FLORIDA BAR ETHICS OPINION
June 25, 1975
Advisory ethics opinions are not binding.
A 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.
64-50, 66-19, 73-10
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In Opinions 64-50, 66-19, 73-10 [all since withdrawn], we took a restrictive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
(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.