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The Singapore Law Gazette

Executive Appointments: A Guide for Busy Practitioners

Introduction

This article is intended to assist busy legal practitioners who may be contemplating, or who may have already taken up, an executive appointment with a business entity concurrently with their practice of law. The question of whether a legal practitioner can accept a particular executive appointment is primarily governed by Rule 34 of the Legal Profession (Professional Conduct) Rules 2015 (PCR).

Understanding Rule 34 PCR: Purpose, Rationale and Scope

In order to understand how Rule 34 PCR applies in practice, it is useful to examine the underlying purpose and rationale of Rule 34 PCR. In this regard, Professor Pinsler observes that “it may be said that a lawyer must not accept an executive appointment which is inconsistent with his rule and standing as a member of an honourable profession”.1Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.003).

A useful approach to understanding the purpose and rationale of Rule 34 PCR is to examine what types of harm or prejudice this rule seeks to prevent or address. In this regard, the types of harm or prejudice which Rule 34 PCR seeks to prevent and address can broadly be categorised as follows:

  1. Bringing the legal profession into disrepute (Category 1 Harm);
  2. Adversely affecting or compromising the legal practitioners’ duties owed to the client (Category 2 Harm); and
  3. Unfairly attracting work or the sharing of fees with unauthorised persons (Category 3 Harm).

Rule 34(1) PCR lists six prohibited categories of executive appointments.

Executive appointments

34.—(1) A legal practitioner must not accept any executive appointment associated with any of the following businesses:

(a) any business which detracts from, is incompatible with, or derogates from the dignity of, the legal profession;

(b) any business which materially interferes with —

(i) the legal practitioner’s primary occupation of practising as a lawyer;

(ii) the legal practitioner’s availability to those who may seek the legal practitioner’s services as a lawyer; or

(iii) the representation of the legal practitioner’s clients;

(c) any business which is likely to unfairly attract business in the practice of law;

(d) any business which involves the sharing of the legal practitioner’s fees with, or the payment of a commission to, any unauthorised person for legal work performed by the legal practitioner;

(e) any business set out in the First Schedule;

(f) any business which is prohibited by —

(i) the Act;

(ii) these Rules or any other subsidiary legislation made under the Act;

(iii) any practice directions, guidance notes and rulings issued under section 71(6) of the Act; or

(iv) any practice directions, guidance notes and rulings (relating to professional practice, etiquette, conduct and discipline) issued by the Council or the Society.

Rule 34(6) sets out the general prohibition against legal practitioners accepting an executive appointment in a business entity or in another Singapore law practice.

(6) Except as provided in paragraphs (2) to (5) —

(a) a legal practitioner in a Singapore law practice must not accept any executive appointment in another Singapore law practice; and

(b) a legal practitioner must not accept any executive appointment in a business entity.

The respective definitions for “business”, “business entity” and “executive appointment” can be found under Rule 34(9) PCR:

“business” includes any business, trade or calling in Singapore or elsewhere, whether or not for the purpose of profit, but excludes the practice of law;

“business entity” —

(a) includes any company, corporation, partnership, limited liability partnership, sole proprietorship, business trust or other entity that carries on any business; but

(b) excludes any Singapore law practice, any Joint Law Venture, any Formal Law Alliance, any foreign law practice and any institution set out in the Third Schedule;

“executive appointment” means a position associated with a business, or in a business entity or Singapore law practice, which entitles the holder of the position to perform executive functions in relation to the business, business entity or Singapore law practice (as the case may be), but excludes any non executive director or independent director associated with the business or in the business entity;

It will be a question of fact whether a particular appointment in a business entity involves the performance of “executive functions”. This inquiry ought to evaluate substance (e.g. what functions are actually being performed) over form (e.g. a person’s title or designation).

With reference to the three main categories of harm discussed at paragraph [3] above, the six sub-sections under Rule 34(1) PCR may roughly be grouped as follows:

  1. Category 1 Harm – bringing the profession into disrepute: Rules 34(1)(a), (e) and (f).
  2. Category 2 Harm – Adversely affecting or compromising the legal practitioners’ duties owed to the client: Rule 34(1)(b), as well as 34(1)(e) and (f).
  3. Category 3 Harm – Unfairly attracting work or the sharing of fees with unauthorised persons: Rules 34(1)(c) and (d), as well as 34(1)(e) and (f).

The above categories of harm are not mutually exclusive. It is possible that a legal practitioner taking up a prohibited executive appointment result in harm under more than one (or even all) of the above categories. For example, if a legal practitioner takes up an executive appointment as a housing agent (being a business which is expressly prohibited under the Rule 34(1)(e) read with the First Schedule PCR) concurrently with the practice of law, this might cause the legal practitioner to be too busy to handle client matters properly, it may unfairly attract work to the legal practitioner relating to real estate transactions, and may also cause harm to the dignity and standing of the legal profession.

The PCR contains a number of express exceptions to the above general prohibition, which can be found under Rule 34(2) to (5) PCR, as well as Rule 34(7) PCR. We will discuss these exceptions in turn.

Rule 34(2) PCR permits a legal practitioner in a Singapore law practice to concurrently hold an executive appointment in a related Singapore law practice, subject to every legal or beneficial owner of the related Singapore law practice being the sole proprietor, or partner or director (as the case may be) of the main Singapore law practice.2(2) Subject to paragraph (1), a legal practitioner in a Singapore law practice (called in this paragraph the main practice) may accept an executive appointment in another Singapore law practice (called in this paragraph the related practice), if the related practice is connected to the main practice in either of the following ways:(a) every legal or beneficial owner of the related practice is the sole proprietor, or a partner or director, of the main practice;(b) the legal practitioner accepts the executive appointment as a representative of the main practice in the related practice, and the involvement of the main practice in the related practice is not prohibited by any of the following:

(i) the Act;
(ii) these Rules or any other subsidiary legislation made under the Act;
(iii) any practice directions, guidance notes and rulings issued under section 71(6) of the Act;(iv) any practice directions, guidance notes and rulings (relating to professional practice, etiquette, conduct and discipline) issued by the Council or the Society.

Rule 34(2) PCR is expressly subject to the prohibitions found under Rule 34(1), as discussed above.

Rule 34(3) PCR permits a legal practitioner to accept an executive appointment in a business entity which provides law-related services. The definition of “law-related services” is found under Rule 34(9) PCR, read with the Fourth Schedule PCR. The list of law-related services under the Fourth Schedule includes, among other things, intellectual property, tax, forensic investigations, corporate secretarial work, and voluntary liquidation services. Rule 34(3) PCR remains expressly subject to the prohibitions found under Rule 34(1), as discussed above.

(3) Subject to paragraph (1), a legal practitioner may accept an executive appointment in a business entity which provides law-related services.

[…]

“law-related service” means any service set out in the Fourth Schedule, being a service that may reasonably be performed in conjunction with, and that is in substance related to, the provision of any legal service.

Rules 34(4) and 34(5) PCR permit a legal practitioner to accept an executive appointment in a non law-related business entity, subject to the requirements of the Second Schedule. The Second Schedule contains a fairly detailed list of requirements which must be satisfied in order for the legal practitioner to qualify for the above exception.3For ease of reference, an extract of the Second Schedule can be found at the end of this article. Such requirements include:

  1. not jeopardising the professional integrity, independence or competence of the legal practitioner;4Second Schedule, at (1).
  2. not detracting from the dignity and standing of the legal profession;5Second Schedule, at (2).
  3. ensuring no impairment of or conflict with the legal practitioner’s duties in the legal practitioner’s law practice or duties owed to any client;6Second Schedule, at (3).
  4. Keeping separate all files, records and accounts of the business entity from that of the law practice;7Second Schedule, at (4).
  5. Making full and frank disclosure to any client of the law practice who deals with the business entity, including how the business entity is related to the law practice, and any financial or other interest(s) involved;8Second Schedule, at (5).
  6. Maintaining separate bank accounts at all times, in particular, by keeping any client monies held in the client account of the law practice separate from any bank accounts of the business entity;9Second Schedule, at (6) and (7). and
  7. The business entity must conduct its business at a separate and distinct address from that of the law practice.10Second Schedule, at (8).

Rules 34(4) and 35(5) PCR draw a distinction between non-locum and locum solicitors. Rule 34(4) PCR applies to non-locum solicitors, while Rule 34(5) applies to locum solicitors. Under Rule 34(4) PCR, non-locum solicitors remain subject to all of the prohibitions under Rule 34(1) PCR, while locum solicitors are subject to the prohibitions under Rule 34(1)(a) and (c) to (f), but not Rule 34(1)(b).

(4) Subject to paragraph (1), a legal practitioner (not being a locum solicitor) may accept an executive appointment in a business entity which does not provide any legal services or law-related services, if all of the conditions set out in the Second Schedule are satisfied.

(5) Despite paragraph (1)(b), but subject to paragraph (1)(a) and (c) to (f), a locum solicitor may accept an executive appointment in a business entity which does not provide any legal services or law-related services, if all of the conditions set out in the Second Schedule are satisfied.

Rule 34(7) provides that a legal practitioner can take up an executive appointment with any institution set out in the Third Schedule:

(7) To avoid doubt, nothing in this rule prohibits a legal practitioner from accepting any appointment in any institution set out in the Third Schedule.

The approved institutions under the Third Schedule include:

  1. The Law Society of Singapore
  2. The Singapore Academy of Law
  3. The Singapore Institute of Legal Education
  4. The National University of Singapore
  5. The Singapore Management University
  6. The Singapore University of Social Sciences; and
  7. Any charity registered under section 5 of the Charities Act 1994

Finally, the specific provisions under Rule 34 PCR are “augmented” by rule 38 of the PCR,11Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (38.005), who opines that Rule 38 PCR “emphasises the dignity of the legal profession, fairness in securing business and compliance with the law, practice directions, guidelines and rulings”. which prohibits a legal practitioner or law practice from engaging in any business, trade or calling which derogates from the dignity of the legal profession, is likely to unfairly attract business in the practice of law, or which is expressly prohibited by the Legal Profession Act, the PCR, practice directions or guidance notes:

Business, trade or calling

38. A legal practitioner or law practice must not engage in any business, trade or calling which —

(a) derogates from the dignity of the legal profession;

(b) is likely to unfairly attract business in the practice of law; or

(c) is prohibited by —

(i) the Act;

(ii) these Rules or any other subsidiary legislation made under the Act;

(iii) any practice directions, guidance notes and rulings issued under section 71(6) of the Act; or

(iv) any practice directions, guidance notes and rulings (relating to professional practice, etiquette, conduct and discipline) issued by the Council or the Society.

In relation to above, the question of whether a particular business, trade or calling derogates from the dignity of the legal profession will depend on the particular facts of each case.12See Law Society of Singapore v Ong Teck Ghee (2014) SGDT 7; see also Re An Advocate (1964) MLJ 1, an older case involving a legal practitioner from Singapore who was charged with conducting viewing and sales of female clothing to customers using hotels rooms in Malaysia; see also the discussion in Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (38.005) to (38.011).

Application of Rule 34 PCR: Selected Examples and Case Studies

We will now discuss a number of specific examples and scenarios, including some which have arisen more recently, concerning the application of Rule 34 PCR.

Housing agent, broker or estate agent

The Law Society’s Practice Direction (PD) 3.8.1 elaborates on one of the existing prohibitions under Rule 34(1)(e) read with the First Schedule PCR. PD 3.8.1 states that carrying on the business of a housing agent is incompatible with that of a legal practitioner.13PD 3.8.1 at (C); see also Keppel Tatlee Bank Ltd v Teck Koon Investment Pte Ltd and Ors (2000) 1 SLR(R) 355. PD 3.8.1 emphasises that the calling of a housing agent or broker would detract from the honour and dignity of the Bar,14PD 3.8.1 at (C). and that “to be an estate agent in tandem with being a solicitor continues to be prohibited”.15PD 3.8.1 at (D}. The above has been described as a “classic example” of a business which can unfairly attract work to the legal practitioner or the law practice in breach of Rule 34(1)(c) PCR.16Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.008).

Employment agency

PD 3.8.1 also identifies one additional prohibited business activity, stating that an executive partnership or directorship in an employment agency, firm or company “may transgress section 83(2)(i) of the Legal Profession Act”.17PD 3.8.1 at (A). This may also be viewed as a type of business activity which can unfairly attract work to a legal practitioner or law practice in breach of Rule 34(1)(c) PCR.

Corporate secretarial services

PD 3.8.1 clarifies that it is permissible for a legal practitioner to be appointed as a company secretary, whether for the law practices’ own clients or an external corporate secretarial firm’s clients, in exchange for consideration. As noted earlier, a corporate secretarial service is one category of law-related services permitted under Rule 34(4) PCR read with the Fourth Schedule PCR. The above is subject to certain requirements and safeguards prescribed under PD 3.8.1, including that “acting as a company secretary for an external corporate secretarial firm’s clients in exchange for consideration amounts to the practice of law and can only be effected through a proper practice structure”, and that “any services that the legal practitioner renders as a company secretary in exchange for consideration should be effected through his/her law practice”.18PD 3.8.1 at (B). PD 3.8.1 also clarifies that if it is the external corporate secretarial firm which engages the legal practitioner and pays the fee to the legal practitioner for his/her services as a company secretary, the external corporate secretarial firm will also be a client of the legal practitioner’s law practice.19Ibid.

Moneylending or debt collection business

A legal practitioner is expressly prohibited, under Rule 34(1)(e) read with the First Schedule PCR, from accepting any executive appointment with a debt collection business. The above has been also described as a “classic example” of a business which can unfairly attract work to the legal practitioner or the law practice in breach of Rule 34(1)(c) PCR.20Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.008). Professor Pinsler also opines that “private detective or investigative enterprises which generate information for the purpose or in contemplation of law suits” is another type of business that may unfairly attract work in breach Rule 34(1)(c).

In 2017, a legal practitioner was invited by a prospective client to take on a number of roles in a company which was intended to engage in the business of licensed money lending, including to be appointed as a “non-executive nominee director”, where he would be the sole director (and sole Singapore-resident director) of the company. The legal practitioner sought the AC’s guidance as to whether the above was permissible.21Law Society, Professional Ethics Digest 2019 at p 57 – AC Guidance (22 March 2017).

The AC’s guidance was that the above arrangement was likely to be impermissible,22Ibid. and advised the enquirer to exercise caution because the business of moneylending was closely involved with the business of debt collection (which, as above, is a prohibited business under Rule 34(1)(e) read with the First Schedule PCR). In addition, the AC’s guidance noted that despite the proposed appointment being described as a “non-executive” and “nominee” directorship, the legal practitioner would be the sole director and sole Singapore-resident director, and it therefore appeared likely that the legal practitioner would be responsible inter alia for ensuring compliance with the regulatory framework on moneylending and/or overseeing the day-to-day business of the company. Based on the above, it was likely that the arrangement would constitute an executive appointment within the meaning of Rule 34 PCR.

Concurrent employment as in-house legal counsel

More recently, a number of fairly novel queries have arisen in relation to legal practitioners considering taking up concurrent employment with a business entity as an in-house legal counsel or as a consultant advising on legal matters.

In 2016, an in-house counsel employed by a bank sought guidance from the Advisory Committee (AC) as to whether he could concurrently practice law as a legal practitioner with a law practice.23Law Society, Professional Ethics Digest 2019 at p 56 – AC Guidance (23 May 2016). The AC’s guidance was that the he should not practise as a legal practitioner while concurrently being employed as an in-house counsel by the bank. The guidance noted that his employment as in-house counsel reduced his ability to devote his professional time, energy and attention fully and solely to the practice of law in a law practice, which would be contrary to rule 34(1)(b)(i) PCR. The AC also noted the risk that his employment with the bank might conflict with his duties to potential clients, given the breadth of the bank’s business enterprise and scale of operations.24Ibid.

In another request for guidance in 2018, a legal practitioner was offered a job as a consultant with a company. The scope of the consultancy included general legal work and reviewing transactions for the company. The legal practitioner was required to be in attendance at the company’s office during office hours on weekdays, save for prior arrangements. The consultancy appointment would effectively be on a full-time basis, although the legal practitioner would continue to service his current or former clients, including court attendances for current clients. The legal practitioner also proposed to undertake that he would not direct potential work from the company to his law practice, save with full disclosure.25Law Society, Professional Ethics Digest 2019 at p 59 – AC Guidance (9 January 2018).

The AC’s guidance was that the legal practitioner should not accept the proposed consultancy appointment. The AC’s view was that Rule 34(1)(b) PCR would prohibit the proposed employment because The legal practitioner’s full-time employment as a consultant with the company was likely to materially interfere with his availability to his clients, and that the practice of law would not be his primary occupation. The legal practitioner was also advised to exercise his professional judgment on whether his proposed consultancy arrangement with the company would be likely to unfairly attract business to his law practice in breach of Rule 34(1)(c) PCR, taking into account the nexus between the nature of the proposed work from the company and the nature of work done at his law practice. In relation to the legal practitioner’s proposal to undertake that he would not direct potential work from the company to his law practice, save with full disclosure, the AC’s guidance also highlighted that there was no such exception under Rule 34 PCR.26Ibid.

In another example from 2018, a lawyer practising in a law practice sought guidance on whether he should accept an executive appointment as an in-house counsel in a company owned and/or managed by his wife. He also queried whether he could take up an adjunct lecturing position or as a part-time executive appointment in a charity or voluntary welfare organisation. On the first issue, the AC’s guidance was that, in keeping with the dignity of the profession, a practicing solicitor should devote his professional time, energy and attention fully and solely to the practice of law, and the proposed concurrent employment as legal counsel with his wife’s company while still practising at his law practice would place the legal practitioner in breach of Rule 34(1)(b)(i) PCR, and might also give rise to potential issues under Rules 34(1)(b)(ii) and 34(1)(c) PCR. As for possible appointment as an adjunct lecturer, the legal practitioner’s attention was drawn to the list of approved institutions under the Third Schedule PCR. In relation to accepting an executive appointment with a charity or voluntary welfare organisation, the AC’s guidance was this this would be permissible subject to the legal practitioner ensuring that the relevant organisation was in fact a charity registered under the Charities Act 1994, as required under the Third Schedule PCR.

In 2019, a legal practitioner was offered an appointment as a “legal consultant” with a food and beverage company, under which he would be paid what was described as a “retainer fee” for providing legal services to the company. The above arrangement contemplated that the legal practitioner would not be a full-time employee of the company, but would continue to practise law at his law practice, and would only render legal advice to the company on an ad hoc basis.27Law Society, Professional Ethics Digest 2020 at p 49 – AC Guidance (18 December 2019).

The AC’s guidance cautioned the legal practitioner against taking up the proposed appointment. The AC noted that the proposed appointment appeared to be an “executive appointment” within the meaning of Rule 34(9) of the PCR, as Lawyer A intended to work in the Company as an in-house counsel on a part-time basis. The AC’s guidance also emphasised that the legal practitioner ought to devote his professional time, energy and attention fully and solely to the practice of law, in keeping with the dignity of the profession, and highlighted the prohibition under Rule 34(1)(b) against executive appointments that materially interfere with the legal practitioner’s primary occupation of practising as a lawyer, and his availability and ability to represent to his clients. The AC’s guidance also highlighted the prohibition under Rule 34(1) concerning unfair attraction of business. The AC also observed that it was unclear why the legal practitioner could not provide the same legal advice to the company in his existing capacity as a legal practitioner practising with his law practice.28Ibid.

Concurrent employment as Chief Executive Officer of fund management company

In 2018, a legal practitioner practising as a consultant in a law practice intended to operate a fund management company, including working full-time as its Chief Executive Officer. Under the proposed arrangement, it was envisaged that he would continue to give his law practice general strategic advice and insight on trends relating to the wealth management industry and the needs of high net worth individuals.29Law Society, Professional Ethics Digest 2020 at p 48 – AC Guidance (11 May 2018).

In this regard, the AC’s guidance was that, as the intention was for the legal practitioner to run his own fund management company and to also retain his position as a consultant with his law practice, this arrangement would place the legal practitioner in breach of Rule 34(1)(b)(i) PCR, and might also give rise to potential issues under Rules 34(1)(b)(ii) and 34(1)(c) PCR. The AC emphasised that in keeping with the dignity of the profession, a legal practitioner should devote his professional time, energy and attention fully and solely to the practice of law. The AC also noted that Rule 34(5) of the PCR provides that the restrictions under Rule 34(1)(b) PCR (i.e. primary occupation etc.) do not apply to a locum solicitor. This implicitly supported the proposition that full-time (non-locum) practising certificate holders should devote their professional time, energy and attention fully and solely to the practice of law.30Ibid.

Conclusion

Rule 34 PCR provides a framework which is intended to be flexible enough to apply to range of possible and future situations. Even as the legal profession continues to evolve to meet societal and business needs, legal practitioners can expect to be presented with new and different opportunities to take up possible appointments in addition to one’s legal practice. A firm appreciation and understanding of the scope, purpose and rationale of the relevant ethical provisions is essential to navigating this changing landscape.

Summary / Quick Reference

Executive Appointment / Business, Trade or Calling Whether Permitted or Prohibited under Rule 34 PCR Relevant Authority / Reason
Law Society of Singapore Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Singapore Academy of Law Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Singapore Institute of Legal Education Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
National University of Singapore Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Singapore Management University Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Singapore University of Social Services Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Any charity registered under section 5 of the Charities Act 1994 Permitted Expressly permitted under Rule 34(7) PCR, Third Schedule PCR
Non-executive directorship or independent directorship Generally Permitted (except in relation to any prohibited business, trade or calling) C.f. Definition of “executive appointment” under Rule 34(9) PCR; also see prohibitions under Rule 38 PCR.
Housing or estate agency business Prohibited Expressly prohibited under Rule 34(1)(e) PCR, First Schedule PCR
Debt collection business Prohibited Expressly prohibited under Rule 34(1)(e) PCR, First Schedule PCR
Employment agency, firm or company Prohibited Expressly prohibited under PD 3.8.1
Employment as in-house legal counsel of a bank (while concurrently holding a practising certificate and practising in a law practice) Prohibited See Law Society Ethics Digest 2019 at page 56
Employment as part-time legal consultant with a food and beverage company (while concurrently holding practising certificate and practising in a law practice) Prohibited See Law Society Ethics Digest 2020 at page 49
Employment as in-house legal counsel in a company (while concurrently holding practising certificate and practising in a law practice) Prohibited See Law Society Ethics Digest 2020 at page 50
Appointment as sole Singapore-resident director of a licensed moneylender Prohibited See Law Society Ethics Digest 2019 at page 57
Employment as General Manager of a company (while concurrently holding practising certificate and practising in a law practice) Prohibited See Law Society Ethics Digest 2019 at pages 59-60
Employment as Chief Executive Officer of a fund management company (while concurrently holding practising certificate and practising in a law practice) Prohibited See Law Society Ethics Digest 2020 at page 48

Schedules / For Reference

FIRST SCHEDULE

Rule 34(1)(e) and (9)

PROHIBITED BUSINESSES

  1. Housing or estate agency business
  2. Debt collection business

SECOND SCHEDULE

Rule 34(4), (5) and (9)

CONDITIONS FOR ACCEPTING EXECUTIVE APPOINTMENT IN BUSINESS ENTITY

1. The business of the business entity —

(a) must not jeopardise the professional integrity, independence or competence of the legal practitioner; and

(b) must not detract from the standing and dignity of the legal profession.

2. The business entity must not be held out or described in such a way as to suggest —

(a) that the business entity is a law practice; or

(b) that any legal practitioner in the business entity provides services, carries on business, or is employed, as a regulated legal practitioner.

3. The involvement of the legal practitioner in the business entity must not impair, and must not be in conflict with, the legal practitioner’s duties —

(a) in the law practice in which the legal practitioner practises; or

(b) to any client of that law practice.

4. The files, records and accounts of the business entity must be kept separate from and independent of the files, records and accounts of the law practice in which the legal practitioner practises.

5. Where, in the course of dealing with the law practice in which the legal practitioner practises, a client of that law practice deals with, or is referred by that law practice to, the business entity, the legal practitioner must make full and frank disclosure of all of the following matters to the client:

(a) the relationship (if any) between the business entity and each of the following:

(i) that law practice;

(ii) every legal practitioner in that law practice who has any interest in the business entity;

(b) the financial or other interests of each of the following in the business entity:

(i) that law practice;

(ii) every legal practitioner in that law practice who has any interest in the business entity;

(c) that the statutory protection conferred on a client of a law practice under the Act (including but not limited to compulsory professional indemnity insurance coverage and the Compensation Fund maintained under section 75 of the Act), or under any subsidiary legislation made under the Act, may not be available to a customer of the business entity.

6. The client account of the law practice in which the legal practitioner practises, and any other account of that law practice used to hold money for a client of that law practice, must not be used to hold money for the business entity in its capacity as such, or for any customer of the business entity in the customer’s capacity as such.

7. Each account of the business entity must not be used to hold money for the law practice in which the legal practitioner practises in that law practice’s capacity as such, or for any client of that law practice in the client’s capacity as such.

8.—(1) The business entity must conduct its business at an address that is separate and distinct from the address of the law practice in which the legal practitioner practises.

(2) However —

(a) both addresses may be in the same building; and

(b) the business entity is not to be treated as conducting its business at an address by reason only that the address is the address of the registered office of the business entity.

THIRD SCHEDULE

Rule 34(7) and (9)

INSTITUTIONS IN WHICH LEGAL PRACTITIONER MAY ACCEPT ANY APPOINTMENT

1. The Society

2. The Academy

3. The Institute

4. The National University of Singapore

5. The Singapore Management University

5A. The Singapore University of Social Sciences

[S 82/2018 wef 12/02/2018]

6. Any charity registered under section 5 of the Charities Act (Cap. 37)

FOURTH SCHEDULE

Rule 34(9)

LAW-RELATED SERVICES

1. Any intellectual property service, including the registration (where applicable), and the provision of consultancy and advice on the management and enforcement, of copyright, trade marks, patents, designs, plant varieties and any other category of intellectual property referred to in the Agreement on Trade-Related Aspects of Intellectual Property Rights

2. Any tax service, including tax consultancy and advice

3. Any trust business or trust business service as defined in section 2 of the Trust Companies Act (Cap. 336)

4. Any company secretarial service, including the establishment and incorporation of a company

5. Any service as a continuing sponsor company for an entity any shares of which are listed for quotation on the Singapore Exchange Catalist

6. Any administrative, management, property or other service provided exclusively to a law practice or to a business entity referred to in Rule 34(3), (4) or (5)

7. Any forensic investigation, document management or discovery service, or any other service relating to litigation support

8. Any voluntary liquidation service

Endnotes

Endnotes
1 Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.003).
2 (2) Subject to paragraph (1), a legal practitioner in a Singapore law practice (called in this paragraph the main practice) may accept an executive appointment in another Singapore law practice (called in this paragraph the related practice), if the related practice is connected to the main practice in either of the following ways:(a) every legal or beneficial owner of the related practice is the sole proprietor, or a partner or director, of the main practice;(b) the legal practitioner accepts the executive appointment as a representative of the main practice in the related practice, and the involvement of the main practice in the related practice is not prohibited by any of the following:

(i) the Act;
(ii) these Rules or any other subsidiary legislation made under the Act;
(iii) any practice directions, guidance notes and rulings issued under section 71(6) of the Act;(iv) any practice directions, guidance notes and rulings (relating to professional practice, etiquette, conduct and discipline) issued by the Council or the Society.

3 For ease of reference, an extract of the Second Schedule can be found at the end of this article.
4 Second Schedule, at (1).
5 Second Schedule, at (2).
6 Second Schedule, at (3).
7 Second Schedule, at (4).
8 Second Schedule, at (5).
9 Second Schedule, at (6) and (7).
10 Second Schedule, at (8).
11 Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (38.005), who opines that Rule 38 PCR “emphasises the dignity of the legal profession, fairness in securing business and compliance with the law, practice directions, guidelines and rulings”.
12 See Law Society of Singapore v Ong Teck Ghee (2014) SGDT 7; see also Re An Advocate (1964) MLJ 1, an older case involving a legal practitioner from Singapore who was charged with conducting viewing and sales of female clothing to customers using hotels rooms in Malaysia; see also the discussion in Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (38.005) to (38.011).
13 PD 3.8.1 at (C); see also Keppel Tatlee Bank Ltd v Teck Koon Investment Pte Ltd and Ors (2000) 1 SLR(R) 355.
14 PD 3.8.1 at (C).
15 PD 3.8.1 at (D}.
16 Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.008).
17 PD 3.8.1 at (A).
18 PD 3.8.1 at (B).
19 Ibid.
20 Jeffrey Pinsler SC, Legal Profession (Professional Conduct) Rules 2015: A Commentary at (34.008). Professor Pinsler also opines that “private detective or investigative enterprises which generate information for the purpose or in contemplation of law suits” is another type of business that may unfairly attract work in breach Rule 34(1)(c).
21 Law Society, Professional Ethics Digest 2019 at p 57 – AC Guidance (22 March 2017).
22 Ibid.
23 Law Society, Professional Ethics Digest 2019 at p 56 – AC Guidance (23 May 2016).
24 Ibid.
25 Law Society, Professional Ethics Digest 2019 at p 59 – AC Guidance (9 January 2018).
26 Ibid.
27 Law Society, Professional Ethics Digest 2020 at p 49 – AC Guidance (18 December 2019).
28 Ibid.
29 Law Society, Professional Ethics Digest 2020 at p 48 – AC Guidance (11 May 2018).
30 Ibid.

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