Transition Planning

Written by Law Practice Management Committee | Nov 20, 2024 7:35:14 PM

The goal of transition planning is to enable you to achieve what you perceive to be the best possible conclusion of your law practice. Do you hope to practice until it’s no longer possible, or do you hope to retire at some point before then? Do you see yourself practicing as a sole practitioner or with other lawyers? Do you hope to transition your practice to a successor lawyer or firm? Would you like to sell all or part of your practice? Perhaps you would prefer to simply wind down the practice when the time is right. These are just a few things to consider when determining what is needed to achieve the transition you envision, whether it’s related to succession planning, selling your practice, or closing your office.

Overview of Transition Planning
1. Succession Planning
  
  Succession planning anticipates the ultimate transfer of a legal practice from a predecessor to a successor lawyer. The objective is to transfer future responsibility and revenue from all or part of the practice to another lawyer or law firm, whether by sale or another method of transfer, where all sides receive value and client representation is seamless.
  Ideally, the planning is done years in advance of a target exit date. A longer time frame enables the planning lawyer to optimize the value of the practice and find the best form of succession for an easy transition with the timing that works best for the exiting attorney and their clients.
  Unfortunately, planning is commonly not done timely, and a sudden cessation of practice occurs that often becomes a disaster for clients and family members attempting to close the practice. It also tends to result in little or no compensation for the practice to the attorney or their family. Designating a custodian, at a minimum, should be the first step on a lawyer’s succession planning journey. See chapter 1, “Designating a Custodian Attorney,” for a quick and easy way do so.
  Fortunately, it’s never too late to engage in planning if there is still a practice for the lawyer to exit. Some planning is always better than no planning.
  Like all succession planning, the plan begins with identifying what the exiting lawyer wants to accomplish and over what period. Identifying objectives creates an outline of a plan and can help develop the appropriate timeline. Identifying the needs of the clients and features of the practice the lawyer wants in place for the exit also helps identify potential successor lawyers.
2. Cessation Without a Successor
  
  Many lawyers choose to wind down their practices without a successor. As with succession planning, it is best to formulate a plan for transitioning out of the practice of law and closing the practice, especially if you have clients that will need to find a new attorney and staff who will need to find new employment.
  This “Transition Planning” chapter begins with a discussion of the traditional succession methods used by lawyers to retire from practice for value without a sale, then addresses how a lawyer may sell a practice in compliance with the applicable rules of professional responsibility, and concludes with guidance on closing your own practice without a successor, including closing the professional entity for a sole practitioner.
  Note: While no rule prohibits a lawyer from selling all or part of their law practice, any sale must comply with all rules of professional responsibility. Some methods of selling a practice present more challenges to satisfying all applicable rules. When an attorney transfers their client matters to a successor lawyer in the firm or merges with a firm in exchange for compensation, compliance with many rules is less complicated. Some ethics lawyers believe an outright sale is too fraught with potential rule violations to be worth attempting. This chapter provides information about the most relevant rules for any method of sale so each lawyer can make their own determination about how to structure the sale of their practice in a way that meets their clients’ best interests and satisfies the rules.
Traditional Succession Methods Involving Compensation Without a Sale
1. Traditional methods of transferring client matters to a successor lawyer or firm for compensation short of selling the practice include:
  1. Hiring a younger lawyer and transferring client matters over time with client consent and arranging departure compensation for the senior lawyer at the proper time.
  2. Joining or merging with another firm, introducing clients to the new firm’s lawyers, arranging compensation according to the value of the work or “book of business” brought to the firm, and arranging origination and departure compensation accordingly.
  3. Engaging outside cocounsel with client consent and entering into a permissible fee sharing arrangement based on work performed or responsibility shared.
2. Consider the following when transitioning through affiliation with other lawyers or law firms:
  1. Consider forming a professional entity. The entering attorney joins the entity, and all files and assets need no further transfer. The new lawyer simply takes over the firm when the time is right.
  2. If enough funds will not be available for a full buyout upon exit, consider developing a retirement or other deferred compensation arrangement or funding an existing one to compensate the exiting attorney.
  3. Consider keyman insurance or disability insurance to safeguard against an untimely death or disability of either lawyer causing an earlier exit than planned.
  4. Agree in advance on how to unwind the deal in case the transition does not work for any reason.
  5. Each lawyer should consult their malpractice insurer for tail coverage or other arrangements to ensure that they will not be liable for the other lawyers’ prior acts.
  6. For affiliation with a younger lawyer, make plans to ensure adequate mentoring and development of client relationships over time.
  7. For mergers of firms, be aware of and carefully address any entity dissolution or combination rules and properly document for state entity and tax law purposes.
  Exiting a practice by joining with other lawyers or law firms has the advantage of avoiding ethical concerns raised when selling a practice, such as those related to transferring files to outside lawyers and impermissible fee-splitting arrangements.
3. See section F., “Forms and Resources for Transition Planning,” below for a sample retirement letter to clients and a sample client status memo for the successor attorney
Sale of Practice
When planning an exit to the practice of law, lawyers should consider whether their practice has the kind of value and type of client matters that would interest other lawyers in purchasing the practice. While several ethical rules must be navigated when selling a practice, there is no prohibition on doing so in Texas, and other lawyers and firms have done so successfully. Carefully adhering to all relevant professional responsibility rules is imperative, and failing to do so in a manner that is in the best interest of the client can jeopardize an otherwise successful transition.
Lawyers spend decades building successful practices and client relationships, which should translate into real value for the lawyer and/or their family when it’s time to exit the practice. If properly managed, transferring that goodwill to a successor lawyer who can use it to enhance or jump-start their own practice could result in a satisfactory purchase price.
The sale of practice discussion begins with an overview of opportunities for selling and acquiring attorneys, proceeds to the pertinent rules and practice tips, and concludes with checklists for the selling attorney and acquiring attorney, along with sample forms.
1. Opportunities for the Selling Attorney
  
  There are numerous ways to prepare for the sale of a law practice. The priority should become the creation of a detailed succession plan that allows for ample transition time. A transition period is vital for allowing key client relationships to be transferred and preserved. It also assists in preserving the value of the organization and the prospect of profits and aids the buyer’s expectation in purchasing the practice. Consider your ethical responsibilities, build a team of professionals, and create a succession plan.
  An Overview of Where to Start
   Review section C.3., “Frequently Asked Questions,” below regarding buyers, valuation, structuring the deal, preliminary stages of a sale, purchase agreement terms, and continued practice.
   Review your ethical responsibilities and practice tips in section C.4., “Rules and Practice Tips,” below.
   Review section C.5., “Checklist When Selling a Practice,” below.
   Put a team together.
  - Transactional attorney to help you through the legal side
  - CPA for tax considerations
  - Financial advisor to help you plan through the next steps
  - Insurance advisor for malpractice and other insurance needs
  - Valuation expert to aid in setting the sale price
  - Law practice broker to navigate confidential communications and the best option for your exit from the practice
   Survey your practice to consider the following transaction structure options.
  - Groom a successor and build from within
  - Outright sale
  - Merger
  - Assumption agreements with certain buy-sell events
  - Partner equity transfer or sale to junior associate
2. Opportunities for the Acquiring Attorney
  When an attorney decides it is time to grow or start their own practice, the attorney will spend time and money effectuating its growth. If an acquisition is planned and executed properly, it can be an easier means of practice development.
  An Overview of Where to Start
   Review section C.3., “Frequently Asked Questions,” below regarding structuring the deal, preliminary stages of a sale, and purchase agreement terms.
   Review your ethical responsibilities and practice tips in section C.4., “Rules and Practice Tips,” below.
   Review section C.6., “Checklist When Acquiring Another Attorney’s Practice,” below.
   Put a team together.
  - Law firm management consultants
  - Business opportunity brokers
  - Accountants
  - Marketing consultants
  - Executive search consultants
  - Lawyers
   Business profile
  - Are you comfortable with the Seller’s areas of practice?
  - Do you plan on adding other areas of practice?
  - Do you plan on ceasing areas of practice?
  - Do you plan on adding geographic locations or moving to a new geographic location?
   Personnel
  - Will the seller stay on as “of counsel” to introduce you to the community?
  - Will the staff stay and continue to work with new leadership?
  - What are the salaries of the staff you will need to pay? Benefits? Bonuses?
   Asset purchase agreement
  - Be specific in listing what is being purchased.
  - Specify what liabilities will be assumed (generally, they are not assumed). Consider tail coverage for the selling attorney to minimize risk.
  - Purchase price and funding terms can be listed here.
3. Frequently Asked Questions
  1. Who Are My Potential Buyers?
    
    One of the best sources for a buyer is the exiting lawyer’s associates and partners working at the same firm, if any. They know the practice, the clients, and the value of your files.
    Also consider competitors in your practice area who you know and believe will be good lawyers to take care of your clients. Make sure to consider young lawyers who may be hanging out their shingles as solos after law school. They are likely to be hungry for clients like yours and an opportunity to be mentored by you during transition.
    Out-of-state law firms have been expanding into Texas and certain local markets. Firms already in Texas have also been expanding. Many are looking to expand certain profitable practice areas, especially those with a desired expertise.
  2. How Do I Find Buyers?
    
    Use existing relationships and network to find attorneys who may be looking to enhance their practices with clients like yours. But be cautious about telegraphing your intent to sell with competitors, to minimize clients being poached by your competitors or clients learning prematurely that you are planning to exit.
    Consider contacting lawyer consultants who advise on how to enhance practices, as they may be a resource for potential buyers.
    Consider using business brokers to help you market and prepare your firm for a sale, but be careful to inquire about their experience with selling law practices, as there are ethical and other issues unique to selling a law practice.
    You can advertise the sale of your firm in legal publications, with caution not to reveal any protected client information.
  3. How Do I Value the Business to Set the Price?
    
    Valuation is practice-specific and depends largely on the practice area, types of clients, and expected revenue stream. A formula for valuing one practice may not work for another. Items key in setting a value or purchase price include:
    1. The nature and consistency of the client base and predictive collections for clients that are expected to remain with the firm
    2. Referral network transferability
    3. Systems and operations (include the condition of your files and your file management system)
    4. Name and reputation attached to the firm
    5. Phone number, website domain, social media account, blogs, etc.
    6. Office space, furnishings, and equipment that might be of interest
    7. Availability of existing employees that may remain with the practice to help transition and maintain client relationships
  4. How Should the Deal Be Structured?
    
    Decide if you intend to sell your entire practice or just a particular practice area or geographic area.
    The agreed purchase price can be fixed, typically paid either as a lump sum or in agreed installments over a set period.
    Another method is to pay the agreed purchase price on an earn-out arrangement, which pays a percentage of revenue earned over time. With this method, however, it is difficult and critical not to structure the payments as a fee split, which is impermissible. Rather, the timing and size of installments for the fixed purchase price might be based on an affordable portion of new fees as they are earned. The details of such an arrangement should be posed to ethics professionals or to the Texas Ethics Helpline to be sure impermissible fee splitting is not occurring. See Texas Disciplinary Rule of Professional Conduct (TDRPC) 1.04.
    If you join or merge with the purchasing firm, your compensation might be structured pursuant to a compensation plan or retirement plan. An exiting lawyer may take any title that works but is often listed flexibly as “of counsel.”
  5. Can I Continue to Practice After Sale?
    
    The deal may include a period for transitioning your clients and expertise to the purchasing firm or lawyer, often required by the buyer to solidify their new client relationships. Your role can be anything that fits, ranging from full- or part-time employee to “of counsel” or simply as a client relationship manager.
    When less experienced lawyers are assuming your practice, it is recommended that you continue to play some role as a mentor.
    A sale of an entire geographic area or a defined type of practice should be carefully described in the purchase agreement. You must then be careful not to practice geographically or by type in violation of those restrictions and, if you refer business, not to allow compensation that might violate the fee-sharing rules.
  6. What Are the Preliminary Stages of a Sale Transaction? What Documents Are Involved?
    1. Identify what is being sold, whether the entire practice, some practice areas, or some practice locations.
    2. Decide whether the seller will continue to practice with or separate from the buyer.
    3. Determine expected future revenues and related value of the practice being sold.
    4. Prepare notice letters to clients and authorizing consent to review of their files by the prospective buyer.
    5. Enter a nondisclosure and confidentiality agreement with the prospective purchaser to protect the confidentiality of client files and firm financial information.
    6. Arrange for a preliminary limited review of primary client names, types of matters for confidentiality and competence determinations, and overview of firm financials. It is best to share only nonspecific revenue, billing practices, client concentrations, and major expenses to protect client confidentiality in this initial stage.
    7. Prepare and sign a letter of intent with a nonsolicitation agreement with respect to employees and clients.
    8. Arrange and oversee a due diligence review of your client files and more careful analysis of potential conflicts. Likewise arrange and supervise a due diligence review of detailed financials of the firm.
    9. Determine whether there will be a transfer of office space, equipment, phone number, website, and existing relationships. If so, identify the transfer documents necessary for those assets.
    10. Determine how clients with closed files will be notified and how their files will be properly returned or destroyed. Similarly, determine how clients with active files that are not part of the sale will be notified and how their files will be retained or transferred to other counsel.
    11. Prepare a detailed term sheet for drafting the purchase agreement.
  7. What Terms Should Be Included in a Law Practice Purchase Agreement?
    1. Warranties of key facts:
      (a) Revenue produced (b) Absence of malpractice claims (c) Valid licenses (d) Level of experience
    2. Structure of purchase price (e.g., lump sum, installment, or other payout that does not violate impermissible fee-splitting rules) and any adjustments for actual receipts.
    3. Legal malpractice insurance coverage for pre- and postrepresentation (e.g., tail coverage).
    4. Indemnification provisions.
    5. Noncompete and nonsolicitation provisions compliant with ethics rules. See TDRPC 7.04, “Filing Requirements for Advertisements and Solicitation Communications,” and TDRPC 7.05., “Communications Exempt from Filing Requirements.”
    6. How to handle prior closed files and notices to clients.
    7. How to handle IOLTA accounts.
    8. Consider alternative dispute resolution clauses.
4. Rules and Practice Tips
  
  When selling or buying a law practice or an entire practice area of a law practice, it is important to review your ethical responsibilities under the TDRPC and the guidelines of the ABA Model Rules of Professional Conduct. Again, no rule prohibits an attorney from selling all or part of their practice. That said, ethical concerns impact the sale of a law practice. For purposes of discussing the applicable rules below, “sale of a law practice” refers to the conveyance of client matters from a selling attorney, who has an attorney-client relationship with clients, to an acquiring attorney.
  1. Six Major Ethical Concerns in the Sale of a Practice Under TDRPC
    1. Rule 1.01: Competence of the successor attorney to handle the matters.
    2. Rule 1.03: Communication with clients about the process and their rights.
    3. Rule 1.04(f): Impermissible fee splitting and “sham sales.”
    4. Rule 1.05(b)(1)(ii): Confidentiality and access to client files by unauthorized persons.
    5. Rules 1.06 and 1.09: Conflict of interest with the acquiring attorney(s).
    6. Rule 7.03 and 8.04(a)(9): Solicitation or barratry regarding the acquiring attorney.
  2. Relevant Texas Disciplinary Rules of Professional Conduct
    1. Rule 1.01, “Competent and Diligent Representation,” prohibits lawyers from accepting or continuing employment in a legal matter that the lawyer knows or should know is beyond the lawyer’s competence, unless it’s reasonably required in an emergency and the assistance is limited to what is reasonably necessary in the circumstances, or, with prior consent of the client, another lawyer with competence in the area assists.
      
      Sale of Practice Tip: The acquiring attorney needs to have competence to provide legal services and represent the clients in the specific matters handled by the selling attorney. This can be challenging to determine if the selling attorney does not know enough about the acquiring attorney’s scope of knowledge or if the acquiring attorney does not know enough about the selling attorney’s particular matters to determine their own competence to represent the selling attorney’s clients.
    2. Rule 1.02, “Scope and Objectives of Representation,” paragraph (b), states that a lawyer may limit the scope, objectives, and general methods of the representation if the client consents after consultation. Sale of Practice Tip: If the acquiring attorney intends to change the scope, objectives, or general methods of representation of a client from those of the selling attorney, the acquiring attorney should seek to clarify those changes with the client within a reasonable time and enter into a new representation agreement before engagement.
    3. Rule 1.03, “Communication,” states that a lawyer must keep a client reasonably informed about the matter’s status, promptly comply with reasonable requests for information, and explain a matter to the extent reasonably necessary to allow the client to make informed decisions regarding the representation.
      
      Sale of Practice Tip: The selling attorney must provide notice to affected clients. It should contain the following information, tailored to what the specific circumstances dictate is objectively reasonable to meet the client’s needs:
      (a) The selling attorney’s intent to sell all of the lawyer’s practice or an entire subject area of the lawyer’s practice;
      (b) The client’s right to retain other counsel;
      (c) The identity of the acquiring attorney and the location where the acquiring attorney intends to practice;
      (d) The client’s right to take possession of the client file, its location, when it will be available for retrieval, that a written receipt will be required, and that the selling attorney is entitled to make and retain copies of the file at the selling attorney’s expense;
      (e) The selling attorney’s intent to handle funds on deposit in the selling attorney’s IOLTA or other client trust account and any other client property by transferring them either to the acquiring attorney, who will be responsible for such funds and property, or to the client, if the acquiring attorney’s representation is not accepted by the client;
      (f) Whether the acquiring attorney intends to represent the client on the same basis as agreed between the selling attorney and the client or intends to alter the terms of the engagement in the future; and
      (g) The selling attorney’s and acquiring attorney’s intent to presume the client’s consent to the transfer of the client’s file if the client does not take any action or does not otherwise object within ninety days of the receipt of the notice.2 Note: The assumption of client consent after a period of forty-five days is allowed under ABA Model Rule 1.17. A ninety-day period may be more reasonable and is provided here with the caution that there is no Texas rule or ethics opinion stating that an attorney may presume client consent if reasonable notice is provided and the client fails to timely respond.
    4. Rule 1.04, “Fees,” paragraph (c), states that when a lawyer has not regularly represented the client, the basis or rate of the fee shall be communicated to the client, preferably in writing, before or within a reasonable time after commencing the representation.
      Sale of Practice Tip: The acquiring attorney should establish the basis or rate of fees with the new clients, preferably in writing, before or within a reasonable time after taking over the representation.
      Rule 1.04(f) and (g) relate to impermissible fee sharing and sham sales. It states in relevant part:
      (f) A division or arrangement for a division of a fee between lawyers who are not in the same firm may be made only if:
      (1) the division is:
      (i) in proportion to the professional services performed by each lawyer; or
      (ii) made between lawyers who assume joint responsibility for the representation; and
      (2) the client consents in writing to the terms of the arrangement prior to the time of the association or referral proposed . . . ; and
      (3) the aggregate fee does not violate paragraph (a) [the total fee must not be unconscionable.]
      (g) Every agreement that allows a lawyer or law firm to associate other counsel in the representation of a person, or to refer the person to other counsel for such representation, and that results in such an association with or referral to a different law firm or lawyer in such a different firm, shall be confirmed by an arrangement conforming to paragraph (f).
      Sale of Practice Tip: The selling attorney is not permitted to sell individual client matters. The sale price for an individual client matter is effectively a referral fee earned simply for turning the matter over to another lawyer while retaining no responsibility for the matter. Whether a selling attorney is engaged in a “sham sale” in violation of Rule 1.04 depends on the specific facts and circumstances of the transaction. See section C.4.b.x., “Rule 5.06, ‘Restrictions on Right to Practice,’” below.
      Indications of a sham sale include:
      (a) A sale of less than an entire practice area, with particular scrutiny on a sale of individual client matters or a small number of client matters relative to the total number of clients the selling attorney has in a specific practice area.
      (b) A sale agreement that does not include the selling attorney’s cessation of practice if the entire practice is sold or cessation of practice in the practice area sold.
      (c) Repeat sales by the selling attorney of the same or substantially similar areas of practice.
      (d) The motivation for the sale. The fact that a seller returns to practice in the sold subject area does not itself indicate a sham sale, as a lawyer who sells his practice to accept appointment to judicial office but later resumes private practice has not necessarily acted in a way contrary to a legitimate sale. However, if the selling attorney represents an intent to cease practice in an area (the motivation for the sale) and continues to practice in that area, the selling attorney and the acquiring attorney may be in violation of Rule 1.04(f) and (g) as well as Rule 8.04(a)(3) (see section C.4.b.xiii., “Rule 8.04, ‘Misconduct,’ below).
    5. Rule 1.05, “Confidentiality of Information,” paragraph (c), states that a lawyer may reveal confidential information when a lawyer has been expressly authorized to do so to carry out the representation or when the client consents after consultation.
      Sale of Practice Tip: The selling attorney should secure consent from the client and an agreement to maintain client confidences from the acquiring attorney before disclosing information related to a specific representation of an identifiable client.
    6. Rule 1.09, “Conflict of Interest: Former Client,” paragraph (a), states that without prior consent, a lawyer who has personally represented a client in a matter shall not thereafter represent another person in a matter adverse to the former client.
      Sale of Practice Tip: An acquiring attorney who ultimately decides not to purchase all or part of a practice must consider whether the information learned in review of the selling attorney’s client matters would prohibit future representation adverse to those matters or require the acquiring attorney to withdraw from current representation if adverse to the clients in the matters being sold.
    7. Rule 1.14, “Safekeeping Property,” comment 1, states that a lawyer should hold the property of others with the care of a professional fiduciary. Securities should be kept in a safe-deposit box, except when some other form of safekeeping is warranted by special circumstances. All property of clients or third persons should be kept separate from the lawyer’s business and personal property and, if monies, in one or more trust accounts. Separate trust accounts may be warranted when administering estate monies or acting in similar fiduciary capacities. Paragraph (a) requires that complete records of the funds and other property be maintained.
      Sale of Practice Tip: The acquiring attorney should verify with the clients and other interested parties the nature of any property that the lawyer will be safekeeping and the means of doing so.
    8. Rule 1.15, “Declining or Terminating Representation,” paragraph (d), states that upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client’s interests, such as giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fees that has not been earned. The lawyer may retain papers relating to the client to the extent permitted by other law only if such retention will not prejudice the client in the subject matter of the representation.
      Sale of Practice Tip: The selling attorney should provide notice to affected clients regarding the termination of their representation. See section C.4.b.iii., “Rule 1.03,” above.
    9. Rule 5.04, “Professional Independence of a Lawyer,” prohibits lawyers from sharing fees with nonlawyers, forming partnerships with nonlawyers, or practicing law in an entity in which a nonlawyer owns an interest or where a nonlawyer has the right to direct or control the judgment of the lawyer. Rule 5.04 ensures that lawyers keep autonomy and can exercise professional judgment on behalf of clients.
      Sale of Practice Tip: Texas prohibits the sale of any part of a law practice to a nonlawyer.
    10. Rule 5.06, “Restrictions on Right to Practice,” prohibits a lawyer from participating in offering or making (a) a partnership or employment agreement that restricts the rights of a lawyer to practice after termination of the relationship, except an agreement concerning retirement benefits, or (b) an agreement that restricts a lawyer’s right to practice in settlement of a suit or controversy, except that an agreement restricting a lawyer’s right to practice may be made in settlement of a disciplinary proceeding against that lawyer.
      Rule 5.06 applies to the specific situations it addresses. It is not implicated in a negotiated noncompete agreement with a condition of sale that restricts the selling attorney’s continued practice.
      Sale of Practice Tip: The selling attorney and acquiring attorney may enter a negotiated noncompete agreement pursuant to the sale of all or part of a law practice. In fact, the sale may be conditioned on the selling lawyer ceasing to engage in the private practice of law or a specific subject area of practice for a specific period within the geographic area in which the practice has been conducted (or within some other geographic area agreed to by the selling and acquiring attorneys). This type of agreement is not within the scope of Rule 5.06 and may provide evidence that the transaction is not a “sham sale.”
    11. Rule 7.03, “Solicitation and Other Prohibited Communications,” states that a lawyer shall not “solicit” employment by making a “solicitation communication,” defined as a communication substantially motivated by pecuniary gain made by or on behalf of a lawyer to a specific person who has not sought the lawyer’s advice or services, which can reasonably be understood as offering legal services the lawyer knows or reasonably should know the person needs in a particular matter.
      Sale of Practice Tip: The selling attorney should provide notice to affected clients under Rule 1.03 regarding the sale, including the identity and location of the acquiring attorney as indicated in the “Six Major Ethical Concerns in the Sale of a Practice Under TDRPC” listed in section C.4.a. above. Client consent should be obtained before the acquiring attorney communicates with them.
    12. Rule 7.04 and Rule 7.05 regarding advertising and solicitation communications and exemptions from communications.
      Sale of Practice Tip: Marketing and solicitation communications may change and need approval, depending on how the sale is structured.
    13. Rule 8.04, “Misconduct” paragraph (a) states, among several things, that—
      [A] lawyer shall not . . .
      . . .
      (3) engage in conduct involving dishonesty, fraud, deceit, or misrepresentation;
      . . .
      (9) engage in conduct that constitutes barratry as defined by the laws of this state; [or]
      (10) fail to comply with section 13.01 of the Texas Rules of Disciplinary Procedure relating to notification of an attorney’s cessation of practice[.]
      Sale of Practice Tip: The selling and acquiring attorneys should be mindful of Rule 8.04 when drafting the terms of the sale agreement and in communicating with clients and other parties affected by the sale and cessation of practice.
      Note: Although a Texas lawyer may be disciplined for an act that also constitutes an offense under the Penal Code, the Texas Disciplinary Rules—not the Penal Code—provide the basis for discipline.
  3. ABA Model Rules of Professional Conduct
    
    Guidelines of the ABA Model Rules of Professional Conduct are helpful in forming a transaction in an ethical manner and should be referred to when planning a sale. Although Texas has not adopted ABA Model Rule 1.17, “Sale of Law Practice,” Texas attorneys who sell or purchase a law practice in compliance with Rule 1.17 will satisfy many of the TDRPC implicated in the sale or purchase of a law practice in Texas, but the details of the sale may still include elements not permitted in Texas.
    Rule 1.17 states the following:
    A lawyer or a law firm may sell or purchase a law practice, or an area of law practice, including good will, if the following conditions are satisfied:
    (a) The seller ceases to engage in the private practice of law, or in the area of practice that has been sold, [in the geographic area] [in the jurisdiction] (a jurisdiction may elect either version) in which the practice has been conducted;
    (b) The entire practice, or the entire area of practice, is sold to one or more lawyers or law firms;
    (c) The seller gives written notice to each of the seller's clients regarding:
    (1) the proposed sale;
    (2) the client's right to retain other counsel or to take possession of the file; and
    (3) the fact that the client's consent to the transfer of the client's files will be presumed if the client does not take any action or does not otherwise object within ninety (90) days of receipt of the notice.
    If a client cannot be given notice, the representation of that client may be transferred to the purchaser only upon entry of an order so authorizing by a court having jurisdiction. The seller may disclose to the court in camera information relating to the representation only to the extent necessary to obtain an order authorizing the transfer of a file.
    (d) The fees charged clients shall not be increased by reason of the sale.
5. Checklist When Selling a Practice
  1. Screen the Acquiring Attorney
    1. Screen the acquiring attorney for skills, knowledge, and expertise. Ask for a resume, as well as personal and professional references. Connect with the staff and other lawyers with whom the acquiring attorney has worked. See section C.4.b.i., “Rule 1.01, ‘Competent and Diligent Representation,’” and its practice tip above.
    2. Confirm the acquiring attorney’s bar admission.
    3. Research the acquiring attorney’s reputation. Communicate with personal and professional references provided to you by the acquiring attorney.
    4. Research the acquiring attorney’s discipline history on the State Bar of Texas website. Ask the acquiring attorney to request a list of their legal malpractice claims history. Professionally, the odds are that every lawyer will have one or more malpractice claims during their career.
    5. Discuss the following issues with the acquiring attorney:
      (a) Why does the acquiring attorney want to purchase this law practice?
      (b) What is the acquiring attorney’s experience?
      (c) What are the acquiring attorney’s professional goals?
      (d) What is the acquiring attorney’s philosophy toward clients and the practice of law?
    6. Look into the scope and objectives of representation. See section C.4.b.ii., “Rule 1.02, ‘Scope and Objectives of Representation,’” above if the acquiring attorney intends to change the scope, objectives, or general methods of representation from those agreed on with the selling attorney.
  2. Understand Your Obligations as a Seller Under the Texas Disciplinary Rules of Professional Conduct
    
    Make sure you are familiar with all applicable TDRPC rules, ABA Model Rule 1.17, and TRDP 13.01 relating to notification of an attorney’s cessation of practice. See section C.4., “Rules and Practice Tips,” above.
    Obtain client consent to the prospective acquiring attorney’s access to client files and communicate with full disclosure all material facts affecting the client. Remember your fiduciary duty to do what is in the best interest of the client.
    In Texas, no disciplinary rule expressly prohibits sales. But any sale of a practice must follow applicable disciplinary rules. See section C.4., “Rules and Practice Tips,” above; Ethics Opinion 266; and Canons of Ethics Pre-1990.
  3. Preparing for and Selling Your Law Practice
    1. Consider hiring a business attorney and a business valuation expert who can assist you in the valuation of your business.
    2. Determine sales price and terms.
      (a) Terms of payment
      (b) Geography
      (c) Nature of the practice
      (d) Whether the client base will remain with the acquiring attorney for a designated period
      (e) If office furniture, equipment, or library materials are not included in the sale of your practice, place a separate ad for these items
    3. Prepare a sales timeline. Possibly advertise the sale of your practice in the Texas State Bar Bulletin and other sites as desired.
6. Checklist When Acquiring Another Attorney’s Practice
  1. Check the Rules. Make sure you are familiar with all applicable TDRPC rules and ABA Model Rule 1.17. In Texas, no disciplinary rule expressly prohibits sales. But any sale of a practice must follow applicable disciplinary rules. See Ethics Opinion 266 and Canons of Ethics Pre-1990. If the practice is being sold, whether by the selling attorney or the selling attorney’s estate, ABA Model Rule 1.17 must be fully reviewed and understood. There are critical notice and time requirements which must be followed.
  2. Status of Files. If possible, the acquiring attorney and the selling attorney should discuss the status of open files: what has been completed, what has not, what has been billed, what has been paid, etc.
  3. Overhead Costs. Consider the overhead costs involved in acquiring a practice or the responsibility for a practice for an interim period.
  4. Referring Client Matters to Another Practitioner
    1. When the acquiring attorney does not have expertise in one or more of the areas in which the selling attorney practiced, the acquiring attorney may refer such matters to other practitioners.
    2. Reflect on referring a client to another attorney. Know your limitations, both with time and expertise. You need not assume all clients as an acquiring attorney.
  5. IOLTA Accounts. Immediately determine responsibility or the lack of responsibility for the IOLTA and attorney escrow accounts. Rights and obligations of the acquiring attorney must be known—potential liability is significant.
  6. Client Expectations. Consider and recognize the personality and practice habits of the selling attorney and acquiring attorney. For example, if the selling attorney met with clients in their homes or places of business, or if the staff was actively involved in the selling attorney’s client relations, etc., the acquiring attorney should consider continuing in this same manner or advising the clients of the acquiring attorney’s practices.
  7. Fee Agreements. Consider whether to maintain the same fee policy as the selling attorney. If possible, determine in advance whether hourly rates or set fees will be used, at what amounts, and whether to use retainer agreements. Disclosure of these items is required under the rules governing the sale of a law practice (ABA Model Rule 1.17).
  8. Staff and Referral Sources. If possible, the selling attorney should introduce the acquiring attorney to nonlawyer staff members and referral sources, such as insurance agents, bankers, realtors, and accountants with whom the selling attorney worked. If the selling attorney is not available to assist in this capacity, the acquiring attorney should make immediate contact with those individuals, not only for purposes of preserving client relations, but to determine the locations of any missing clients, histories of clients, etc. Many clients work with a team of advisors, and with the client’s consent, the acquiring attorney should have discussions with each of these other professionals.
  9. Tech Systems. Review and analyze the selling attorney’s technology systems for compatibility with the acquiring attorney’s systems. Because of the constant change in technology, the selling attorney or their staff should not only participate in transferring current technology in use, but also provide access to systems that historically have been used by the selling attorney, but which are not kept current. A significant amount of client information is in old files and systems.
  10. Accounting. Immediately notify the selling attorney’s accountant and/or bookkeeper and schedule a meeting to fully understand the financial reporting policy and habits of the selling attorney. If the selling attorney did their own accounting and tax preparation, the acquiring attorney’s accountant should be given immediate access to those books and records that may be available to determine tax and financial liabilities of the selling attorney and the acquiring attorney.
  11. Client Files
    1. Contact firms or practices associated with the selling attorney to determine if any files remain with those practices. This will save the acquiring attorney a significant amount of time “searching” for files demanded by clients for past representation by the selling attorney. Also determine who bears the cost and the responsibility for acquiring or copying those files: the acquiring attorney or the selling attorney.
    2. Consider file storage. The older the practice, the more time and expense will be involved in file review and management. This can be an expensive and cumbersome long-term solution. Bear in mind that, eventually, someone will have to review stored files and make sure they are returned to clients or disposed of in a manner that protects client confidentiality.
    3. Determine whether “closed” files contain valuable or original documents—wills, agreements, etc. Practices differ. One attorney’s “closed” files may be considered another attorney’s “open and continuing” files. For example, an attorney may habitually notify clients following every service that the representation has ceased and close a file. Others may never take this step and always assume that the client may be coming back for further representation.
    4. In returning files, ensure that you are returning files to the client. Obtain appropriate written consent from the client or an authorized personal representative before returning files to a client’s spouse or other family members.
    5. When returning files to clients who have requested them, decide what you are returning. Will it be everything in the file? Are you responsible for anything in the file for which you will want to retain copies for your own liability protection? Are there documents that, under the rules, can and should be retained? Clients are entitled to original copies of their files (assuming they have paid their bills), but copies of the files may be retained by the selling attorney so that the attorney or the selling attorney’s estate can defend any claims against them. Proceed with caution.
  12. Vendors. Review relationships with the selling attorney’s vendors to determine whether prepayments were made for services or products that are not going to be used and whether bills are due for storage of files, stationery, other supplies, etc.
  13. Review Open Estate Files. Determine whether the selling attorney’s practices are consistent with the acquiring attorney’s practices with respect to what services are covered on a quoted fee. For example, is a fee for probate limited to just the probate of the will or does it cover estate tax return preparation, will contests, etc.? Carefully review retainer letters and send modifications if necessary. Note that ABA Model Rule 1.17 requires notice on whether the acquiring attorney is going to honor the selling attorney’s engagement agreements and arrangements. Arrangements differ, and any differences must be disclosed to clients in advance. As the acquiring attorney, make sure you know what you agree to before stating that you are honoring “all” the arrangements with all clients.
  14. Accounts Receivables. Review accounts receivable when you are purchasing an attorney’s practice. You may need to take steps with clients who have a poor payment history.
  15. Liability Insurance. If the attorney has died or retired from practice, reporting endorsement coverage or “tail coverage” should be obtained. In the event of death, the policy may provide reporting endorsement coverage for a period at no additional cost.
Closing Your Own Practice Without a Successor

As with succession planning, it is important to create a transition plan with a timeline for closing your practice when you do not intend to sell your practice or transfer it to a successor attorney or firm. The checklist below outlines some of the issues to address when creating your plan and to protect the interests of your clients. Below are a series of rules of which you should be aware that may be implicated when you close your practice.
If you formed an entity through the Texas Secretary of State’s Office, such as a professional corporation or a limited liability company, you must also dissolve the entity. See section E., “Dissolving the Professional Entity of a Sole Practitioner,” below.
1. Choose an Exit Date
  It is best to choose a target date for when you want to stop practicing and create a plan of action. Some attorneys prefer to slowly transition by wrapping up cases and not accepting any new matters with the intention that there will be few, if any, client matters in need of closure or transition to a new attorney by the planned retirement date. Those who intend to practice up to that date must give notice to clients and interested parties of their intent to retire that allows reasonably enough time for their clients, interested parties, and themselves to get their affairs in order.
2. Review Rules and Ethics Opinions
  1. Texas Disciplinary Rules of Professional Conduct
    1. Rule 1.03, “Communication”: A lawyer must keep a client reasonably informed of issues affecting the client’s matter, including the closure of the lawyer’s practice. See section F., “Forms and Resources for Transition Planning,” below for a sample retirement letter.
    2. Rule 1.05, “Confidentiality of Information,” prohibits disclosure of confidential information of current or former clients except in certain circumstances set forth in the rule. File disposition must be handled in a way that prevents disclosure of confidential information. See chapter 2, “File Management and Ensuring Password Access,” on how to properly handle files when the client relationship ends.
    3. Rule 1.09 and Rule 1.10 provide rules for avoiding conflicts, protecting former clients after attorney-client relationships end, and prohibiting a lawyer from taking adverse action against a former client related to the matter in which the lawyer represented the client.
    4. Rule 1.14, “Safekeeping Property,” relates to how a lawyer should handle funds or other property that belongs to a client or third party and how long financial records must be maintained.
    5. Rule 1.15, “Declining or Terminating Representation,” paragraph (d): A lawyer must take reasonable steps to protect a client’s interest when representation ends, including giving reasonable notice to the client, allowing time for the client to hire another attorney, returning documents or property to the client, and refunding any unearned fees. An attorney should encourage the client to pick up their file or have the attorney transfer it to another attorney. A lawyer may retain documents related to the client if permitted by law provided it does not prejudice the client in the subject matter of the representation.
  2. TRDP 13.01, “Notice of Attorney’s Cessation of Practice”: When an attorney becomes inactive or resigns from the practice of law and leaves one or more active client matters that no other attorney has agreed to handle with the consent of those clients, written notice of the cessation of practice must be mailed to those clients, opposing counsel, courts, agencies with which the attorney has matters pending, malpractice insurers, and any other person or entity that has a reason to be informed of the cessation of practice. If a client has secured other counsel or consented to the assumption of responsibility by another attorney, the above notices are not required, and no further action is needed. Under TRDP 13.04, the formal procedure for court-supervised custodianship under TRDP 13.01–13.03 can be bypassed by an attorney’s self-appointment of a custodian who can conduct a custodianship with the same notices to clients, the courts, and other counsel without court action.
  3. Opinions of the Professional Ethics Committee of the Supreme Court of Texas
    1. Ethics Opinion 570: The client is entitled to obtain the contents of the file, including attorney notes and other work product related to the lawyer’s representation of the client, unless the lawyer is permitted or required to retain documents and can do so without prejudicing the interests of the former client in the subject matter of the representation.
    2. Ethics Opinion 627: While the TDRPC do not provide specific guidance regarding the disposition of client files, they do provide basic principles and values, such as not disclosing confidential information of current and former clients and not destroying a client’s file if there’s a reasonable likelihood that the client’s interest would be harmed. The opinion also clarifies that the attorney is responsible for the cost of storing the file but may charge the client for storage if the client wants the file to be stored longer than required is allowed.
    3. Ethics Opinion 657: Generally, a lawyer can provide the file to the former client as it’s maintained or, at the lawyer’s expense, convert some or all of it to paper or to an electronic format. The file contents must be reasonably accessible to the ordinary client. If any information is kept in a special format that is not reasonably accessible to the ordinary client, the lawyer must bear the cost of converting the information to a reasonably accessible format or print the information in a format that can be read by the client. If the file contains anything with unique or significant value in its original form, it should be returned to the client in its original form.
3. Notification to Clients and Other Interested Parties
  1. Clients: Clients must be notified that you will be closing your practice. The notice should include:
    1. The date you intend to close your practice.
    2. If applicable, the client’s need to retain other counsel.
    3. The client’s right to obtain their client file and a request of whether the client would like to retrieve it, have it transferred to new counsel, or have it destroyed in accordance with the Texas Rules of professional responsibility. It is prudent to include a statement informing them that if they do not respond within a specified reasonable period, you will assume they wish for you to destroy it in accordance with the rules.
      (a) The general rule is that the file belongs to the client, although there may be contents in the file that do not belong to the client. It is best if the file is returned to the client. You are allowed to make a copy. A digital copy is best in terms of low-cost storage.
      (b) All client property, including original wills, signed contracts, property deeds, birth certificates, and the like must be safeguarded and returned to the client. For guidance on what contents belong to the client and which should not be given to the client, see the above ethics opinions and sections B.16. and B.17. in chapter 4, “Secure Content with Intrinsic Value or That May Give Rise to Significant Property Rights” and “Be Alert to Lawful Restrictions on the Client’s Access to Contents in the File,” respectively.
      (c) If the client wants to retrieve their file, promptly arrange how it will be made available to them, and have the client sign an acknowledgment of receipt. See section F., “Forms and Resources for Transition Planning,” below for a sample client acknowledgment of receipt of the client file.
      (d) If the client asks you to transfer the file to new counsel, have the client sign an authorization to transfer the file, and promptly do so. See section F., “Forms and Resources for Transition Planning,” below for a sample client authorization to transfer the file.
      (e) If the client asks you to destroy the file, have the client sign an authorization to destroy the file, and do so in accordance with the rules and any file maintenance policy you have. In case of future dispute, keep the client’s authorization separate from the client’s file or it may inadvertently get destroyed along with the file. See section F., “Forms and Resources for Transition Planning,” below for a sample client authorization to destroy the client file.
    4. How final invoices, accounts receivable, and the return of any unearned fees will be handled.
    5. Any other information that is relevant to how the closing of your practice affects the client and the client’s matter.
  2. Courts or Agencies: Courts and agencies where you have any pending matters should be notified of the date that you will cease to practice.
    1. Current cases: Make sure to withdraw as counsel from any case in which there will not be a substitution of counsel. If there will be a substitution of counsel, it is always prudent to do a joint motion for withdrawal of counsel and substitution of counsel releasing you from any future obligations and liability related to the case. See section D.2.b., “TRDP 13.01,” above, and see section F., “Forms and Resources for Transition Planning,” below for a sample motion for substitution and withdrawal of counsel.
    2. Court appointments: Make sure to notify the court with ample time for the court to appoint new counsel.
  3. Opposing Counsel: See section D.2.b., “TRDP 13.01,” above.
4. Staff
  Inform any staff of your intention to close your practice, the date you plan to close, and any severance package you plan to provide. If you are winding down your practice, staff may be happy to stay and assist until the client load is one that you can handle closing on your own.
5. Final Invoices and Return of Funds
  Prepare and send clients a final billing statement showing any outstanding fees due or any refund of unearned fees being held in an IOLTA, escrow, or other trust account.
6. Destruction and Storage of Client Files
  Review all files to determine if they can be destroyed or, if not, how long they must be stored before destruction. See practice tips 3 through 5 in chapter 2, section B., “File Management Practice Tips,” of this Toolkit for more information on properly closing, storing, and destroying client files.
7. Accounts
  1. IOTLA, Trust, and Escrow Accounts: Return any unearned attorney’s fees from your IOLTA account or any client funds held in trust or escrow accounts. Remember to notify the Texas Access to Justice Foundation within thirty days of any IOLTA account closure. The Texas Access to Justice Foundation’s website has an IOLTA Bank Account Closure Form that you can complete and return to them.
  2. Bank Accounts: Close out any business accounts as needed. If a professional entity is involved, see information on closing the entity’s accounts under section E., “Dissolving the Professional Entity of a Sole Practitioner,” below.
8. Vendors and Other Contractual Matters
  Notify vendors and others that you will be closing your practice and the date of cessation. It’s important to notify your landlord; phone carriers; the post office; insurance carriers; vendors for case management software, billing software, copiers, and other office equipment; etc.
9. Websites and Social Media
  It is important to shut down any websites and social media presence and indicate the law practice has closed.
10. Office Furniture
  Arrange to sell or donate any office furniture, filing cabinets, or other equipment.
Dissolving the Professional Entity of a Sole Practitioner3
If a solo practitioner formed a professional corporation or limited liability company to practice law, review this checklist of considerations and statutory procedures for the entity’s dissolution (referred to as “termination” in the Texas Business Organizations Code (TBOC)) and practice tips.
1. Information Gathering
  1. When preparing for the winding up and termination of a professional entity, you should identify the status of the following about the entity and consider how to reconcile or comply with relevant rules.
    1. Recent financial statements, balance sheets, and other accounting records.
    2. Federal, state, and local tax returns.
    3. A list of all actual and potential creditors. Run a credit report on the entity to identify possible undisclosed creditors.
    4. A list of all litigation to which the corporation is party.
    5. n inventory, with appraised or estimated values, of all entity assets.
  2. Practice Tip: Review any provisions in the entity’s organizational documents that address termination (corporate bylaws, an LLC’s company agreement, buy-sell agreement). For example, the organizational documents sometimes have provisions that:
    1. Name the person responsible for winding up the entity; or
    2. Set out termination distributions (after the entity has discharged its liabilities).
2. Professional Limited Liability Company
  For a professional LLC, the legal representative or successor of the sole member is charged with the entity’s winding up if the LLC’s company agreement does not otherwise specify. See TBOC § 101.551(2).
3. Professional Corporation
  A professional corporation continues after the death, incompetency, bankruptcy, resignation, withdrawal, or retirement of its sole shareholder until the corporation’s winding up and termination. See TBOC § 303.005(1).
4. Sole Practitioner’s Ownership Interest
  If the sole practitioner of a professional entity dies or otherwise ceases to be authorized to practice law, see TBOC §§ 301.008(b)–(e), 301.009.
  1. The sole practitioner’s ownership interest (e.g., shares of a corporation or membership interest of an LLC) must be promptly relinquished. See TBOC § 301.008(b).
  2. The legal successor can continue the practice only if the successor is also licensed to practice law. If not, the legal successor must also relinquish the interest. See TBOC § 301.008(c).
  3. The ownership interest in a professional entity may be transferred to only an owner, the entity, or another licensed attorney. See TBOC § 301.009.
  4. If relinquished, the professional entity must purchase the ownership interest (or cause it to be purchased), which may be provided for by the entity’s governing documents or other agreement (such as buy-sell agreement). See TBOC §§ 301.008(d).
  5. The successor can act as a managerial official or owner of the entity only for the purpose of winding up the entity’s affairs, including selling the entity’s assets. See TBOC §§ 301.008(e).
5. Court Orders During Termination
  1. Under TBOC § 11.054, the sole owner’s legal representative or successor for a professional entity that is terminating its affairs can apply to a court to:
    1. Supervise the winding up;
    2. Appoint a person to carry out the winding up; and
    3. Make any other order, direction, or inquiry that the circumstances may require.
  2. Practice Tip: Depending on the circumstances, the successor (or other liquidator charged with winding up the entity) could seek orders under this TBOC provision to:
    1. Coordinate with the custodian attorney or the sole practitioner’s executor.
    2. Seek to combine an action for court-supervised custodianship under TRDP 13.03.
    3. Seek to appoint the custodian attorney or another person to wind up the entity.
    4. Obtain a court order granting or facilitating access to the entity’s files, assets, accounts, digital resources, etc.
6. Winding Up Procedures under TBOC, Chapter 11
  TBOC § 11.053
  TBOC §§ 11.352
  11.353
7. Optional Claims Procedures
  1. A terminating entity can use the TBOC’s optional claims procedures to shorten the period for asserting a claim against the entity by sending notice to claimants by certified mail. See TBOC § 11.358.
  2. Practice Tip: To take advantage of these optional procedures, the entity is not required to send notice to all potential claimants. It can deliver the notice to only a few selected creditors. See TBOC § 11.359(b).
    Under these procedures, a claim is extinguished by operation of law if the claimant fails to either:
    1. Timely present a written claim or
    2. Timely bring an action if, after the claimant presents a claim in response to the notice, the entity subsequently delivers a notice of rejection.
      If the entity does not use this procedure, a claim otherwise expires if the claimant does not begin a proceeding within three years of the entity’s termination. See TBOC § 11.359(a).
8. After Discharging Liabilities
  1. Any remaining property, whether in cash or in kind, is distributed to the owners of the ownership interests (TBOC § 11.054(c)).
  2. Consult with the entity’s accountant or another tax professional to complete any federal tax and recordkeeping responsibilities such as:
    1. Filing final tax returns.
    2. Fulfilling any employee obligations.
    3. Reporting payments to contract workers.
    See IRS, “Closing a Business” (Feb. 2, 2023), https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business.
  3. After completing winding up, the entity must:
    1. Request a certificate of account status from the Texas comptroller (https://comptroller.texas.gov/taxes/franchise/certificate-letter-request.php).
    2. File a certificate of termination with the Texas Secretary of State’s Office that attaches the certificate from the Texas comptroller (see https://www.sos.state.tx.us/corp/termreinfaqs.shtml).
Forms and Resources for Transition Planning
1. Forms
  1. Retirement Letter to Clients
  2. Retirement Client Status Memo to Successor Attorney
  3. Sale of Practice Letter to Active Clients
  4. Sale of Practice Letter to Closed Clients
  5. Client’s Acknowledgment of Receipt of Client File
  6. Client’s Authorization to Transfer File
  7. Client’s Authorization to Destroy File
  8. Entry of Appearance and Substitution of Counsel
  9. Motion for Substitution and Withdrawal of Counsel
  10. IOLTA Bank Account Closure Form
2. Resources
  1. “Closing a Practice” on the State Bar of Texas Law Practice Management website.
  2. “Succession Planning” on the State Bar of Texas Law Practice Management website.
  3. Confidentiality and NDA form in New York State Bar Association’s Planning Ahead Guide.

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