Category: News Feeds

Abstract:
Management
service
organizations
(MSOs)
—
private-equity-backed
companies
that
buy
a
law
firm’s
operational
infrastructure
and
manage
it
back
under
long-term
contract
—
are
being
pitched
as
a
novel
workaround
to
the
prohibition
on
nonlawyer
ownership
of
law
firms.
They’re
not.
The
legal
profession
has
already
experimented
with
MSO-like
dual-entity
structures,
from
the
benign
failures
of
Clearspire
and
Atrium
to
the
devastating
foreclosure
mills
of
the
2000s,
where
the
separation
of
business
operations
from
legal
practice
led
to
robo-signed
documents,
fabricated
affidavits,
and
mass
harm
to
homeowners.
Today,
only
one
ethics
opinion
—
Texas
Ethics
Opinion
706
—
directly
addresses
MSOs,
and
it
leaves
critical
questions
about
long-term
governance
unanswered.
This
article
examines
how
MSOs
operate,
how
they
differ
from
PEOs
and
other
outsourcing
arrangements
solos
already
use,
what
the
ethics
rules
actually
say,
and
why
solos
and
small
firms
may
be
better
served
by
the
alternatives
that
have
always
been
available
to
them.

For
a
profession
powered
by
precedent,
lawyers
have
remarkably
short
memories
when
it
comes
to
the
past.
Today, managed
service
organizations (MSOs)
—
private-equity-backed
companies
that
purchase
a
law
firm’s
entire
operational
infrastructure
and
then
manage
it
under
long-term
contract
—
are
regarded
as
some
new
kind
of
end
run
around
the
prohibition
on
outside
law
firm
ownership.
But
the
reality
is
that
legal
has
already
experimented
with
MSO-type
arrangements
in
the
past
with
disappointing
and
in
the
case
of
foreclosure
mills,
devastating
results.  

Still,
MSO
deals
are gaining
traction in
the
legal
market
and
it’s
only
a
matter
of
time
before
these
models
reach
solos
and
small
firms.
So
it’s
worth
understanding
now
what
these
arrangements
actually
involve,
and
whether
the
alternatives
to
outside
ownership
and
exit
strategy
that
have
always
been
available
might
get
you
where
you
want
to
go
without
taking
the
profession
down
with
you

So
let’s
take
a
step
back
and
look
at
how
an
MSO
actually
operates.
A
private-equity-backed
company
acquires
all
of
a
law
firm’s
non-legal
operations
—
technology,
HR,
payroll,
marketing,
facilities,
client
intake,
data
infrastructure
—
and
then
manages
those
functions
back
to
the
firm
under
a
long-term
management
services
agreement.  The  lawyers
keep
practicing
law
and
the
MSO
runs
everything
else. 

But
an
MSO
differs
from
a
passive
vendor
like
a
professional
employer
organization
(PEO)
that
manages
HR
or
an
IT
company
that
operates
your
tech.  MSOs
are
intricately
involved
with
day
to
day
operations
that
can
impact
clients
–
like
client-intake
or
imposing
timelines
for
resolving
litigation.  And
because
law
firm
owners
often
own
a
piece
of
the
MSO
which
is
the
asset
with
the
real
resale
value,
there’s
an
incentive
to
follow
the
MSO’s
strategy
at
potential
detriment
to
law
firm
clients.  As
one
recent article by
Lev
Bryedo
describes
it,
“the
MSO
hires
the
practice’s
office
manager,
then
its
billing
staff,
then
its
scheduling
coordinator,
then
implements
intake
systems
that
channel
patients
based
on
revenue
optimization.
Each
individual
step
may
be
defensible
as
a
business
function.
Cumulatively,
they
can
transform
the
MSO
from
a
service
provider
into
a
de
facto
practice
manager.”
And
because
law
firm
owners
often
own
a
piece
of
the
MSO
—
which
is
the
asset
with
the
real
resale
value
—
there’s
an
incentive
to
follow
the
MSO’s
strategy
at
potential
detriment
to
law
firm
clients. 

The
legal
profession
has
already
dealt
with
MSO-like
structures.  As
Bob
Ambrogi reported several
years
back,
some
have
been
benign
failures
—
ambitious
experiments
that
simply
didn’t
work
out.  For
example,
a
venture
called Clearspire launched
in
2010
with
the
idea
of
splitting
a
law
practice
into
two
entities:
one
to
practice
law,
the
other
to
handle
technology
and
operations.
It
shut
down
four
years
later.
Then
in
2017, Justin
Kan,
who’d
previously
sold
Twitch
to
Amazon
for
$970
million,  launched
Atrium
with
$75
million
in
venture
capital
and
the
same
basic
concept:
a
law
firm
on
one
side,
a
technology
services
company
called
Atrium
LTS
on
the
other,
handling
all
operations,
marketing,
and
workflow
software.
By
January
2020,
most
of
the
lawyers
had
been
let
go.
In
both
cases,
no
clients
suffered.
These
were
just
business
models
that
couldn’t
sustain
themselves. 

But
other
experiments
with
this
kind
of
structure
had
far
worse
consequences.  During
the
foreclosure
crisis,
high-volume
mills
like
David
Stern’s
in
Florida
and
Steven
Baum’s
in
New
York
sold
their
document
processing
and
operational
infrastructure
to
outside
entities
while
the
lawyers
kept
their
licenses
and
stayed
on
as
clients
of
the
very
companies
they’d
sold
to.  Once
the
business
side
was
running
the
show,
pressure
to
increase
case
volume
and
profit
led
to
robo-signed
documents,
fabricated
affidavits,
and
impossible
caseloads
that
burned
through
lawyers
and
left
thousands
homeless.   The
scandal
could
have
continued
for
years
were
it
not
for  heroic
solo
and
small
firm
lawyerswho
stumbled
across
the
massive
abuses
while
doing
their
job
of
representing
their
clients.

Some
chalk
up
the
foreclosure
crisis
example
to
bad
actors.
Not
so.  It’s
the
unavoidable
by-product
of
pressure
to
generate
returns
combined
with
technology
built
for
efficiency.  AI
raises
the
stakes.  

As
I
said
earlier,
right
now
high-profit
operations
like
big
PI
and
mass
torts
hold
the
most
appeal
for
MSOs.
But
they
may
soon
move
down
the
food
chain
and
consider
a
grab
for
solo
and
small
firm
markets.
And
if
they
do,
solos
and
small
firms
need
to
understand
the
ethics
landscape.

To
date,
only Texas
Ethics
Opinion
706 (February
2025)
directly
addresses
MSOs
by
name
It
draws
two
bright
lines.
First,
the
opinion
holds
that
paying
an
MSO
a
percentage
of
your
firm’s
revenues
constitutes
impermissible
fee-splitting
with
a
nonlawyer.
The
fee
has
to
be
flat,
cost-plus,
or
otherwise
untethered
from
what
you
earn
from
clients.
Second,
lawyers
can
own
equity
in
an
MSO
–
but
only
if
the
MSO
doesn’t
practice
law,
the
investment
doesn’t
impair
professional
judgment,
and
any
referrals
between
the
firm
and
the
MSO
comply
with
conflict-of-interest
rules. 

For
everything
else,
we’re
working
from
analogy.
As
this Holland
&
Knight
post summarizes,
state
bars
have
been
approving
PEO
arrangements
for
decades
—
New
Hampshire
in
1989,
Michigan,
North
Carolina,
Connecticut,
Texas,
Colorado,
Ohio,
New
York,
all
following
with
essentially
the
same
conditions:
the
law
firm
stays
in
control,
no
fee-splitting,
protect
client
confidences,
supervise
nonlawyer
staff. DC
Bar
Ethics
Opinion
304 is
a
good
example.
It
approved
a
firm
outsourcing
all
its
HR
functions
to
an
employee
management
company
but
only
because
the
firm
retained
“full
management
and
supervisory
authority”
and
the
management
company
had
“no
say
in
directing
lawyers
or
legal
assistants
what
duties
to
perform.”
That’s
a
PEO
staying
in
its
lane.
By
contrast,
an
MSO
that
controls
your
intake,
your
case
processing
times,
your
technology,
your
marketing,
and
your
staffing
is
a
fundamentally
different
animal
that
no
regulators
have
approved
to
date..

            To
be
honest,
I’m
not
opposed
to
non-lawyer
ownership
of
law
firms.
Arizona
ripped
off
the
band-aid
by
abolishing
its
version
of Model
Rule
5.4,
with mixed
results
for
consumers.  At
least
it’s
clear
to
consumers
where
a
law
firm
stands.
it’s
either
owned
by
lawyers
or
it’s
not.  MSOs
are
too
clever
by
half:
they
incubate
a
blurred
netherland,
allowing
a
firm
to
hold
itself
out
as
owned
by
attorneys
when
VC
is
calling
the
shots.  

            What’s
more,
it’s
not
clear
that
MSOs
offer
solos
and
small
firms
much
they
can’t
already
get
on
their
own.
Many
of
the
operational
services
an
MSO
would
provide
—
technology,
billing,
marketing,
intake
systems
—
can
now
be
handled
in-house
with
AI
tools
and
off-the-shelf
software
at
a
fraction
of
the
cost
and
with
none
of
the
strings.
And
if
the
appeal
of
an
MSO
is
really
about
an
exit
strategy,
a
solo
or
small
firm
would
be
better
off
building
up
the
practice
for
an
outright
sale
than
handing
over
its
operational
infrastructure
at
a
discount
under
a
long-term
management
services
agreement.

Ed.
Note:
Welcome
to
our
daily
feature

Trivia
Question
of
the
Day!

According
to
data
collected
by
ALM,
which
firm’s
compensation
for
all
partners
increased
the
most
in
2025?

Hint:
Compensation
for
all
partners
increased
over
68%
at
this
firm
last
year.

See
the
answer
on
the
next
page.

You
know
what
they
say
about
giving
an
inch.
The
Trump
administration
apparently
took
Judge
Richard
Leon’s
thoughtful
national-security
carve-out
in
his
preliminary
injunction
order
—
the
one
that
let
construction
continue
only
for
genuine
safety
measures
—
and
decided
it
meant
the
whole
ballroom
project
could
barrel
along
unimpeded.
Judge
Leon
had
a
decidedly
different
take.

If
you’ve
been
following
along
at
home
(and
if
you
haven’t,
this
saga has
been
going
on
for
months
—

Judge
Leon
was
side-eyeing
the
government’s
constitutional
theory
back
in
January),
this
is
the
case
where
the
National
Trust
for
Historic
Preservation
sued
to
stop
Trump’s
$400
million
White
House
ballroom
—
the
one
being
built
on
the
rubble
of
the
demolished
East
Wing,
with
zero
congressional
authorization
and
a
funding
structure
Leon
once
memorably
called
a
“Rube
Goldberg
contraption.”
On
March
31st, Leon
dropped
his
preliminary
injunction and
told
the
administration
that,
surprising
no
one
who
had
been
paying
attention,
presidents
don’t
get
to

freestyle
renovations
on
national
landmarks
without
an
act
of
Congress.

But
Leon,
cognizant
of
the
genuine
security
complexities
at
any
active
White
House
construction
site,
included
a
safety-and-security
exception.
It
was
a
reasonable
gesture.
The
administration
promptly
tried
to
drive
a
90,000-square-foot
ballroom
through
it.

This
judge
is
having
exactly
zero
of
this
nonsense,
writing,
“It
is,
to
say
the
least,
incredible,
if
not
disingenuous,
that
Defendants
now
argue
that
my
Order
does
not
stop
ballroom
construction
because
of
the
safety-and-security
exception!”

In
today’s
opinion,
available
below,
Leon
clarified
and
amended
his
injunction
—
and
he
was
not
subtle
about
his
irritation
with
the
government’s
reading
of
his
original
order.
Right
out
of
the
gate:

Defendants
argue
that
the
entire
ballroom
construction
project,
from
tip
to
tail,
falls
within
the
safety-and-security
exception
and
therefore
may
proceed
unabated.
That
is
neither
a
reasonable
nor
a
correct
reading
of
my
Order!

Gotta
love
a
judge
that
is
unafraid
of
the
exclamation
mark!
This
is
a
federal
district
judge
—
a
George
W.
Bush
appointee,
lest
we
forget,
not
exactly
a
card-carrying
member
of
the
so-called
“Resistance”
—
using
the
rhetorical
equivalent
of
a
buzzer
on
the
administration’s
argument.

So
what
does
the
amended
order
actually
do?
Leon
drew
a
clean
line:
above-ground
construction
of
the
proposed
ballroom
is
stopped.
Below-ground
construction,
including
actual
national
security
facilities
like
bunkers,
bomb
shelters,
military
installations,
and
medical
facilities,
can
proceed.
Construction
necessary
to
protect
the
structural
integrity
of
the
White
House,
handle
waterproofing,
secure
the
site,
and
cover
the
underground
elements
can
also
move
forward.
What
cannot
move
forward
is
the
ballroom
itself.

This
is
where
it
gets
really
delicious
for
anyone
who
has
been
watching
this
case.
The
administration
previously
told
the
court
that
the
below-ground
and
above-ground
elements
of
the
project
were
independent
of
each
other.
They
said
the
underground
work
was
“driven
by
national
security
concerns
independent
of
the
above-grade
construction.”
They
even
assured
the
court
the
below-ground
elements
didn’t
“lock
in”
the
above-ground
design.
Leon
quotes
this
back
to
them
with
what
I
can
only
describe
as
judicial
relish.

Defendants’
latest
representations
that
“the
entire
project
advances
critical
national-security
objectives
as
an
integrated
whole”
are
in
direct
conflict
with
Defendants’
prior
representations
that
the
above-ground
and
below-ground
portions
of
the
project
were
“independent
of”
one
another.

Leon
used
the
word
“brazenly”
to
describe
the
government’s
latest
pivot.
That’s
gotta
sting.

The
administration
also
threw
in
the
argument
that
security
features
like
missile-resistant
steel
columns,
drone-proof
roofing,
and
bulletproof
windows
bring
the
whole
above-ground
structure
within
the
security
exception.
Leon
dispatched
this
efficiently,
noting
that
those
features
are
still
months
or
years
away
from
being
installed
—
so
any
claim
of
“irreparable
harm”
from
not
having
them
right
now
is
belied
by
the
administration’s
own
admission
that
the
project
won’t
be
done
until
2028.

On
the
national
security
classified
declarations
—
four
of
them
—
that
the
government
submitted

ex
parte?
Leon
reviewed
all
of
them.
They
apparently
shed
no
light
on
why
an
above-ground
ballroom
is
a
national
security
necessity.
If
the
government
had
something
classified
and
convincing,
it
didn’t
make
it
into
those
declarations.

Judge
Leon
also
has
a
line
towards
the
end
of
the
opinion
that
low
key
calls
out
a
lot
of
Trump
2.0
justifications
for
doing
whatever-the-fuck
they
want
to
do:
“national
security
is
not
a
blank
check
to
proceed
with
otherwise
unlawful
activity.”

Say
it
louder
for
the
people
in
the
back.
Leon
notes
that
he
has
taken
the
national
security
concerns
seriously
throughout
this
case
—
which
is
why
the
exception
exists
in
the
first
place
—
but
judicial
deference
is
not
judicial
abdication.
He
cites
precedent
standing
for
the
proposition
that
deference
applies
“so
long
as
the
government’s
declarations
raise
legitimate
concerns,”
not
as
a
magic
incantation
that
ends
all
scrutiny.

Leon
also
took
a
moment
to
note,
with
what
I
imagine
was
a
certain
weary
exasperation,
that
he
has
“no
desire
or
intention
to
be
dragooned
into
the
role
of
construction
manager.”
He
never
required
the
administration
to
get
written
pre-approval
for
individual
construction
decisions.
The
point
of
the
opinion,
he
explains
patiently,
is
simply
to
clarify
that
the
injunction
does,
in
fact,
stop
the
ballroom.
That
this
needs
clarification
at
all
says
something.

The
DOJ
has
its
appeal
already
pending
at
the
D.C.
Circuit,
which
previously
remanded
the
case
for
exactly
this
clarification,
so
we’ll
see
what
the
Circuit
does
now
that
Leon
has
given
them
what
they
asked
for.

---

Kathryn
Rubino
is
a
Senior
Editor
at
Above
the
Law,
host
of

The
Jabot
podcast,
and
co-host
of

Thinking
Like
A
Lawyer.
AtL
tipsters
are
the
best,
so
please
connect
with
her.
Feel
free
to
email

her
with
any
tips,
questions,
or
comments
and
follow
her
on
Twitter

@Kathryn1 or
Mastodon

@[email protected].

Most
in-house
lawyers
talk
about
AI
as
if
it
is
a
future
event
that
will
arrive
with
a
contract,
a
vendor,
and
a
clean
implementation
plan.
The
truth
is
far
less
organized.
AI
is
already
inside
your
company.
It
arrived
through
your
employees’
browsers,
their
phones,
their
inbox
extensions,
their
creativity,
their
exhaustion,
and
their
desire
to
get
more
done
in
a
day
than
the
system
allows.
You
are
governing
it
whether
you
mean
to
or
not.
The
only
question
is
whether
you
understand
what
has
already
begun.

I
recorded
a
“Notes
to
My
(Legal)
Self”
conversation
with
Heath
Morgan,
an
in-house
attorney
who
spends
his
days
thinking
about
AI
governance
and
his
nights
writing
speculative
fiction.
His
book,

“The
Memory
Project,”
explores
a
world
in
which
digital
personas
from
the
past
and
future
become
part
of
daily
life.
As
we
talked,
it
became
clear
that
his
fictional
world
is
less
of
a
leap
and
more
of
a
mirror.
Companies
are
already
building
their
own
“memory
projects”
without
realizing
it.
Not
curated.
Not
intentional.
Just
accumulating.
Every
prompt,
every
tool,
every
autopilot,
every
quiet
workflow
decision
is
creating
a
parallel
record
of
your
business.

Heath
said
something
that
stuck
with
me:
“The
question
is
not
whether
your
employees
are
using
AI.
It
is
whether
they
are
using
it
intentionally
or
unintentionally.”
That
distinction
is
the
heart
of
the
problem
for
in-house
counsel.
Because
unintentional
adoption
is
where
risk
concentrates.
It
is
also
where
culture
forms.

The
New
Latchkey
Generation
Is
Already
In
Your
Org
Chart

Heath
draws
a
comparison
to
what
he
calls
the
“social
media
latchkey
kid
generation.”
For
20
years,
we
gave
an
entire
population
powerful
technology
without
meaningful
guidance.
We
are
living
with
the
consequences.
In
the
workplace,
something
similar
is
happening
with
AI.
Tools
are
being
marketed
directly
to
employees.
They
promise
convenience.
They
promise
saved
hours.
They
rarely
mention
downstream
risk.

By
the
time
legal
is
ready
to
publish
its
polished
AI
policy,
the
workforce
is
already
three
steps
ahead,
adopting
tools
informally.
This
is
how
every
major
technology
wave
has
entered
the
enterprise.
BYOD.
Cloud
storage.
Enterprise
messaging.
Shadow
IT.
AI
is
simply
faster
and
more
embedded
than
anything
before
it.

Heath’s
point
is
that
the
legal
team’s
assumptions
are
already
outdated.
You
cannot
govern
AI
as
if
the
organization
started
from
zero.
You
have
to
govern
the
reality
you
inherited.
That
means
mapping
actual
behavior
instead
of
theoretical
workflows.

Corporate
Memory
Is
Being
Built
Bot
By
Bot

One
of
the
most
interesting
ideas
in
Heath’s
book
is
“conversational
time
travel.”
He
imagines
a
world
where
people
talk
to
digital
versions
of
themselves
constructed
from
data
and
past
interactions.
While
it
sounds
like
science
fiction,
the
corporate
version
is
happening
right
now.
Every
AI
tool
used
across
your
company
is
learning
your
patterns,
documents,
tone,
internal
preferences,
and
workflows.
Even
if
you
never
approved
it.

If
you
do
nothing,
that
becomes
your
corporate
memory.
Not
the
official
retention
schedule.
Not
the
carefully
governed
document
library.
The
machine
memory
is
built
from
prompt
histories,
scraped
emails,
and
user
behavior.
And
once
that
memory
exists
in
external
systems,
you
cannot
meaningfully
retrieve
it.

Most
organizations
are
not
prepared
for
that.
It
affects
IP
strategy.
It
affects
confidentiality.
It
affects
investigations
and
discovery.
It
affects
employment.
It
affects
vendor
risk.
And
it
affects
culture,
because
an
organization
eventually
becomes
what
it
repeats.

The
Ethical
Frame:
Legacy
Is
Being
Written
Without
Consent

When
Heath
talks
about
legacy,
he
means
something
broader
than
posterity.
He
means
the
record
of
who
we
are
that
persists
in
data
and
models
long
after
the
moment
passes.
The
same
applies
to
organizations.
Every
decision
to
use
or
ignore
AI
tools
becomes
part
of
a
legacy
of
accountability.

Ignoring
unintentional
adoption
does
not
protect
the
organization.
It
cedes
control.
It
also
weakens
your
moral
authority
to
govern
intentional
adoption
later.
If
your
teams
have
spent
two
years
improvising
with
AI,
they
will
not
welcome
restrictions
that
arrive
late
and
without
context.
Governance
fails
when
it
does
not
reflect
reality.

Heath
puts
it
simply:
“If
we
do
not
engage
now,
we
are
outsourcing
our
legacy
to
whoever
builds
these
tools.”
For
in-house
counsel,
that
should
feel
familiar.
It
is
the
same
lesson
the
profession
learned
with
SaaS,
cloud,
and
messaging
platforms.
Technology
expands
faster
than
policy.
Culture
stabilizes
before
legal
notices.
And
by
the
time
legal
catches
up,
the
risk
surface
is
already
shaped.

The
Practical
Question:
How
Should
In-House
Counsel
Respond
Now

The
first
step
is
acknowledging
that
unintentional
adoption
is
already
happening.
This
is
not
a
failing.
It
is
a
signal.
Employees
are
trying
to
solve
real
workflow
pain
that
the
business
has
not
solved
for
them.
That
makes
AI
governance
a
partnership
project,
not
an
audit.

The
second
step
is
to
map
reality.
Not
a
theoretical
inventory.
A
real
one.
Which
teams
are
using
AI?
Which
tools.
For
what
purposes?
With
what
data?
If
you
run
a
risk
program,
treat
it
like
a
shadow
supply
chain
mapping
exercise.
You
cannot
govern
what
you
cannot
see,
and
you
cannot
see
what
you
do
not
ask.

Once
you
know
what
is
actually
happening,
you
can
design
something
livable.
Lightweight
approvals.
Clear
no-go
zones.
A
set
of
recommended
tools
that
do
not
expose
the
company
to
unnecessary
risk.
A
permissions
framework
that
reflects
the
actual
risk
of
the
underlying
work.
And
a
governance
model
that
prioritizes
what
matters
rather
than
policing
every
experiment.

Lastly,
you
have
to
think
several
steps
ahead.
Because
the
real
risk
is
not
the
tools
your
employees
are
using
today.
That
is
the
short-term
headache.
The
long-term
risk
is
the
implicit
“corporate
memory”
being
built
from
those
choices.
You
will
inherit
it
if
you
do
nothing.
You
can
shape
it
if
you
intervene.

Why
This
Matters
Right
Now

Heath’s
fictional
world
includes
a
moment
he
calls
the
“gray
data
breach.”
A
catastrophic
exposure
of
intimate
personal
data
that
forces
society
to
split
into
two
markets.
Privacy
by
default
and
privacy
as
a
luxury.
It
is
fiction.
It
is
also
plausible.
And
in
the
corporate
context,
we
are
already
watching
that
divide
form.
Some
companies
treat
privacy
as
a
fundamental
value.
Others
treat
it
as
a
premium
feature.
Employees
are
making
similar
choices,
sometimes
unconsciously,
every
time
they
choose
a
tool.

Fiction
is
useful
because
it
lets
us
ask
future
questions
early.
For
in-house
counsel,
the
core
question
is
this:
What
version
of
your
company
do
you
want
the
future
to
inherit?

If
you
do
nothing,
the
answer
will
be
accidental.
You
will
inherit
a
patchwork
of
AI
tools,
fragmented
data
trails,
inconsistent
decision
logic,
and
models
trained
on
content
you
never
reviewed.

If
you
engage,
you
can
make
your
organization
intentional.
You
can
define
what
is
protected,
what
is
shared,
what
is
stored,
and
what
is
deleted.
You
can
set
the
tone
for
identity,
governance,
and
culture
long
before
regulators
decide
what
the
floor
looks
like.

This
is
the
work
of
in-house
counsel
in
the
age
of
AI.
Identify
what
is
already
happening.
Shape
behavior.
Protect
the
organization.
And
build
a
legacy
that
the
future
will
not
regret
inheriting.

---

Olga
V.
Mack
is
the
CEO
of
TermScout,
where
she
builds
legal
systems
that
make
contracts
faster
to
understand,
easier
to
operate,
and
more
trustworthy
in
real
business
conditions.
Her
work
focuses
on
how
legal
rules
allocate
power,
manage
risk,
and
shape
decisions
under
uncertainty.


A
serial
CEO
and
former
General
Counsel,
Olga
previously
led
a
legal
technology
company
through
acquisition
by
LexisNexis.
She
teaches
at
Berkeley
Law
and
is
a
Fellow
at
CodeX,
the
Stanford
Center
for
Legal
Informatics.


She
has
authored
several
books
on
legal
innovation
and
technology,
delivered
six
TEDx
talks,
and
her
insights
regularly
appear
in
Forbes,
Bloomberg
Law,
VentureBeat,
TechCrunch,
and
Above
the
Law.
Her
work
treats
law
as
essential
infrastructure,
designed
for
how
organizations
actually
operate.

It
is,
officially,
not
a
crime
to
wear
an
inflatable
penis
costume
to
a
protest
in
Alabama.
We
should
not
have
needed
a
trial
for
this,
and
yet
here
we
are.

As

Techdirt
explained
last
week,
Renea
Gamble
—
a
62-year-old
grandmother
—
was
arrested
last
October
at
a
“No
Kings”
anti-Trump
protest
in
Fairhope,
Alabama
for
the
crime
of
wearing
a
7-foot
inflatable
phallus
from
Spirit
Halloween
while
waving
a
sign
reading
“No
Dick
Tator.”
Corporal
Andrew
Babb
of
the
Fairhope
Police
Department
approached
Gamble,
told
her
he
was
“serious
as
a
heart
attack,”
before
throwing
her
to
the
ground,
calling
for
backup,
and
handcuffing
the
senior
citizen
for
disorderly
conduct
or
something
in
that
vein.

The
scene
was
captured
on
bodycam
footage
that
subsequently
went
viral,
because
that’s
what
happens
with
video
of
multiple
cops
trying
to
stuff
a
giant
penis
into
the
back
of
a
squad
car.
That’s
what
the
internet
is
for.

Claiming
she
was
engaged
in
“disorderly
conduct,”
the
officer
demanded
to
know
how
Gamble
would
explain
the
costume
to
his
children.
The
answer,
of
course,
is
that
they’re
his
kids
and
it’s
not
the
rest
of
the
world’s
job
to
protect
him
from
awkward
conversations.

Rather
than
doing
the
smart
thing
and
quietly
pretending
the
whole
episode
never
happened,
Fairhope’s
city
attorney
doubled
down,
slapping
Gamble
with
additional
charges
including
disturbing
the
peace
and
giving
a
false
name
to
law
enforcement.
That
last
one
stemming
from
Gamble
obviously
sarcastically
telling
officers
her
name
was
“Auntie
Fa”
after
they’d
already
pinned
her
to
the
ground.
Hey,
you
miss
100
percent
of
the
shots
you
don’t
take!

You
also
miss
a
hefty
percentage
of
the
obviously
frivolous
charges
you
bring,

which
is
what
happened
here.

On
Wednesday,
Fairhope
Municipal
Judge
Haymes
Snedeker
acquitted
Gamble
on
every
count
—
misdemeanor
disorderly
conduct,
resisting
arrest,
disturbing
the
peace,
and
the
false
name
charge.
Who
would
have
thought
a
closing
argument
that
included
the
immortal
line,
“There
is
no
constitutional
right
to
wear
a
total
erect
penis
on
the
side
of
the
road,”
would
shrivel
in
the
cold
reality
of
a
judicial
proceeding.

And
yet,
even
while
clearing
Gamble,
Judge
Snedeker
engaged
in
what
can
only
be
described
as
judicial
baby-splitting.
Concluding
that
he
didn’t
believe
Corporal
Babb
was
trying
to
suppress
Gamble’s
free
speech
rights,
Snedeker
suggested
there
“may
have
been”
enough
probable
cause
for
the
arrest
if
not
enough
to
convict.

It
strains
credulity
to
see
this
as
anything
other
than
an
attempt
to
stifle
her
free
speech
rights.
One
suspects
Judge
Snedeker
hoped
that
letting
Gamble
off
the
hook
while
patting
the
cops
on
the
head
and
telling
them
they
didn’t
do
anything
wrong
would
allow
everyone
to
walk
away
saving
face.
It
took
a
lot
of
judicial
hubris
to
think
that
would
work.

One
might
even
call
it…
cocky.

“As
Alabamians,
we
dare
to
defend
our
rights,”
[Gamble]
said.
“This
fight
is
not
over.”

Her
attorney,
David
Gespass,
said
a
countersuit
accusing
the
Fairhope
Police
Department
of violating
Gamble’s
First
Amendment
rights is
likely.

“This
is
the
only
reasonable
conclusion
the
judge
could
have
drawn,”
he
said.
“Whether
or
not
there
was
probable
cause,
as
the
judge
claimed
there
was,
that’s
another
question
for
another
time.
I
disagree
with
that
as
well.”

Maybe
ixnay
on
the
whole
“Alabamians
defend
their
rights”
talk.
That’s
historically
not
been
a
great
tagline.
Still,
in
this
case,
it
does
seem
as
though
Gamble
has
good
cause
to
pursue
the
case
further.

Since
Gamble’s
arrest,
the
local
No
Kings
protests

have
grown
to
nearly
1,200
attendees.
Gamble
herself
returned
to
a
recent
rally
—
masked
and
wearing
an
inflatable
eggplant
costume.

How
will
Babb
explain
that
costume
to
his
kids?!?

Earlier:

Prosecutors
Still
Trying
To
Convict
62-Year-Old
Woman
For
Wearing
Penis
Costume
To
Anti-Trump
Protest

---

Joe
Patrice is
a
senior
editor
at
Above
the
Law
and
co-host
of

Thinking
Like
A
Lawyer.
Feel
free
to email
any
tips,
questions,
or
comments.
Follow
him
on Twitter or

Bluesky
if
you’re
interested
in
law,
politics,
and
a
healthy
dose
of
college
sports
news.
Joe
also
serves
as
a

Managing
Director
at
RPN
Executive
Search.

Ed.
note:
Welcome
to
our
daily
feature, Quote
of
the
Day.

There
is
some
very
strategic
and
intentional
thinking
that
has
been
part
of
a
much
more
serious
growth
effort
at
some
firms.
They
are
recognizing
that
their
relative
size
and
profitability
compared
to
rivals
is
important.

— 
Kent
Zimmermann,
a
partner
at
the
law
firm
consultancy
Zeughauser
Group,
in
comments
given
to

Bloomberg
Law,
concerning
some
of
the
changes
that
Kirkland’s
competitors
have
made
in
order
to
keep
up
with
the
biggest
of
the
Biglaw
Joneses.
“It’s
no
time
to
take
the
foot
off
the
gas,”
Zimmermann
said.

---

Staci
Zaretsky is
the
managing
editor
of
Above
the
Law,
where
she’s
worked
since
2011.
She’d
love
to
hear
from
you,
so
please
feel
free
to email her
with
any
tips,
questions,
comments,
or
critiques.
You
can
follow
her
on Bluesky, X/Twitter,
and Threads, or
connect
with
her
on LinkedIn.

Let’s
talk
about
the
Eric
Swalwell
situation,
because
it
is,
as
they
say
in
the
legal
profession,
a
whole
thing.

For
the
unfamiliar:
Swalwell
—
a
California
congressman,
former
presidential
candidate,
fellow
attorney,
and
cable
news
fixture
who
made
a
cottage
industry
out
of
Trump
opposition
—
resigned
from
Congress
and
abandoned
his
California
gubernatorial
campaign
after
the
bottom
fell
out
spectacularly.
A

CNN
investigation
published
April
10
featured
four
women
describing
sexual
misconduct
by
the
representative,
including
a
former
staffer
who
says
he
raped
her
while
she
was
heavily
intoxicated,
leaving
her
bruised
and
bleeding.
That
former
staffer,
who
had
worked
for
Swalwell
since
she
was
20
years
old,
said
it
was
actually
the

second
time
he
had
nonconsensual
sexual
contact
with
her
while
she
was
drunk,
the
first
occurring
back
in
2019
when
she
was
still
on
his
staff.
Two
other
women
alleged
that
Swalwell
sent
them
unsolicited
explicit
messages
and
nude
photos
after
connecting
with
them
online
over
their
shared
interest
in
Democratic
politics.
The

allegations
describe
a
consistent
pattern:
Swalwell,
the
married
father
of
three,
targeted
women
in
their
twenties
who
were
finding
their
professional
footing,
making
them
feel
special
before
escalating
to
alleged
unwanted
physical
contact,
often
tied
to
heavy
drinking.

Swalwell
denied
everything,
calling
the
allegations
“false”
and
claiming
they
came
from
political
opponents
trying
to
kneecap
the
frontrunner
in
the
governor’s
race,
and
had
his
attorneys
fire
off
cease-and-desist
letters
to
two
of
the
accusers
within
days
of
CNN
first
seeking
comment.
Neither
the
denials
nor
the
legal
threats
did
much
to
stop
the
bleeding.
He
dropped
his
gubernatorial
campaign
(on
April
12)
and
then,
on
April
14,
resigned
from
Congress
entirely.
That’s
the
backdrop.
Now
here’s
the
Biglaw
angle,
and
yes,
there
is
very
much
a
Biglaw
angle.

Attorneys
at
some
of
the
most
recognizable
names
in
the
Am
Law
100
had
opened
their
wallets
for
Swalwell
in
a
big
way.
Donors
from
DLA
Piper,
Kirkland
&
Ellis,
Gibson
Dunn
&
Crutcher,
White
&
Case,
Paul
Hastings,
Morrison
&
Foerster,
and
others
had
contributed
tens
of
thousands
of
dollars
to
the
Democrat
as
he
championed
himself
as
a
rule-of-law
crusader
and
Trump
antagonist.
For
a
certain
stripe
of
Biglaw
lawyer,
Swalwell
was
catnip
—
a
prosecutor-turned-congressman
who
spoke
their
language.

Now
those
same
donors
are
doing
what
one
might
call
a
reevaluation.

Neal
Manne,
a
Susman
Godfrey
partner
in
Houston
who
made
a
$5,000
contribution
to
Swalwell’s
gubernatorial
campaign
last
fall,

told
Law.com
he
was
caught
off
guard
by
the
allegations.
“I
was
very
surprised
and
disappointed,”
Manne
said.
“It
seems
like
he
did
the
right
thing
in
terminating
his
gubernatorial
campaign
and
resigning
from
Congress.”
Manne
contextualized
his
support
the
way
many
donors
do
when
the
person
they
backed
turns
out
to
be,
well,
this:
“[Swalwell]
had
been
active
in
the
House
impeachment
of
President
Trump
[and]
spoke
in
support
of
the
rule
of
law,
which
is
something
that
is
important
to
me
as
a
lawyer,
and
so
I
have
made
a
political
contribution
to
him
as
I
have
hundreds
of
other
candidates.”
Swalwell
is,
apparently,
just
one
of
them.

Manne
wasn’t
the
only
Susman
Godfrey
partner
caught
in
this
particular
dragnet;
partners
Bill
Carmody,
Shawn
Rabin,
and
Stephen
Shackelford
also
contributed
thousands
to
Swalwell’s
now-defunct
gubernatorial
run.

Kristina
Lawson,
managing
partner
at
Hanson
Bridgett
in
San
Francisco,
made
two
separate
$5,000
contributions
to
the
campaign
and
issued
a
statement
that
left
little
ambiguity
about
where
she
stands
now,
“I
take
these
allegations
extremely
seriously
and
stand
with
victims
of
sexual
assault
and
misconduct.
I
deeply
regret
my
past
support.”

That’s
the
kind
of
clean,
unequivocal
statement
crisis
PR
professionals
dream
of.
Good
for
her.

But
there’s
at
least
one
Biglaw
contribution
that’s
more
problematic.

The
DLA
Piper
political
action
committee,
according
to
reporting
by
Law.com,
made
a
$5,000
contribution
to
the
Eric
Swalwell
for
Governor
2026
campaign
on
April
13
—
that’s
one
day

before
Swalwell
resigned
from
the
House
of
Representatives
and
one
day

after
his
gubernatorial
campaign
was
suspended.
And
the
CNN
investigation
dropping
the
sexual
misconduct
allegations
—
including
an
account
of
rape
from
a
former
staffer
—
published
on
April
10.
That’s
four
days
before
Swalwell
resigned,
and
three
days
before
DLA
Piper’s
PAC
cut
that
check.

Read
that
again
slowly:
the
allegations
were
public.
The
CNN
investigation
was
out.
And
then
the
contribution
went
through
anyway.

William
Minor,
the
managing
partner
of
DLA
Piper’s
Washington,
D.C.,
office
and
treasurer
of
the
DLA
Piper
PAC,
has
not
yet
commented.

Look,
the
donors
who
gave
before
April
10
have
a
ready-made
defense:
they
didn’t
know.
Swalwell
was,
by
Biglaw’s
political
calculus,
an
attractive
candidate;
an
attorney
who
invoked
the
rule
of
law,
opposed
Trump
loudly
and
often,
and
had
a
plausible
path
to
the
California
governor’s
mansion.
Manne’s
“I’ve
given
to
hundreds
of
people”
framing
is,
frankly,
a
pretty
honest
account
of
how
large-firm
political
giving
works.
You
write
checks,
sometimes
they
cash
awkwardly.

But
the
DLA
Piper
PAC
contribution
has
a
different
problem.
The
information
was
already
out
there.
That’s
not
a
matter
of
not
knowing
—
that’s
a
matter
of,
at
minimum,
not
paying
attention.
And
for
a
firm
that
would
like
to
be
seen
as
taking
issues
of
sexual
misconduct
seriously
(as
every
major
law
firm
claims
to),
the
optics
are,
to
put
it
diplomatically,
not
great.

The
women
who
came
forward
described
a
pattern
of
sexual
misconduct
by
Swalwell.
One
former
staffer
described
years
of
carrying
what
happened
to
her
in
silence.
“I’ve
always
lived
with
a
huge
secret,”
she
told
CNN.
“The
only
person
who
could
ruin
Eric
Swalwell
is
Eric
Swalwell.”

Those
women
deserve
to
have
their
accounts
treated
seriously.
The
Biglaw
donors
who
gave
in
good
faith
before
the
allegations
surfaced
deserve
some
measure
of
understanding.
And
the
DLA
Piper
PAC
deserves
some
pointed
questions
about
its
due
diligence
process.

---

Kathryn
Rubino
is
a
Senior
Editor
at
Above
the
Law,
host
of

The
Jabot
podcast,
and
co-host
of

Thinking
Like
A
Lawyer.
AtL
tipsters
are
the
best,
so
please
connect
with
her.
Feel
free
to
email

her
with
any
tips,
questions,
or
comments
and
follow
her
on
Twitter

@Kathryn1 or
Mastodon

@[email protected].

Make
a
move
that
looks
like
a
win
on
paper,
and
you
may
quietly
lose
ground
where
it
matters
most.

Lawyers
do
this
all
the
time.
They
take
the
call
from
a
recruiter,
hear
a
bigger
number,
see
a
better
title,
and
convince
themselves
it
is
progress.
Sometimes
it
is.
Often
it
is
not.
A
few
years
later,
they
are
billing
more
hours,
earning
a
bit
more
money,
and
wondering
why
they
still
do
not
control
their
practice.

The
problem
is
not
the
move.
The
problem
is
the
lens
through
which
the
move
was
evaluated.

Define
the
Career
You
Are
Actually
Trying
to
Build

Decide
early
whether
you
want
to
be
an
employee
or
an
owner.

If
your
goal
is
to
become
an
equity
partner,
then
you
are
not
just
choosing
a
job.
You
are
choosing
a
platform
to
build
a
business.
That
requires
a
different
mindset.
You
are
no
longer
asking
what
the
firm
will
give
you.
You
are
asking
what
the
firm
will
allow
you
to
become.

That
distinction
separates
lawyers
who
build
careers
from
lawyers
who
cycle
through
firms.

Too
many
lawyers
never
pause
long
enough
to
define
the
end
goal.
They
move
reactively.
They
optimize
for
the
next
year
instead
of
the
next
decade.
And
they
wake
up
years
later
with
a
strong
resume
but
no
real
leverage.

Recognize
the
Limits
of
Salary

Understand
that
salary
is
the
easiest
number
to
compare
and
the
hardest
one
to
grow.

A
base
salary
feels
safe.
It
is
guaranteed.
It
is
immediate.
It
gives
you
a
sense
of
progress.
But
it
is
also
capped.
It
is
tied
to
hours,
internal
budgets,
and
decisions
made
by
others.

Contrast
that
with
generating
your
own
work.
When
you
bring
in
business,
the
ceiling
changes.
Your
value
is
no
longer
tied
to
what
you
bill.
It
is
tied
to
where
you
originate.
That
is
where
careers
accelerate.

Yet
many
lawyers
trade
that
upside
for
a
slightly
higher
salary.
They
move
to
firms
where
they
will
be
well
paid
but
structurally
dependent.
They
become
very
good
at
doing
the
work,
but
never
get
the
opportunity
to
own
it.

That
is
not
a
short-term
trade.
That
is
a
long-term
constraint.

Press
for
Real
Answers
About
Partnership

Ask
how
people
actually
make
equity
partner,
not
how
the
firm
describes
it
in
a
brochure.

Every
firm
says
there
is
a
path.
Fewer
can
show
you
one.
Look
beyond
the
talking
points.
Ask
how
many
lawyers
have
made
equity
partner
in
recent
years.
Ask
how
long
it
took.
Ask
what
level
of
business
they
had
when
they
got
there.

Also,
ask
about
the
buy-in.
Even
if
you
do
not
get
an
exact
number,
you
should
get
a
sense
of
the
range.
More
importantly,
you
should
understand
what
level
of
originations
the
firm
considers
meaningful.

Some
firms
are
transparent.
Others
are
not.
When
the
answers
feel
vague
or
constantly
shifting,
assume
the
target
is
unclear
internally
as
well.
That
makes
your
job
harder.

Clarity
gives
you
something
to
build
toward.
Ambiguity
keeps
you
guessing.

Take
Inventory
of
Your
Actual
Book

Be
honest
about
the
work
you
can
bring
in
today
and
in
the
near
future.

Many
lawyers
overestimate
this.
Others
underestimate
it.
Both
mistakes
matter.
You
need
a
clear-eyed
view
of
your
relationships,
your
potential
clients,
and
the
rates
they
will
support.

If
your
network
generates
insurance
defense
or
coverage
work,
that
is
valuable.
But
it
typically
comes
with
lower
rates.
If
you
move
to
a
firm
that
expects
premium
rates
across
the
board,
your
clients
may
not
follow
you.
Or
the
firm
may
not
want
the
work.

That
leaves
you
in
a
difficult
position.
You
are
busy,
but
not
building
anything
that
is
yours.

The
right
firm
is
not
the
one
with
the
highest
rates.
It
is
the
one
that
aligns
with
the
work
you
can
realistically
generate.

Make
Sure
the
Firm
Wants
Your
Clients

Pay
attention
to
what
the
firm
actually
values,
not
just
what
it
says
it
values.

Every
firm
has
a
personality.
You
can
see
it
in
the
matters
it
highlights,
the
clients
it
prioritizes,
and
the
lawyers
it
rewards.
If
your
type
of
work
does
not
fit
that
profile,
you
will
feel
it.

It
may
show
up
in
subtle
ways.
Resistance
to
taking
on
certain
clients.
Questions
about
rates.
Lack
of
enthusiasm
when
you
bring
in
opportunities.

Over
time,
that
friction
discourages
you
from
developing
your
own
business.
You
start
to
question
whether
it
is
worth
the
effort.
You
begin
referring
work
out
instead
of
bringing
it
in.

That
is
how
potential
books
of
business
disappear
before
they
ever
take
shape.

Evaluate
the
Investment
in
Your
Growth

Accept
that
building
a
practice
requires
time,
money,
and
institutional
support.

You
will
need
to
attend
conferences,
join
organizations,
travel,
speak,
and
invest
in
relationships.
Those
efforts
cost
money.
They
also
take
you
away
from
billable
work.

So
ask
what
support
the
firm
provides.
Is
there
a
meaningful
marketing
budget?
Is
it
accessible?
Are
there
people
who
can
help
you
develop
your
profile
and
expand
your
reach?

If
the
answer
is
that
you
are
on
your
own,
you
can
still
succeed.
But
you
will
be
doing
it
without
a
safety
net.
Every
dollar
spent
and
every
hour
invested
will
come
directly
from
you.

A
firm
that
supports
your
efforts
is
investing
in
your
future
value.
That
matters.

Think
About
the
Size
of
the
Platform

Consider
how
far
your
relationships
can
take
you
within
the
firm.

If
you
are
building
a
network
that
spans
multiple
industries
or
jurisdictions,
you
need
a
firm
that
can
capture
that
work.
A
broader
platform
allows
you
to
say
yes
more
often.
It
allows
you
to
keep
work
in-house
rather
than
sending
it
elsewhere.

Without
that
platform,
you
become
a
connector
who
cannot
fully
capitalize
on
your
connections.
You
introduce
opportunities,
but
cannot
service
them.
Over
time,
that
limits
both
your
growth
and
your
credibility.

A
firm
with
a
wider
footprint
gives
you
more
ways
to
convert
relationships
into
work.

Align
Rates
With
Reality

Accept
that
not
every
client
can
or
will
pay
top-of-market
rates.

There
is
a
natural
desire
to
move
up
the
rate
ladder.
Higher
rates
signal
prestige
and
can
increase
revenue.
But
they
also
narrow
the
pool
of
clients
who
can
hire
you.

If
your
network
includes
clients
with
different
budgets
and
needs,
you
need
a
firm
that
can
accommodate
that
range.
Otherwise,
you
will
constantly
be
trying
to
force
clients
into
a
pricing
structure
that
does
not
fit.

That
tension
either
drives
clients
away
or
keeps
you
from
bringing
them
in
at
all.

Alignment
between
your
clients
and
your
firm’s
economics
is
critical.
Without
it,
growth
becomes
difficult.

Focus
on
the
Long
Game

Look
past
the
first
year
and
think
about
where
you
will
be
in
ten
years.

The
first-year
numbers
are
easy
to
measure.
The
long-term
trajectory
is
not.
But
it
is
far
more
important.

Ask
yourself
whether
the
move
puts
you
in
a
position
to
build
something
that
lasts.
Will
you
have
the
opportunity
to
develop
clients,
grow
relationships,
and
create
a
sustainable
book
of
business?
Or
will
you
be
primarily
servicing
the
work
of
others?

The
answer
to
that
question
will
define
your
career
far
more
than
any
signing
bonus.

Come
Back
to
Where
We
Started

Make
a
move
that
looks
like
a
win
on
paper,
and
you
may
quietly
lose
ground
where
it
matters
most.

The
lawyers
who
get
where
they
want
to
go
are
deliberate.
They
choose
environments
that
support
their
goals.
They
align
their
firms
with
their
clients.
They
prioritize
opportunity
over
immediate
compensation.

They
understand
that
the
real
objective
is
not
just
to
work
at
a
firm,
but
to
become
part
of
the
business
itself.

Everything
else
is
temporary.

---

Frank
Ramos
is
a
partner
at
Goldberg
Segalla
in
Miami,
where
he
practices
commercial
litigation,
products,
and
catastrophic
personal
injury. You
can
follow
him
on LinkedIn,
where
he
has
about
80,000
followers.