ACC Canada and Ontario Chapter Comment on Proposed Rules

ACC-Canada and our Ontario Chapter today sent a letter to the Law Society of Upper Canada, requesting that the Society consider the in-house perspective more deeply as it revises the Rules of Professional Conduct for Ontario’s lawyers.

The Law Society proposed its revisions to implement changes to the Model Code of Professional Conduct, which the Federation of Law Societies of Canada published last year.  ACC-Canada asked the Law Society to consider or clarify several of its proposals.  These include:

— Allowing in-house counsel additional flexibility when reporting compliance violations up the chain of command.  The current proposal does not take into account the seriousness of the violation, or the size of the company.

— Making clear that, when in-house counsel need to recuse from a matter due to conflicts, that under no circumstances must the in-house lawyer resign, as the current proposal contemplates in some circumstances.

— Clarifying whether the proposal allows “noisy withdrawals” which could permit or require in-house counsel to speak up to the press or the government when she or he withdraws in certain circumstances.

— Clarifying when conflicts would make it impossible for a lawyer to change jobs.

— Emphasizing that an in-house lawyer has full discretion to determine whether to offer advice in writing or verbally.

— Clarifying how requirements to keep information confidential operate in law departments where in-house lawyers share offices and computer servers with non-lawyers.

The letter also commended the Law Society for making changes that emphasize the duty of loyalty in situations involving conflicts, and that make clear that in-house lawyers can hold certain positions, such as serving as a director of a non-profit company.

ACC-Canada, with our Ontario Chapter, asked the Law Society to start a dialogue with us, so that they can obtain a better understanding of the perspective of in-house counsel, both in this matter and more generally.

A copy of the letter that ACC-Canada filed is here, and a copy of the proposal from the Law Society is here.