Current through Register Vol. 54, No. 44, November 2, 2024
(a)
General Rule. Every
attorney not a member of the bar of this Commonwealth, who is employed by and
performs legal services in this Commonwealth for a corporation, company,
partnership, association or other non-governmental business entity, shall
obtain a Limited In-House Corporate Counsel License in order to provide such
services if such services are performed in this Commonwealth on more than a
temporary basis by the attorney or if the attorney maintains an office or other
systematic and continuous presence in this Commonwealth.
(b)
Scope of Legal
Activities. Attorneys issued a Limited In-House Corporate Counsel
License may provide advice or legal services to the employer named in the
application subject to the following qualifications:
(1) The legal services provided to the
employer shall be limited to:
(a) giving
legal advice to the directors, officers, employees, and agents of the business
organization with respect to its business affairs;
(b) negotiating and documenting all matters
for the business organization;
(c)
representing the business organization in its dealings with any administrative
agency or commission if authorized by the rules of the agency or
commission.
(2) In
providing legal services, attorneys practicing under a Limited In-House
Corporate Counsel License shall not:
(a)
represent their employer in any case or matter pending before the courts of
this Commonwealth, unless they have been admitted pro hac vice;
(b) represent or give advice to any
shareholder, owner, partner, officer, employee or other agent with respect to
any personal matter or transaction;
(c) offer legal services or advice to any
third party having dealings with the attorney's employer; or
(d) offer legal services or advice to the
public or hold themselves out as authorized to offer legal services or advice
to the public.
(3)
Notwithstanding the fact that the practice of law by a lawyer licensed under
this rule is limited to the practice of law for the employer furnishing the
statement required by this rule, a lawyer licensed under this rule may
participate in the provision of pro bono services offered under the auspices of
organized legal aid societies or state/local bar association projects, or
provided under the supervision of an attorney licensed to practice law in
Pennsylvania who is also working on the pro bono representation.
(c)
Application.
An applicant for a Limited In-House Corporate Counsel License shall file with
the board a written application, in the form of a verified statement on the
form prescribed by the board, setting forth those matters which the board deems
necessary, and pay an application fee fixed by the board. The application shall
be processed in accordance with the provisions of Rules 212 through
231.
(d)
Requirements. The general requirements for issuance of a
Limited In-House Corporate Counsel License are:
(1) Completion of the study of law at and
receipt without exception of an earned Bachelor of Laws or Juris Doctor degree
from a law school;
(2) Admission to
practice law in another state, territory of the United States or the District
of Columbia on active status at the time of filing the application;
(3) Absence of prior conduct by the applicant
which in the opinion of the board indicates character and general
qualifications (other than scholastic) incompatible with the standards expected
to be observed by members of the bar of this Commonwealth;
(4) Presentation of a certificate of good
standing from the highest court or the agency having jurisdiction over
admission to the bar and the practice of law in every jurisdiction in which the
applicant has been admitted to practice law, stating that the applicant is in
good professional standing at the bar of such court or such state. An applicant
who is disbarred or suspended for disciplinary reasons from the practice of law
in another jurisdiction at the time of filing an application shall not be
eligible for a Limited In-House Corporate Counsel License;
(5) Presentation of a sworn statement by the
applicant certifying that he/she will perform legal services in this
Commonwealth solely for the employer identified in the application, and that
such employer's lawful business consists of activities other than the practice
of law or the provision of legal services;
(6) Presentation of a statement signed by an
officer, director or general counsel of the applicant's employer stating that
the applicant is an employee for such employer and performs legal services in
this Commonwealth for such employer.
(e)
Duration. The Limited
In-House Corporate Counsel License shall expire if:
(1) such attorney is admitted to the bar of
this Commonwealth under any other rule,
(2) fails to fulfill the obligations required
of active members of the bar of this Commonwealth,
(3) is suspended or disbarred from the
practice of law in another jurisdiction,
(4) fails to maintain active status for
admission to the practice of law in at least one state, territory of the United
States or the District of Columbia; or
(5) such attorney ceases to be employed by
the employer listed on such attorney's application; provided, however, that if
such attorney, within 30 days of ceasing to be an employee for the employer
listed on such attorney's application, becomes employed by another employer
within this Commonwealth for which such attorney shall perform legal services,
such attorney may apply for a new certificate recommending the issuance of a
Limited In-House Corporate Counsel License under this Rule by filing with the
board, within 30 days of commencing the new employment, a statement identifying
his or her new employer, and the date on which his prior employment ceased and
his new employment commenced, and submitting the documents required by sections
(d)(5) and (6) of this rule with respect to the new employer.
(f)
Issuance of
License. At any time within six months of the receipt of a certificate
from the board recommending the issuance of a Limited In-House Corporate
Counsel License, an applicant may file a motion with the Prothonotary, on a
form prescribed by the board for issuance of a Limited In-House Corporate
Counsel License. The motion shall be accompanied by the certificate from the
board recommending issuance of the license and the fee required by the
Prothonotary. Upon receipt of the appropriate documents and fee, the
Prothonotary shall enter the name of the applicant upon the docket of persons
issued a Limited In-House Corporate Counsel License, notify the Administrative
Office of the issuance of a limited license to such attorney and issue an
engrossed Limited In-House Corporate Counsel License under seal.
(g)
Status. When a license
is required under this rule for the performance of legal services in this
Commonwealth solely for an attorney's employer, the performance of such
services by the attorney shall be considered to be the active engagement in the
practice of law for all purposes and shall subject the attorney to all duties
and obligations of active members of the Pennsylvania bar including, but not
limited to the Rules of Professional Conduct, the Rules of Disciplinary
Enforcement and the Rules of Continuing Legal Education. Prior to the effective
date of this rule, when an attorney performed legal services in this
Commonwealth solely as an employee of a business organization, whose business
consisted of activities other than the practice of law or the provision of
legal services, the rendering of such legal services shall be deemed for all
purposes to have been the authorized active engagement in the practice of law
in this Commonwealth, if such attorney, at the time of the performance of such
legal services met the requirements set forth in sections (d) (1), (2), (3) and
(4) of this rule.
