers of a service within their geographic area is an immensely easier task, no court, and no bankruptcy judge, likes to see a business fail and when the business is important to the community, support for reorganization from the bench often works to make reorganization easier. Bankruptcy courts, although restrained by a statutory scheme, are as a matter of practice courts of equity. Employing those equitable arguments to support a reorganization is both achievable and a reality of present practice.

Whether equitable arguments can be inversely employed to graft a sense of the ‘public good’ onto the good faith requirement within section 1129(a)(3) is decidedly uncertain and is not directly supported by the case law as it exists.

Somewhere out there though in one of those small border towns between the places of unelected legislators and the judicious and novel application of historical precedent lies the “moral development of the race” and the bankruptcy court that finds that incumbent within the concept of good faith is fair consideration of the public good.

Article By Peter J. Haley of Nelson Mullins

For more bankruptcy and restructuring news, click here to visit the National Law Review.

McDonald’s ESG Board Battle Ends…For Now

Last week, McDonald’s scored a victory in a months long battle over the makeup of its Board of Directors that brought McDonald’s environmental, social and governance (ESG) practices directly into the spotlight. At issue was McDonald’s alleged mistreatment of pigs in its supply chain, with private equity financier Carl Icahn bringing to light the alleged mistreatment to light in an effort to have two Icahn-backed Board of Directors nominees elected to the Board of the company. McDonald’s ESG practices and claims were brought front and center during the battle, which ultimately resulted in Icahn’s nominees losing their bid for Board seats. Nevertheless, the battle for control of the Board clearly demonstrates the increasing interplay between ESG and Board composition, which both publicly traded and privately held companies must pay close attention to.

McDonald’s ESG Practices Called Into Question

In February 2022, Icahn launches a proxy fight against McDonald’s, specifically citing the company’s alleged mistreatment of pigs when he lobbied for two new Board members who Icahn felt would strengthen McDonald’s ESG practices focused on animal welfare and sustainability. In April, Icahn directly targeted McDonald’s ESG practices when he stated that the company’s ESG promises were “hollow” when compared to corporate practices. Icahn focused attention on the use of gestational crates for pigs that were part of the McDonald’s supply chain, which he stated amounted to torture since allegations surfaced that the pigs were not able to move at all for six weeks due to the crate conditions.

In response, McDonald’s stood by its ESG related practices and commitments to fulfilling its ESG goals, while at the same time noting that Icahn’s call for having all pigs in the supply chain was unrealistic and virtually impossible to achieve.

Icahn’s two nominees were unsuccessful in obtaining Board seats as a result of the elections.

ESG Lessons For All Companies

McDonald’s is not the first, nor will it be the last, company to face criticism during Board elections over ESG practices. With the media, SEC, and citizens alike focused so much on ESG related issues, companies must understand that there are risks in overstating ESG related efforts, goals, and metrics. Similarly, having Board members of others in leadership positions who are not properly equipped to understand or make educated decisions on ESG related issues will draw undesired attention on companies of all sizes. Any statements, disclosures, prospectus materials, or even marketing materials must be scrutinized closely for accuracy, while sound and reasonable marketing statements that touch on ESG factors must be the standard for companies to follow.

Article By John Gardella of CMBG3 Law

For more environmental, energy & resources news, click here to visit the National Law Review.

SEC Commissioner Signals Need to Fulfill Mandate of Sarbanes-Oxley Act and Develop “Minimum Standards” for Lawyers Practicing Before the Commission

In remarks on March 5, 2022, on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that 20 years after its enactment, it is time to revisit the “unfulfilled mandate” of Section 307 of the Sarbanes-Oxley Act of 2002 and establish minimum standards for lawyers practicing before the Commission.¹ Commissioner Lee, who announced that she will not seek a second term when her current one ends this month, took issue with what she called the “goal-directed reasoning” of some securities lawyers—that is, focusing primarily on the outcome sought by executives, rather than the impact on investors and the market as a whole. Such lawyering, Commissioner Lee observed, has a host of negative consequences, including encouraging non-disclosure of material information, harming investors and market integrity, and stymying deterrence. The solution, Commissioner Lee opined, is to fulfill the mandate of Section 307, which empowered the Commission to “issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers.”²

Over the last 20 years, the Commission has declined to adopt enhanced rules of professional conduct for lawyers appearing before the Commission. There are good reasons for the Commission’s inaction, including the attorney-client privilege, the goal of zealous advocacy, the fact-specific nature of materiality determinations, and the traditionally state-law basis for the regulation of attorney conduct. Commissioner Lee, moreover, did not propose specific new rules and recognized that the task was difficult and should be informed by the views of the securities bar and other stakeholders. Nor did she say that action by the Commission was imminent; it is unclear whether the Commission has authority to promulgate new rules under Section 307 given a 180-day sunset under the statute that occurred in 2003. Indeed, neither Commissioner Lee nor any of the other SEC commissioners have issued statements on this topic since the PLI webcast. SEC Enforcement Director Gurbir Grewal has, however, indicated an increased emphasis on gatekeeper accountability in order to restore public trust in the market.³ Nonetheless, given the Commission’s existing authority to impose discipline under its Rules of Practice, practitioners should be mindful of the potential for increased scrutiny moving forward.

Background

In the wake of corporate accounting scandals involving Enron, Worldcom, and other companies, Congress enacted the Sarbanes-Oxley Act in 2002 “[t]o safeguard investors in public companies and restore trust in the financial markets.”⁴ The Act was aimed at “combating fraud, improving the reliability of financial reporting, and restoring investor confidence,”⁵ including by empowering the SEC with increased regulatory authority and enforcement power.⁶ To that end, the Act includes provisions to fortify auditor independence, promote corporate responsibility, enhance financial disclosures, and enhance corporate fraud accountability.⁷

The Sarbanes-Oxley Act was passed just six months after the collapse of Enron in December 2001, and neither the House nor Senate bills originally contained professional responsibility language.⁸ Hours before the Senate passed its version of the Act, however, the Senate amended the bill to include language that would eventually become Section 307.⁹ Around the same time, 40 law professors sent a letter to the SEC requesting the inclusion of a professional conduct rule governing corporate lawyers practicing before the Commission.¹⁰ The letter picked up on a 1996 article by Professor Richard Painter, then of the University of Illinois College of Law, which recommended corporate fraud disclosure obligations for attorneys similar to those imposed on accountants by the Private Securities Litigation Reform Act of 1995.¹¹ Senator John Edwards, one of the sponsors of the Senate floor amendment of the bill, emphasized the importance of including professional conduct rules for attorneys in such a significant piece of legislation, stating that “[o]ne of the problems we have seen occurring with this sort of crisis in corporate misconduct is that some lawyers have forgotten their responsibility” is to the companies and shareholders they represent, not corporate executives.¹²

In its final form, Section 307 imposed a professional responsibility requirement for attorneys that represent issuers appearing before the Commission. Specifically, Section 307 directed the Commission, within 180 days of enactment of the law, to “issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers,”¹³ and, at minimum, promulgate “a rule requiring an attorney to report evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by the issuer or any agent thereof to appropriate officers within the issuer and, thereafter, to the highest authority within the issuer, if the initial report does not result in an appropriate response.”¹⁴

Since the enactment of Section 307, however, the Commission has promulgated only one rule pursuant to its authority, commonly known as the “up-the-ladder” rule.¹⁵ The up-the-ladder rule imposes a duty on attorneys representing an issuer before the Commission to report evidence of material violations of the securities laws. When an attorney learns of evidence of a material violation, the attorney has a duty to report it to the issuer’s chief legal officer (“CLO”) and/or the CEO.¹⁶ If the attorney believes the CLO or CEO did not take appropriate action within a reasonable time to address the violation, the attorney has a duty to report the evidence to the audit committee, another committee of independent directors, or the full board of directors until the attorney receives “an appropriate response.”¹⁷ Alternatively, attorneys can satisfy their duty by reporting the violation to a qualified legal compliance committee.¹⁸ To date, the SEC has never brought a case alleging a violation of the up-the-ladder rule.

Commissioner Lee’s Remarks

In her remarks, Commissioner Lee stated that it is time to revisit the “unfulfilled mandate” of Section 307 and consider whether the Commission should adopt and enforce minimum standards for lawyers who practice before the Commission. Commissioner Lee criticized “goal-directed reasoning” employed by sophisticated counsel in securities matters, and cited as an example Bandera Master Fund v. Boardwalk Pipeline,¹⁹ a recent decision in which the Delaware Court of Chancery rebuked the attorneys involved for their efforts to satisfy the aims of a general partner instead of their duty to the partnership-client as a whole. The Court, specifically, stated that counsel “knowingly made unrealistic and counterfactual assumptions, knowingly relied on an artificial factual predicate, and consistently engaged in goal-directed reasoning to get to the result that [the general partner] wanted.”²⁰ Bandera and cases like it, according to Commissioner Lee, are emblematic of a “race to the bottom” caused by pressure on securities lawyers to compete with each other for clients, while failing to give due consideration to the potential impact on investors, market integrity, and the public interest.

In Commissioner Lee’s view, “goal-directed” lawyering not only falls short of ethical standards but causes harm to the market and reduces deterrence. Commissioner Lee expressed concern that, in an effort to give management the answer it wants, lawyers may downplay or obscure material information.²¹ Although recognizing that materiality determinations are fact-intensive, Commissioner Lee said that should not provide blanket cover for legal advice aimed at concealing material information from the public. Non-disclosure has a host of negative consequences, including distorting market-moving information, interfering with price discovery, misallocating capital, impairing investor decision-making, and eroding confidence in the financial markets and regulatory system. Further, such lawyering diminishes deterrence by creating a legal cover for inadequate disclosure, making it more difficult for regulators to hold responsible individuals accountable. This type of legal counsel, in Commissioner Lee’s view, “is merely rent-seeking masquerading as legal advice, while providing a shield against liability.”

Commissioner Lee stated that the existing framework governing professional conduct is not adequate to hold lawyers accountable for such “reckless” advice. According to Commissioner Lee, state bars—the principal source for lawyer discipline nationwide—are not up to the task because they lack resources, expertise in securities matters, and the ability to impose adequate monetary sanctions. Additionally, Commissioner Lee noted that state law standards focused mostly on the behavior of individual lawyers, assigning few responsibilities to the firm for quality assurance. Indeed, state law standards are mostly drafted in a “one-size-fits-all fashion” according to Commissioner Lee, and do not take into account the different issues faced at large firms that represent public companies, which are quite different from a solo practitioner handling personal injury or estate law matters. Likewise, although the SEC has the power under Rule 102(e) of its Rules of Practice to suspend or bar attorneys whose conduct falls below “generally recognized norms of professional conduct,” there has been little effort to define or enforce that standard.²² Nor has the SEC rigorously enforced standards of attorney conduct under the one rule it has issued under Section 307, the “up-the-ladder” rule.

Commissioner Lee stated that it was time for the Commission to fulfill its mandate under Section 307. Although not proposing any specific rules, Commissioner Lee offered the following concepts as a starting point:

Greater detail on lawyers’ obligations to a corporate client, including how advice must reflect “the interests of the corporation and its shareholders rather than the executives who hire them”;
Requirements of “competence and expertise” (as an example, disclosure lawyers should not opine on materiality “without sufficient focus or understanding of the views of ‘reasonable’ investors”);
Continuing education for securities lawyers advising public companies (similar to requirements set by the Public Company Accounting Oversight Board for minimum hours of qualifying continuing professional education for audit firm personnel);
Oversight at the firm level (similar to quality-control measures implemented at audit firms);
Emphasis on the need for independence in rendering advice (similar to substantive and disclosure requirements implemented in Rule 2-01 of Regulation S-X for auditors);
Obligations to investigate red flags and ensure accurate predicates for legal opinions (similar to the obligations that an auditor must perform to certify to the accuracy of their client’s financial statements); and
Retention of contemporaneous records to support the reasonableness of legal advice.

Commissioner Lee noted that the content of any specific rules or standards will require “careful thought,” as well as assistance from the securities bar, experts on professional responsibility, and other interested parties and market participants. She invited input from the legal community and other stakeholders and noted that she appreciated the complexity of the task and concerns of the American Bar Association and others regarding protection of the attorney-client privilege. Indeed, outside auditors are generally regarded as “public watchdogs” and such communications between the corporation and an auditor are not entitled to the affirmative attorney-client privilege afforded to legal counsel. Accordingly, regulating the legal profession using a similar framework to that applied to the accounting profession has sparked more controversy. Nonetheless, in Commissioner Lee’s view, those concerns should be weighed against “the costs of there being few, if any, consequences for contrived or tortured advice.”

Implications

The Commission has declined to adopt enhanced rules of professional conduct for lawyers appearing before it in the 20 years since the enactment of the Sarbanes-Oxley Act. Commissioner Lee’s call for minimum standards, however, potentially signals increased scrutiny by the SEC with respect to lawyers who “practice before the Commission.” As Commissioner Lee noted, that means “counsel involved in the formulation and review of issuers’ public disclosure, including those who address the many legal questions that often arise in that context.”²³ Nonetheless, Commissioner Lee cautioned that she did “not intend with these comments to address the conduct of attorneys serving as litigators or otherwise representing their client(s) in an advocacy role in an adversarial proceeding or other similar context, such as in an enforcement investigation.”²⁴

Although framing her call for standards in terms of Section 307 of the Sarbanes-Oxley Act, it is not clear that the Commission will—or even can—promulgate any further rules under that authority. Commissioner Lee did not state that she was speaking on behalf of the Commission or indicate that the Commission would be taking concrete, imminent steps to adopt such standards. The Commission has not put its imprimatur on the remarks by incorporating them into a formal release or statement of policy. Moreover, the text of Section 307 appears to foreclose the possibility of further rulemaking, as it provides that the Commission shall issue any such rules “[n]ot later than 180 days after the date of enactment of this act,” i.e., January 27, 2003. Consistent with that constraint, the SEC proposed the up-the-ladder requirements on November 21, 2002, in Release No. 33-8150, and the rule became final on January 29, 2003.²⁵ But the SEC has not issued any other rule under Section 307 to date.

Even if official action under Section 307 may not be forthcoming, Commissioner Lee’s call for action should not be discounted. Setting aside the up-the-ladder requirements, the SEC has authority under Rule 102(e) of the SEC’s Rules of Practice to censure or bar a lawyer from appearing or practicing before the Commission if found, among other things, “[t]o be lacking in character or integrity or to have engaged and unethical or improper professional conduct.”²⁶ Commissioner Lee cited prior SEC guidance to indicate that Rule 102(e) may apply to attorney conduct that falls below “generally recognized norms of professional conduct,”²⁷ a standard that has been left undefined to date.²⁸ In practice, the SEC “will hold attorneys who practice before it to the standards to which they are already subject, including state bar rules.”²⁹ At a minimum, then, Commissioner Lee’s objective of greater accountability may be achieved through a more aggressive application of Rule 102(e), which, as she noted, has generally only been applied as a follow-on penalty for primary violations of the securities laws by lawyers.

Commissioner Lee’s term expires on June 5, and she has announced that she intends to step down from the Commission once a successor has been confirmed.³⁰ Should the Commission nonetheless take up her call to action in the future, it will be no easy task to adopt clear standards that can be implemented in a predictable manner. In particular, Commissioner Lee’s focus on the role of lawyers in advising issuers on determinations of materiality and disclosure does not lend itself well to oversight or enforcement. The well-established standard for materiality—whether “there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote”—is far from clear-cut.³¹ The Supreme Court, moreover, long has recognized that materiality “depends on the facts and thus is to be determined on a case-by-case basis.”³² As such, and as evidenced by the sundry cases concerning disclosure issues reversed on appeal, disagreement between litigants—as well as jurists—on matters of materiality and disclosure are par for the course. If that is so, how can a lawyer’s advice on such matters (which will inevitably turn on the facts and the lawyer’s judgment and experience) be subject to oversight in any objective sense?

Even if lawyers’ materiality advice could be evaluated under objective standards, there are other difficulties. First and foremost is that oversight of legal advice implicates the attorney-client privilege and the underlying benefit of candid advice from securities disclosure and corporate counsel. As the Supreme Court has observed, the attorney-client privilege “is founded upon the necessity, in the interest and administration of justice, of the aid of persons having knowledge of the law and skilled in its practice, which assistance can only be safely and readily availed of when free from the consequences or the apprehension of disclosure.”³³ Aside from situations in which the client has voluntarily waived privilege (as sometimes occurs in SEC investigations) or where another exception to the privilege applies, it is unclear how the SEC could evaluate legal advice without invading privilege. Such attempts could have led to an increase in corporate wrongdoing as corporate executives could be more reluctant to seek expert legal advice. In addition, it is unclear how regulators assessing materiality advice would—or could—balance an assessment of whether a lawyer has given the “correct” advice with a lawyer’s ethical obligations of zealous representation of the client.³⁴ The divide between overreaching “goal-directed” reasoning and permissible zealous advocacy for the client is often murky, and reasonable minds can differ depending on the circumstances. Moreover, it is already well-accepted that a corporate lawyer’s obligation is to the corporation as its client, not to any individual officer or director.³⁵ That obligation carries with it ethical duties to “proceed as is reasonably necessary for the best interest” of the corporation, including when the lawyer is aware of violations of the law or other misconduct by senior management.³⁶ In that sense, Commissioner Lee’s proposal could be viewed as a call for the SEC to take on enforcement of existing ethical rules, rather than for the development of novel “minimum standards.”

Ultimately, there are good reasons for the Commission’s reluctance to date to formally adopt minimum standards of professional conduct for lawyers appearing before it, including the attorney-client privilege, the goal of zealous advocacy, and the fact-specific nature of materiality inquiries. The manipulation of facts and bad reasoning targeted by Commissioner Lee are not only the exception, and difficult if not impossible to eliminate completely, but are largely covered by existing rules and practices. Nonetheless, Commissioner Lee’s call for lawyers to strive for higher legal and ethical standards in their counsel should be welcomed. Sound legal advice is not only important for issuer clients, but also for the financial well-being of investors, the integrity of the markets, and public confidence in the regulatory system and capital markets. Enhancements in ethical standards for the legal profession could also lead to reputational benefits and greater integrity in the profession. It remains to be seen whether Commissioner Lee’s remarks will serve as an aspirational goal for securities lawyers, or translate into concrete action by the Commission.

1 Commissioner Allison Herren Lee, Send Lawyers, Guns and Money: (Over-) Zealous Representation by Corporate Lawyers Remarks at PLI’s Corporate Governance – A Master Class 2022 (Mar. 4, 2022), [hereinafter “Commissioner Lee Remarks”].

2 See Sarbanes‑Oxley Act, § 307, 15 U.S.C. § 7245 (2002).

3 Gurbir Grewal, Director, Division of Enforcement, Remarks at SEC Speaks 2021 (Oct. 13, 2021).

4 Lawson v. FMR LLC, 571 U.S. 429, 432 (2014).

5 Stephen Wagner and Lee Dittmar, The Unexpected Benefits of Sarbanes-Oxley, Harvard Bus. Rev. (Apr. 2006).

6 See Sarbanes–Oxley Act, § 3, 15 U.S.C. § 7202 (2002).

7 See Sarbanes–Oxley Act, § 1, 15 U.S.C. § 7201 (2002).

8 Jennifer Wheeler, Securities Law: Section 307 of the Sarbanes-Oxley Act: Irreconcilable Conflict with the ABA’s Model Rules and the Oklahoma Rules of Professional Conduct?, 56 Okla. L. Rev. 461, 464 (2003).

9 Id.

10 Id. at 468-69.

11 See generally Richard W. Painter & Jennifer E. Duggan, Lawyer Disclosure of Corporate Fraud: Establishing a Firm Foundation, 50 SMU L. Rev. 225 (1996).

12 Wheeler, supra note 8, at 465 (quoting 148 Cong. Rec. S6551 (daily ed. July 10, 2002) (statement of Sen. Edwards)).

13 See Sarbanes‑Oxley Act, § 307, 15 U.S.C. § 7245 (2002).

14 Final Rule: Implementation of Standards of Professional Conduct for Attorneys, Securities Act Rel. No. 8185 (Sept. 26, 2003).

15 17 C.F.R. §§ 205.1-205.7.

16 17 C.F.R. § 205.3(b)(1).

17 17 C.F.R. §§ 205.3(b)(3), (b)(4).

18 17 C.F.R. § 205.3(c).

19 Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, No. CV 2018-0372-JTL, 2021 WL 5267734, at *1 (Del. Ch. Nov. 12, 2021). In Bandera, plaintiffs brought suit against a general partner for breach of a partnership agreement stemming from the general partner’s exercise of a call right without satisfying two requisite preconditions. The court held for the plaintiffs and found the general partner had engaged in willful misconduct. Id. at *51. Contributing to the misconduct was the general partner’s outside counsel, who drafted an opinion letter justifying the general partner’s exercise of the call right. Id. Throughout the drafting process, the court found, that the outside counsel manipulated the facts in order to achieve the general partner’s desired conclusion. Id. at *18-*47.

20 Id. at *51.

21 Commissioner Lee specifically cited, among other matters, environmental, social, and governance (“ESG”) disclosures. The Commission is currently considering additional climate change-related disclosures to Regulation S-K and Regulation S-X. See Jason Halper et al., SEC Proposes Climate-Related Changes to Regulation S-K and Regulation S-X, Cadwalader, Wickersham & Taft LLP (Mar. 23, 2022); see also Paul Kiernan, SEC Proposes More Disclosure Requirements for ESG Funds, The Wall Street Journal (May 25, 2022, 6:26 pm ET).

22 Rule 102(e) states, in relevant part:

(1) Generally. The Commission may censure a person or deny, temporarily or permanently, the privilege of appearing or practicing before it in any way to any person who is found by the Commission after notice and opportunity for hearing in the matter:

(i) not to possess the requisite qualifications to represent others; or

(ii) to be lacking in character or integrity or to have engaged in unethical or improper professional conduct; or

(iii) to have willfully violated, or willfully aided and abetted the violation of any provision of the Federal securities laws or the rules and regulations thereunder.

17 C.F.R. § 201.102(e)(1).

23 Commissioner Lee Remarks, supra note 1.

24 Id.

25 Proposed Rule: Implementation of Standards of Professional Conduct for Attorneys, Securities Act Rel. No. 8150 (Nov. 21, 2002); Final Rule: Implementation of Standards of Professional Conduct for Attorneys, Securities Act Rel. No. 8185 (Sept. 26, 2003); see also 2 Legal Malpractice § 14:114 (2022 ed.).

26 17 C.F.R. § 201.102(e). The Rules of Practice generally “govern proceedings before the Commission under the statutes that it administers.” 17 C.F.R. § 201.100. The SEC has the authority to administer and enforce such rules pursuant to the Administrative Procedures Act, 5 U.S.C. § 551 et. seq. See Comment to Rule 100, SEC Rules of Practice (July 2003).

27 In the Matter of William R. Carter Charles J. Johnson, 47 S.E.C. 471 (Feb. 28, 1981) (“elemental notions of fairness dictate that the Commission should not establish new rules of conduct and impose them retroactively upon professionals who acted at the time without reason to believe that their conduct was unethical or improper. At the same time, however, we perceive no unfairness whatsoever in holding those professionals who practice before us to generally recognized norms of professional conduct, whether or not such norms had previously been explicitly adopted or endorsed by the Commission. To do so upsets no justifiable expectations, since the professional is already subject to those norms.”).

28 In the past, the Commission has sought to discipline lawyers for violating securities laws with scienter, rendering misleading opinions used in disclosures and engaged in otherwise liable conduct, but not for giving negligent legal advice to issuers. See In the Matter of Scott G. Monson, Release No. 28323 (June 30, 2008) (collecting cases).

29 In the Matter of Steven Altman, Esq., Release No. 63306 (Nov. 10, 2010).

30 Statement of Planned Departure from the Commission (Mar. 15, 2022).

31 TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976).

32 Basic Inc. v. Levinson, 485 U.S. 224, 250 (1988).

33 Upjohn Co. v. United States, 449 U.S. 383, 389 (1981) (quoting Hunt v. Blackburn, 128 U.S. 464, 470 (1888)).

34 Rule 1.3: Diligence, American Bar Association, (last visited Mar. 18, 2022) (“A lawyer shall act with reasonable diligence and promptness in representing a client.”); Rule 1.3 Diligence – Comment 1, American Bar Association, (last visited Mar. 18, 2022) (“A lawyer must also act with commitment and dedication to the interests of the client and with zeal in advocacy upon the client’s behalf.”).

35 See, e.g., Upjohn, 449 U.S. at 389.

36 Rule 1.13: Organization As Client, American Bar Association, cmt. 2 (last visited April 19, 2022).

Article By Jason M. Halper, William P. Mills, Erica Hogan, Adam Magid, James Orth, and Jayshree Balakrishnan of Cadwalader, Wickersham & Taft LLP

For more Securities & SEC, click here to visit the National Law Review.

5 Best Practice Areas for Solo Attorneys

Finishing law school is undoubtedly a significant achievement— yet it’s hardly the finish line. The next step is deciding where you are going to take your law degree. For many, this means making the choice to go solo since there are many advantages that come with running your own practice.

Advantages of Being a Solo Attorney

Being Your Own Boss

Flexibility is one of the biggest perks of running your own solo practice. You get to call the shots and decide what needs to get done and when. If you have a family to look after, or other projects going on, setting your own terms for your law practice can be a huge advantage compared to working for someone else. If flexibility is important to you, then going the solo route is certainly something to consider.

Lower Costs

It goes without saying that the cost of your operations will be a lot lower as a solo attorney than they will be in a bigger law firm. Bigger law firms need to account for larger staff and consequently bigger expenses. Solo practitioners require less real estate (if any), fewer materials, and in some cases may not need additional staff at all. Many solo practitioners rely on legal software like CRM and client intake software to help automate day-to-day tasks that they would otherwise require extra hands for.

Better Client Experience

One standout reason that many clients prefer to work with solos is that they appreciate working with the same attorney who conducted their initial consultation. Larger law firms may have multiple lawyers appointed to a case. This can be disorienting and even overwhelming for clients with more sensitive cases who are forced to repeat the same potentially triggering information to various people. With a solo attorney, clients get a one-on-one experience without being strewn in multiple directions. Most importantly, solo attorneys often offer more attractive pricing, which is often one of the biggest concerns for those seeking legal representation.

What to Consider when Choosing Which Practice Area to Focus on

Although the main draw of becoming a solo attorney is running things your way, you also have a lot of responsibility on your shoulders which is important to remember when choosing your legal niche.

When deciding which practice area to choose, keep the following considerations in mind.

Your Values

What’s important to you, and what would motivate you to go into the office every day and zealously represent your clients? Do you think you could see yourself representing a potentially guilty offender? Are you ok working under extreme pressure, and are you able to stomach the harsh realities that may come along with certain cases such as those in family law? Perhaps you live for the back and forth negotiation that comes along with personal injury and want to fight for injured victims to get their lives back on track. In short, before you choose a practice area based on money alone, ask yourself whether it’s something that would line up with what you care most about.

Your Area

Take a look at what’s going on in the geographic or metropolitan area you plan to start your business. Are there already established solo practices there? What areas do they practice in, and do you stand a chance against them competitively? Consider whether there’s an opportunity for a different niche in your area that might be logical. Do you live in an area with a high poverty rate? Criminal law could potentially yield a lot of clients. Perhaps there’s a high immigration rate which could be conducive to opening an immigration law practice. The type of area and demographics in your area should come into play in order to make the most strategic decision.

Timing

What’s going on in the world around you currently? Is a certain practice area more promising than others? Are there new emerging niches of law that could see a higher demand in the near future? For instance, cannabis law and liability against technology have seen rampant growth across the country. Be sure to factor in the political, social, and technological climate as you come to a decision.

Then there is the question of where you are in your life. Does your personal life afford you the bandwidth to get your business off of the ground? Do you have a family to look after? Are you able to financially sustain a business in its infancy? As they say, “read the room”, and decide what kind of practice area would best suit your situation.

5 Best Practice Areas to Consider

Bankruptcy Law

Bankruptcy law is a great choice for solo attorneys since people going through exceptionally stressful financial times are usually looking for a more personalized experience. A solo practitioner is there to hold their hand throughout the process from beginning to end with an empathetic approach to delivering legal services. Make no mistake, bankruptcy law requires a love of numbers, so if you aren’t much of a math fan, then you will likely want to consider a different practice area.

Family Law

Much like people going through financial difficulties, people going through the emotional turmoil of divorce also desire a more empathetic client experience that a solo attorney can so expertly offer. Although family law comes with heightened emotions, and a substantial amount of tension, it can also be immensely rewarding to know that you’ve made a difference in your clients’ lives.

Not to mention from a business standpoint, the current divorce rate is over 40%. In other words, out of every six people that get married, nearly half of them will get divorced. Although rates have lowered over the last few decades it’s safe to say that you’ll have a wide pool of clients to market to.

Estate Planning

According to the latest legal industry statistics, as of 2022, there are over 200,000 estate planning lawyers in the United States alone. If you plan on opening up your practice in an affluent area abundant in large residences and expensive cars, opening up an estate planning practice can be quite lucrative. Solo practitioners looking to get into estate planning won’t just find success in upscale areas, but also in counties with older demographics. These areas are ripe with residents nearing retirement intent on protecting and preparing their assets.

Personal Injury

The US Department of Justice reports that there are about 400,000 personal injury cases settled out of court every single year. While the most common type of personal injury happens on the road, you’ll also find plenty of work injuries, slips and falls, and rarer injuries. People who have suffered a financial and emotional loss as a result of their injury are looking for someone to prove their case and seek compensation.

Personal injury cases require a significant amount of back and forth between insurance companies with no shortage of documentation. Financial risk is also a factor in that you could stand to earn nothing if you don’t win your client’s case. Conversely, there’s the promise of incredibly high settlements which could mean a big paycheck. The question is, how risk-averse are you?

Immigration Law

Navigating the complex world of immigration law is not easy for someone who may not even speak English. As such, an immigration lawyer is there to advise their clients on what the laws are and help them through the process of being able to live and work in the United States. Clients can range from United States citizens looking to bring their foreign spouse to the country to more sensitive cases in which immigrants are potentially separated from their families.

If you speak another language other than English, then this can be particularly appealing in your marketing strategy. Many foreign clients want to work with someone that speaks their native tongue, so you’ll be even more successful if you can offer that personal touch of their native language that not all other immigration lawyers can.

Rise to The Challenge With The Right Legal Tools

Regardless of what practice area you choose, you still have to accept that you’re a business person, not just a lawyer. You’ll need to generate clients, do the administrative work like sending out bills, assembling documents, and onboarding clients. And while you get to choose your own hours, and get to keep your earnings, at the end of the day all of the facets of your business fall on you.

Since this can be such a daunting task for lawyers coming out of law school who don’t necessarily know how to run a business, it’s important that you have all of the right tools in your arsenal, especially since there’s only one of you.

For this reason, the most successful solo attorneys know the importance of turning to legal technology to give their legal clients a big firm feel with a one-on-one touch. Utilizing end-to-end software is the most efficient way to put the administrative side of your law firm on autopilot, so you can focus on what you do best, which is helping people better understand the law.

The right legal technology can capture your client information for you and auto-populate it into your marketing emails, important documents, and bills, reducing time lost on the day-to-day parts of running a law firm. Best of all, it tracks each stage of the client journey, keeping you on track with what needs to happen next.

Article By Sarah Bottorff of Lawmatics

For more articles on legal marketing, visit the NLR Law Office Management section.

13 Types of Law Firm Content Marketing That Really Work

If you are unsure about where to focus your law firm’s content marketing efforts, realize that there is more to this marketing strategy than just writing articles. Great content talks to the people that will consume your legal services and also to the search engines to support SEO. But content has many shapes and sizes so lawyers often wonder what options are appropriate for them. This article covers 13 types of content that any lawyer or law firm regardless of their practice area can add to their law firm’s marketing strategy.

Law Firm Blog Posts

Blog posts are one of the easiest ways to start creating content and getting your law firm’s name out there. You truly just need to sit down, write about what you know and what you are passionate about, and publish it. Of course, you want to make sure your content is attractive to your target audience, so use your market research to craft posts that are easily understood by and interesting to your audience. Marketing savvy law firm owners develop a theme to their blogs so after one year of producing content, they can stitch the material together in e-book or white paper format.

Infographics

Infographics are a powerful tool for lawyers and law firms to reach their target audience. Research indicates that people remember 65% of the information they see in a visual format, compared to just 10% of what they hear. Some attorneys shy away from creating infographics, but there are many online design tools to make it quick and easy to produce this type of original content for your law firm. Infographics can live on your website and even be repurposed in your firm’s social media presence or collateral materials. They are a great way of explaining steps in the legal process or even the interpretation of complicated laws.

Podcasts

This type of content requires lots of planning and time, but it can pay off in spades. Creating your own podcast that answers legal questions or explains complex legal concepts in fun, easy-to-digest ways allow you to reach a massive audience of potential clients with interest in your area of practice. Podcasts are a great idea for attorneys that have clients with similar issues. For a family law attorney this might include child custody issues or post-decree matters. A business attorney might have clients facing issues related to corporate formation or the hiring of vendors. Having a practice area-centered podcast with episodes that focus on issues that potential clients commonly struggle with will help you attract a greater audience of listeners.

Video Marketing

Videos showcase your personality, highlight what unique traits you bring to the table, and create a connection with potential clients. Integrate search terms into your video headline and description to bring in even more traffic to your website. YouTube is the “second largest search engine behind Google,” making it a great platform for uploading and sharing your law firm’s videos. These videos can be focused on the same frequently asked questions that you would answer in written format on your website. They can also be a case study or even a client testimonial.

Guest Posts

Publishing your content on other websites expands your network, strengthens your own website’s search engine optimization, and helps build your law firm’s brand—you have a lot to gain from just one post. You can publish on other legal blogs, magazines, and local publications. Guest posting is an easy way to credential your practice through bylines and repurposable written content.

Newsletters

Whether you publish monthly or quarterly, do not give up on your law firm’s newsletter. While some people have eschewed their newsletters for more modern forms of content, you leave out a significant part of your client base when you do so. For maximum effect, stick to a strict publication schedule that allows you to share valuable, relevant information—do not just send out a newsletter for the sake of it. Depending on your needs, you could do an e-mail newsletter, a print newsletter, or both. The biggest challenge for law firms and newsletters is staying on schedule and determining in advance what to say. Marketing savvy law firms develop an editorial calendar for their newsletters one year in advance, so they are never scrambling to publish the newsletter.

White Papers

Driven by data and statistics, white papers look at a specific issue within your practice area and dig deep into the information surrounding it. The information provided in a white paper also provides a path forward for solving the proposed issue. Law firms can successfully produce their own white paper content and keep it on their website to connect with potential clients. But be sure to use the help of a graphic designer if you intend to create a white paper for your law firm. Their creative eye will help make your content stand out to readers.

Curated Content

Sharing resources with website visitors and clients shows that you genuinely care about their wellbeing, not just getting them to become paying clients. You might create listicles that link out to useful resources and guides. These work great for consumer-facing practices that serve populations that might need guidance outside of their legal matter. For instance, a plaintiff personal injury attorney could publish ideas on mental health and wellbeing after being treated for a serious car accident. Your goal in using curated content is to be a central hub for the information your audience could need to know about your practice area and how it affects their lives.

Testimonials

Satisfied clients are often the best form of advertising. If potential clients see that you have successfully solved the problem they now face, they have substantial motivation to reach out to you. Testimonials and reviews can be collected and curated to be their own page on your law firm website. However, ensure that you are working within the laws and ethics that regulate law firm and lawyer advertising as this can be a sticky area of law firm marketing.

E-Books

Compared to print books, e-books require almost no financial output and are incredibly easy to share. Some attorneys use electronic books as a vehicle to provide in-depth guides for clients interested in their legal services, while others repurpose blog content into an e-book for easy reading. You can also write an e-book and use it as a lead magnet—for example, a construction defect attorney might give a copy of “7 Things You Need to Know Before Buying a Newly Built Home” to those who sign up for their e-mail list.

LinkedIn Articles

One type of content that is often underutilized is LinkedIn content. When you write an info-rich LinkedIn article and share it with your network, they can share it with their network. Your reach can multiply quickly with just one piece of well-written content. This is an excellent strategy for expanding your professional network, increasing the likelihood of client referrals and brand recognition.

Tutorials

Guides and tutorials offer detailed step-by-step instructions on specific tasks, which is content that consumers can use right away. The topics you cover depend on your audience and area of practice, so you could start by finding out what struggles your target market has and what legal issues you can immediately alleviate. For example, a family law attorney might write a how-to guide on gathering financial documents and other paperwork for easy analysis of assets during a divorce. A business law attorney could do a screencast of how to register a business in their state and set up tax filing.

Lectures and Speaking Engagements

When you establish yourself as a leader among your peers, you are in an excellent position to gain acceptance as an expert among potential clients. You can host CLE events and dig deep into a topic relevant to your area of practice, serve as a speaker at legal conferences, and share your expertise at other industry events. Be sure to share any video content of your speaking engagements on your website. If your speech is later transcribed, it becomes another content source that could bring in clients and contacts.

For modern law firms, content is a key component in their marketing and business development strategy. Everything on this list of content types will funnel traffic back to your law firm’s website. By integrating different types of content into your marketing plans and on your website, you can reach clients from all walks of life while establishing your position within your practice area.

Article By Meranda M. Vieyra with Denver Legal Marketing.

For more articles about law firm management, visit the NLR Business of Law section.

February 2022 Legal News Roundup: Women in Law, Promotions & More

Happy belated Valentine’s Day from the National Law Review team. Please read on for new legal industry hires, promotions and awards.

Firm Recognition & Awards

Much is included on the 2022 Top Workplaces USA list, which recognizes organizations with a people-centered culture.

“At Much, our culture centers on people: our employees, our clients, and our community partners,” said Managing Partner Mitchell Roth. “We work each day to support a collaborative, kind, and service-oriented environment, so to be recognized for our culture on a national level is a tremendous honor.”

The rankings are based on employee feedback from a survey administered by Energage, an employee engagement technology partner. The survey gauged various aspects of workplace culture, including alignment, execution, connection, and more.

Womble Bond Dickinson is one of the Best Places to Work for lesbian, gay, bisexual, transgender and queer (LGBTQ+) workplace equality, earning a perfect score of 100 percent on the 2022 Corporate Equality Index (CEI).

The survey is administered by the Human Rights Campaign, and acts as a benchmarking tool to track how businesses are adopting equitable workplace policies, practices and benefits for LGBTQ+ employees. Womble Bond Dickinson earned perfect scores every year since 2015.

“We are honored to be named one of the HRC’s Best Places to Work for LGBTQ+ Employees once again,” said Betty Temple, Chair & CEO of Womble Bond Dickinson (US) LLP. “We at Womble Bond Dickinson have worked hard to promote diversity and inclusion. These efforts include earning Mansfield Rule 4.0 Certification. The goal of the Mansfield Rule is to boost the representation of historically underrepresented lawyers—including LGBTQ+ attorneys—in law firm leadership, partner promotions and lateral hires by broadening the pool of candidates considered for these opportunities. We have much more work to do, but we are proud to be recognized for the progress we have made.”

Lawdragon recognized Foley & Lardner partners Daniel Kaplan, John (Jack) Lord, Jr., and Rachel Powitzky Steely on its 2022 edition of 500 Leading U.S. Corporate Employment Lawyers, an annual recognition of the nation’s top advisors on workforce issues. Lawdragon selected the honorees based on submissions, editorial vetting and journalistic research.

Lawdragon said that this year’s honorees “specialize in defending corporations in everything from wage and overtime claims to trade secret disputes, while helping companies maintain global workforces throughout a pandemic.”

Law firm Hiring & Additions

Varnum LLP expanded its intellectual property practice with the addition of Timothy D. Kroninger. Joining the firm’s Detroit office as an associate, Mr. Kroninger focuses his practice on copyright law, trade secret law, patent and trademark prosecution and more. He also has experience in drafting design patent applications, as well as participating in United States Patent and Trademark Office (USPTO) trademark opposition proceedings.

Beyond his practice at Varnum, Mr. Kroninger works as a supervising attorney in the Trademark and Entrepreneur Clinic at University of Detroit Mercy College of Law. There, he instructs law students on copyright registration, drafting corporate documents, and protection of trademarks.

Beveridge & Diamond PC elected four new principals: Eric Christensen, located in Seattle; Allyn Stern, located in Seattle; Michael Vitris, located in Austin; and Gus Winkes, located in Seattle. Mr. Christensen practices in energy law, assisting companies and consumers in navigating the legal and regulatory landscape. Ms. Stern, former U.S. EPA regional counsel, helps clients develop environmental compliance strategies. Mr. Winkles practices in a variety of fields, providing solutions-oriented legal representation in the areas of enforcement defense, regulatory compliance, and contaminated site cleanup. Mr. Vitris, former litigation attorney with the Texas Commission on Environmental Quality, defends companies in class actions and environmental mass torts.

“Each of these Principals’ talents, skills, and expertise deepen and enhance B&D’s dynamic regulatory compliance and litigation practice as environmental and energy law continue to evolve,” said firmwide managing principal Kathy Szmuszkovicz. “They’ve proven their ability to deliver top-notch service to clients and to serve as thought-leaders at a particularly exciting time in our practice. We look forward to their continued success and contributions in their new roles.”

Barnes & Thornburg LLP added five new attorneys and legal professionals across various offices. Associate William Choi joined the firm’s Los Angeles office, and associate Albert D. Farr joined the New York office. Mr. Choi focuses his practice on product liability and complex civil litigation, and he is well-versed in all aspects of pretrial case management. Likewise, Mr. Farr practices in transactional tax law, counseling multinational strategic and private equity clients on transaction tax structuring, tax diligence and more.

Furthermore, legal professionals Amit Datta, Al Maloof, and Soyoung Yang joined Barnes & Thornburg’s Chicago, Indianapolis, and Washington D.C. offices, respectively. Dr. Datta, a business transaction advisor, provides targeted legal advice and strategic insight for European clients conducting business in the U.S. Mr. Maloof, a client relationship specialist, provides strategic consultation among the firm’s government services, compliance and regulatory attorneys. Ms. Yang, a legal fellow, aids attorneys and clients on matters related to international trade, customs and the supply chain.

William L. Nimick joined the Construction Litigation and Counsel practice group at Goldberg Segalla LLP. An experienced litigator, Mr. Nimick is located in the firm’s Raleigh office, where he counsels insurers, contractors, subcontractors and corporate entities in liability claims including but not limited to property damage, personal injury and construction defects.

Previously, Mr. Nimick worked as a civil litigator across North Carolina, representing clients in areas such as wrongful death, workers’ compensation, and subrogation. Specifically he handled subrogation claims such as motor vehicle accidents, product liability lawsuits and large fire losses.

Women in the Legal Industry

Angela Bowlin of Frilot LLC law firm has accepted a position serving on the International Association of Defense Council (IADC), an organization for attorneys who represent corporate and insurance matters. Ms. Bowlin focuses her practice on mass torts and class actions, with experience in asbestos and other toxic tort cases.

“I am honored to have been selected as a member of IADC and look forward to working on the many important committees related to the law and its many facets,” said Ms. Bowlin.

Nicole Archibald joined Foley Hoag LLP as their Director of Legal Recruiting. Ms. Archibald will work alongside the Foley Hoag team to attract and promote a diverse group of attorneys to help the firm achieve its diversity and inclusion goals.

“We’re very pleased to welcome Nicole to Foley Hoag, and are confident that she will be a great asset to the firm and its culture. Her considerable prior experience as a director of recruiting, legal search consultant and practicing litigator will prove a valuable asset as we look to 2022 and beyond. Our executive committee, practice leaders, hiring committee and I are excited to begin working with Nicole to attract new talent and strengthen our market-leading practices,” said Foley Hoag Co-Managing Partner Kenneth Leonetti.

“I look forward to collaborating with Foley Hoag’s management, department chairs and practice leaders, and hiring committee to develop, implement and execute proactive recruiting initiatives to further the firm’s hiring goals and strategic growth plan,” said Ms. Archibald.

Norton Rose Fulbright appointed New York partner Robin Adelstein as the Co-Head of Commercial Litigation, joining Houston partner Andrew Price. Ms. Adelstein brings extensive experience in litigating complex commercial disputes and advises companies with respect to antitrust issues regarding mergers, joint ventures and more.

“Robin has long been respected as a leader within the firm as our Global and US Head of Antitrust and Competition, and she is a highly-recognized practitioner in her field. I look forward to seeing the great work that our commercial litigation group will do under Robin’s and Andrew’s leadership,” said Jeff Cody, Norton Rose Fulbright’s US Managing Partner.

“Our firm has a longstanding reputation for advising clients on their most complex and significant matters. It is an honor to head Norton Rose Fulbright’s commercial litigation group along with Andrew; I am proud to be leading such a talented group of lawyers,” said Ms. Adelstein.

Article By Rachel Popa, Hanna Taylor, and Chandler Ford of The National Law Review / The National Law Forum LLC

For more on the business of law and legal news, click here to visit the National Law Review.

11 Ways to Tap into the Legal Market’s Greenfield

A survey conducted in 2019 determined that nearly 80% of Americans with a legal issue didn’t hire a lawyer to handle it. When you consider that over 50% of people in the US claim to have had a legal issue at some point over the last two years, you’re looking at a considerable amount of potential clients. In other words, there is an enormous array of people who need lawyers who simply aren’t hiring one.

The secret to tapping into this greenfield dormant legal market is knowing the reasons behind their aversion to lawyers. By understanding the reasons behind people’s hesitancy to pay for legal services, you can attempt to better appeal to them, and tap into a huge pool of potential clients.

Why People Are Hesitant To Hire Lawyers:

!Price

The first and most obvious reason why people are hesitant to hire a lawyer is the price tag attached to them. Considering the majority of Americans are living paycheck to paycheck, it’s not surprising that paying between $100 and $400 an hour for a lawyer (or more) is a stretch for their wallets.

Even “simple” legal cases can cost thousands of dollars, and more complex ones can be financially detrimental for a cash-strapped client. Although many lawyers are starting to move towards a flat-fee pricing system that delivers an upfront summary of costs rather than wondering how much your case will all add up, a lot of people still aren’t biting.

It’s time for lawyers to start asking themselves how they can transform the way they deliver and price their legal services to tap into this untapped world of would-be clients.

!Lack of Transparency

Ever heard the joke, “what’s the difference between a vacuum cleaner and a lawyer riding a motorcycle?” — “The vacuum cleaner has the dirtbag on the inside.” This is just one of the many zingers out there about lawyers. It’s no secret that many swindling lawyers have made it hard for the honest ones in the profession. Now, lawyers have to defend themselves against lousy reputations for lack of transparency about their prices.

That’s why it’s incredibly important that you lay out your pricing system from day one. Be clear about your prices, and you’ll save you and your client a world of trouble later on.

!Bad Past Experiences

Another frequent reason for the untapped legal market not hiring lawyers is because many people have had bad experiences with a lawyer in the past. Surprisingly, people’s biggest reason for a negative experience is often because they felt their lawyers were very bad at communication. Believe it or not, a positive client experience doesn’t always come down to their lawyer winning their case or not. Clients often just want to be informed on their case and answered in a timely manner when they have a question.

That means there are people out there thrilled with their lawyers and their lawyers didn’t even give them the best possible outcome on their case. Ultimately, what people want is a positive client journey. Yet, without a systematic method in place, it can be hard to deliver the kind of service that people want.

The only way to convince people that not all lawyers are bad is to get things started on the right foot. Using legal client intake software is the only way to respond quickly when you’re handling multiple cases at a time. Workflow automation for law firms makes your clients feel connected to you from the first moment they reach out. Legal client intake software allows you to set up trigger-based emails that automatically send a message out based on an action of your choosing. The end result is satisfied clients who feel as if they’re your only client.

Article by Sarah Bottorff with Lawmatics.

For more articles about the legal market, visit the NLR Business of Law section.

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Tip 1: Problems First, Then Products

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McDonald’s ESG Practices Called Into Question

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Why People Are Hesitant To Hire Lawyers:

!Price

!Lack of Transparency

!Bad Past Experiences

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