The Florida Bar
OPINION 75-11A lawyer serving as a corporate director may use his or her firm name in the corporation's annual report if required by SEC or other governmental regulations.
June 25, 1975
June 25, 1975
Opinions: 64-50, 66-19, 73-10
Misc: SEC Regulations §240.14a-3(b)(7)
Vice Chairman Sullivan stated the opinion of the committee:
In Opinions 64-50, 66-19, 73-10 [all since withdrawn], we took a restrictive view regarding the extent to which a lawyer who is a corporate director may be identified in annual corporate reports to stockholders or in other dignified listings of directors. We took the position that such a lawyer-director could allow his name to be listed in a listing of all directors and, if the occupations of the other directors were listed, to allow himself to be identified as a lawyer but that he could not allow his firm to be identified.
The present inquiry from a member of The Florida Bar calls our attention to SEC Regulation §240.14a-3(b)(7) which provides:
Reg. §240.14a-3. (a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule 14A.
(b) If the solicitation is made on behalf of the management of the issuer, and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) shall be accompanied or preceded by an annual report to security holders as follows:
(7) The report shall identify each of the issuer's directors and executive officers, and shall indicate the principal occupation or employment of each such person and the name and principal business of any organization by which such person is so employed.
The inquirer suggests that compliance with our earlier opinions would compel members of The Florida Bar to violate that SEC Regulation and asks us to reconsider those opinions.
We agree with the inquirer and are of the opinion that a lawyer-director may permit his firm, whether partnership or professional association, to be identified where that is necessary to comply with SEC or other governmental regulations. To that extent, we recede from the statements in those earlier opinions prohibiting identification of a lawyer-director's firm.