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Abstract:
This paper was delivered as the Randall Park Lecture at the University of Kentucky College of Law. It addresses the consequences of nearly two decades of lawyer mobility and law firm destablization and the effects of these trends on the professional development of inexperienced lawyers. It also offers thoughts on how lawyer mobility is, or at least should be, bringing into sharper focus the professional education mission of law schools.

Lawyer mobility, law schools, professional responsibility, law firms, legal education

Abstract:
In important respects, contemporary partnerships are modifying the associational form under which they operate in ways that represent clear departures from the classic partnership model. This article explores the mystique of partnership, the role of partnership in our culture, and how partnership law has evolved to encourage the structuring of relationships that bear little resemblance to the partnership model on which the law was developed (e.g., nonequity partners in professional services firms). It considers the implications of this change and questions whether long-standing assumptions concerning what it means to be a "partner" continue to hold.

Abstract:
This article offers empirical data on the organizational choices of law firms. The article demonstrates that among all firms the professional corporation remains the associational form of choice. It also demonstrates that size affects firm choices, with larger firms preferring newer limited liability vehicles (especially LLPs).

professional firms, partnerships, limited liability partnerships, professional corporations, organizations

Abstract:
The law that dominates legal scholarship is the corporate law of the public entity. This corporate law struggles to define and protect the interests of a large, amorphous, and essentially passive group of shareholders who typically hold diversified portfolios and whose willingness and ability to focus attention on any single investment in that portfolio is limited. Aggrieved shareholders of publicly held firms normally have the exit option available through the liquidity provided by organized securities markets.

Another corporate law addresses the closely held firms that at one time or another elected corporate status. Here, the problem lies in the exercise of control by one group of shareholders to the disadvantage of another group under circumstances in which disadvantaged shareholders, unlike their counterparts in publicly-held firms, typically do not have an easy exit option. This is the corporate under law under which private ordering through bargaining among shareholders has achieved slow but steady gains. It is also the corporate law largely ignored by contemporary legal scholars.

The two corporate laws, and the concerns addressed by each, are quite distinct. Recognizing the distinction is critical in assessing the content as well as the evolution of corporate law. It is also a premise underlying this article, which considers private ordering in closely-held firms and the degree to which partnership law and corporate law have influenced each other.

Abstract:
This article evaluates the effectiveness of fiduciary standards grounded in law in regulating and ordering relationships among business partners. In contrast with most commentary on the subject, it devotes little attention to the content of fiduciary standards and instead focuses on the gap that exists between the theory underlying fiduciary duties and the reality of how the duties are applied in practice. An underlying theme of the discussion is that fiduciary duties are largely ineffective in controlling opportunistic behavior by business partners. The article considers a number of reasons for the limited effectiveness of fiduciary standards, discusses the effects of the indeterminacy of fiduciary standards, and offers suggestions for an appropriate role of fiduciary norms in ordering relations among business partners.

Abstract:
This article explores fiduciary norms in the closely-held firm. It focuses generally on judicially-developed standards of business ethics and specifically on the perceived gap between articulated and applied norms. The article includes data on the frequency with which Cardozo's famed punctilio of an honor the most sensitive statement is cited and offers explanations for the continuing appeal of the standard.

Fiduciary duty, partnership, Cardozo

Abstract:
The freedom of clients to discharge their lawyers at any time, with or without cause, greatly facilitates competition among lawyers. An era of lawyer mobility that has destabilized law firms and rewarded lawyers able to command the loyalty of their clients rests on the simple and largely unquestioned premise that clients should be free to discharge their lawyers, with or without cause and even, under most circumstances, in contravention of contract. This Article explores the norm of client choice and its impact on the market for legal services. It discusses the historical foundations of the norm, the policy reasons for and against the freedom accorded to clients to change their lawyers at any time, and ways in which the exercise of client choice is limited by application of other principles of law and ethics. For a comparative perspective, it also looks to standards of medical ethics to see the relative roles of consumer choice over service providers in the two professions.

legal ethics and professional responsibility, Law and culture, Legal profession law, norms and informal order, Law and society, Partnerships and unincorporated business entitites

Abstract:
The article places the indictment of the Milberg Weiss law in the context of recent changes in partnership law that have diminished the accountability of partners in professional services firms for the misconduct of their colleagues.

Abstract:
One of the more dynamic and litigated issues within the growing law of lawyer mobility concerns efforts to restrict contractually future competition by present members of a law firm. For the most part, contractual restraints on competition fall under the clearly articulated ethics codes' bans on bargained practice restrictions following departure from a firm, the raison d'etre being that clients should have the right to choose the lawyers who will represent them.

There exists one important, but largely undeveloped, exception to the ethics codes' ban on restrictive covenants. Both the Model Code of Professional Responsibility and the more recent Model Rules of Professional Conduct exempt from their anticompetition bans an agreement tying noncompetition to benefits paid on account of retirement. The retirement benefits exception is important because the departure of a partner from a law firm typically will prompt some type of payout in satisfaction of the lawyer's interest in the firm. To the extent that firms are able to categorize the payouts as retirement benefits, they have an effective means of protecting their client base by preventing competition from lawyers to whom client loyalties may run deeply.

The ethics codes are bereft of anything resembling legislative history, and the policy justification for linking retirement payments with a noncompetition commitment is not entirely clear. The lack of a definition for "retirement" heightens the interpretive challenges posed by the retirement benefit exception. This Article offers a framework for distinguishing impermissible restraints on competition from allowable retirement benefits conditioned on noncompetition.