Ohio Board Advisory Opinion Op 09-005

The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
65 SOUTH FRONT STREET, 5TH FLOOR, COLUMBUS, OH 43215-3431
(614) 387-9370 (888) 664-8345 FAX: (614) 387-9379
www.sconet.state.oh.us
OFFICE OF SECRETARY
OPINION 2009-5
Issued June 12, 2009
SYLLABUS: A lawyer or law firm may be listed as “General Counsel” or similar
reference on the letterhead of a client organization and may use the designation
in signing correspondence written on behalf of the client organization if the
lawyer or law firm represents the client organization in all or most of the client’s
legal matters, devotes a substantial amount of professional time to the client
organization, and is given the title by the client organization. A lawyer’s or law
firm’s designation as “General Counsel” on the letterhead of a client organization
and use of the designation in signing correspondence written on behalf of the
client organization is proper under Prof. Cond. Rules 7.5 and 7.1, provided the
communication is truthful—not false or misleading or nonverifiable.
OPINION: This opinion addresses a question regarding a lawyer’s use of
“General Counsel” when representing a client organization.
May a lawyer who devotes substantial professional time to a client
organization be listed as “General Counsel” or similar reference on
the client’s letterhead and may the lawyer sign correspondence as
“General Counsel” to the client organization?
“General Counsel” is a professional designation. “General Counsel” is commonly
defined as “1. [a] lawyer or law firm that represents a client in all or most of the
client’s legal matters, but that sometimes refers extraordinary matters—such as
litigation and intellectual property cases—to other lawyers. 2. The most senior
lawyer in a corporation’s legal department, usu. also a corporate officer.” Black’s
Law Dictionary 374, 75 (8th ed. 2004).
The term “General Counsel” does not appear in the Ohio Rules of Professional
Conduct, but as a professional designation, its use is governed under Prof. Cond.
Rules 7.5 and 7.1.
Prof. Cond. Rule 7.5 states, in part, “[a] lawyer shall not use a firm name,
letterhead or other professional designation that violates Rule 7.1.”

Op. 2009-5 2
Prof. Cond. Rule 7.1 states “[a] lawyer shall not make or use a false, misleading,
or nonverifiable communication about the lawyer or the lawyer’s services. A
communication is false or misleading if it contains a material misrepresentation of
fact or law or omits a fact necessary to make the statement considered as a
whole not materially misleading.”
Applying Prof. Cond. Rules 7.5 and 7.1, a lawyer’s or law firm’s designation as
“General Counsel” on the letterhead of a client organization and use of the
designation in signing correspondence written on behalf of the client organization
is proper provided the communication is truthful—not false, misleading, or
nonverifiable. Communication of the “General Counsel” designation is deemed
truthful when a lawyer or law firm represents a client organization in all or most of
the client’s legal matters, devotes a substantial amount of professional time to
the client organization, and has been given the title by the client organization.
It is noted that a lawyer’s or law firm’s use of the professional designation
“General Counsel” was proper under DR 2-102(A)(4) of the Ohio Code of
Professional Responsibility, which was in effect until superseded by the Ohio
Rules of Professional Conduct, effective February 1, 2007. DR 2-102(A)(4) of
the Ohio Code of Professional Responsibility stated: “A lawyer or law firm may
be designated as ‘General Counsel’ or by similar professional reference on
stationery of a client if the lawyer or the firm devotes a substantial amount of
professional time in the representation of that client.” Accordingly, in past
Advisory Opinion 90-13, the Board advised: “Under DR 2-102 (A) (4), a lawyer
who devotes a substantial amount of professional time to a client may appear on
the client’s letterhead and be designated as “general counsel” or similar
professional reference. The same lawyer may also sign correspondence using a
client’s letterhead, with or without being listed on the letterhead provided there is
a clear designation of the lawyer’s professional status.”1
In conclusion, the Board advises as follows. A lawyer or law firm may be listed
as “General Counsel” or similar reference on the letterhead of a client
organization and may use the designation in signing correspondence written on
behalf of the client organization if the lawyer or law firm represents the client
organization in all or most of the client’s legal matters, devotes a substantial
amount of professional time to the client organization, and has been given the
title by the client organization. A lawyer’s or law firm’s designation as “General
Counsel” on the letterhead of a client organization and use of the designation in
signing correspondence written on behalf of the client organization is proper
under Prof. Cond. Rules 7.5 and 7.1, provided the communication is truthful—not
false or misleading or nonverifiable.
Advisory Opinions of the Board of Commissioners on Grievances and
Discipline are informal, nonbinding opinions in response to prospective or
1 Ohio SupCt, Bd Comm’rs on Grievances & Discipline, Op. 90-13 (1990).

Op. 2009-5 3
hypothetical questions regarding the application of the Supreme Court
Rules for the Government of the Bar of Ohio, the Supreme Court Rules for
the Government of the Judiciary, the Ohio Rules of Professional Conduct,
the Ohio Code of Judicial Conduct, and the Attorney’s Oath of Office.