Small Law Firms

Integrity Is Not For Sale

Lawyers who lack integrity are never going to be worth as much as lawyers who stand steadfast to their morals.

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You don’t need a lot for a successful law practice. Don’t need a plane. Don’t need an office. Don’t need a staff. Don’t need a website. Don’t even need a coffee machine (though it’s nice).

You need three things for a successful law practice: (1) your law degree, (2) your bar license, and (3) your integrity.

One of my first columns was about ethics. I made the point that in SmallLaw, ethics are much more upfront and personal. You’re the one who’s responsible for the bills, and there’s no one above you telling you you can’t do something. By necessity, you quickly become familiar with the ethics rules.

Ethics are part of integrity, but ethics largely consist of staying within the rules others have laid down. Integrity is more internal. The Google dictionary defines integrity as “the quality of being honest and having strong moral principles; moral uprightness,” and I think that perfectly captures the essence of integrity. (Though it didn’t stop me from killing 15 minutes trying to come up with something on my own.)

As an example of how ethics differs from integrity, let’s look at ABA Model Rule of Professional Responsibility 4.1. Rule 4.1 says that in the course of representing a client a lawyer shall not knowingly make a false statement of material fact or law to a third person. This might sound like it’s telling lawyers not to ever lie, but I look at that as a lawyer and my eyes go to “knowingly” and “material” and “fact.” What if I tell people that I was late to the meeting because my Uber got in a car accident? If the real reason is because my fantasy football draft ran long, does that violate Rule 4.1? Probably not, since it’s not “material.” What if I tell the opposing lawyer that under no circumstances will my client agree to their valuation number, but my client has offered me no guidance other than she doesn’t want to be bothered until there’s a final offer? Pretty easy to wiggle out of that one too; I don’t really “know” that it’s false, for maybe she wouldn’t agree to it if I tell her it’s not fair, plus perhaps my statement can’t be characterized as a “fact” anyway.

People with integrity don’t resort to such machinations. A person with integrity wouldn’t make up a fake reason he was late, and a person with integrity would simply tell opposing counsel that that particular valuation number does not work for his client and would leave it at that.

This has been on my mind a lot lately in re the cryptocurrency space. In case you haven’t heard, it has been a booming year for ICOs (Initial Coin Offerings, which are like IPOs but digital assets — generally referred to as “tokens” — are sold instead of stocks). The majority of the companies that wish to do an ICO want someone like me to write them a legal opinion that their token is not a security, and thus do not require a long and expensive registration process. They are willing to pay top dollar for this opinion. They don’t really want to be told no, and they aren’t particularly interested in why their particular token may in fact be a security. They just want the opinion.

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But once you lose your integrity, it’s hard to get it back. If I wanted to, I could probably churn out these opinion letters at $20K or so a pop. But for how long? Right now an opinion letter from me is worth something because I’ve only given it on the few occasions in which, after much due diligence and analysis, I’ve concluded the token is not in fact a security. Maybe I could get away with churning these things out indiscriminately for a month or so, but pretty soon it would become known that I’m an opinion mill, and then opinions from me would be worth less and less, and eventually they would be worth nothing at all.

Lawyers who lack integrity are never going to be worth as much as lawyers who stand steadfast to their morals. Sure, the former group may get more quick bucks, but the quick-buck lawyers are not the ones who go on to have long and distinguished legal careers. The very best lawyers, particularly in corporate law, did not get where they are all at once. It takes years, and sure, doing good legal work is a huge part of having a successful law practice, but so is being honest and having strong moral principles.

Gary J. Ross is a partner at Ross & Shulga PLLC, which he co-founded in 2017 after running his own firm for four years and after several years in Biglaw and the federal government. Gary handles corporate and securities law matters for venture capital funds, startups, and other large and small businesses, as well as investors in each. You can reach Gary by email at Gary@RSglobal.law.

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