JPM, UPL and In-House Counsel

When does lawyering for multi-state businesses across state lines become the unauthorized practice of law? Is physical presence required? Do calls or emails suffice? Can you advise on other states' laws? This course looks at the key rules, cases, disciplinary actions, ethics opinions and guidance.

UPL has consequences!

Even though the likelihood of civil or disciplinary actions against in-house counsel for UPL are low, the consequences could be severe, including legal defense fees, suspension or disbarment, civil and criminal penalties, legal fees becoming tainted and uncollectible, and the potential loss of attorney-client privilege for the client – a substantial malpractice liability risk.

Safe harbors for in-house counsel?

In-house counsel with MJP UPL exposure should fully understand what safe harbor-type protections they have access to in relevant states under Rule 5.5(d)(1) variants or other in-house licensing schemes. From that foundation, in-house counsel can assess their state-by-state safe harbor gaps and what best practices can be derived from the case law and other guidance to mitigate those gaps regarding interstate operations, constituents, contracts, travel, legal advice, negotiations, and other forms of representation.

All the MJP with none of the UPL!

Outside the limited safe harbors for in-house counsel, the UPL rules, case law, guidance, ethics opinions, and disciplinary decisions point to clear best practices for avoiding UPL issues. These risk-lowering principles are applicable to all multi-jurisdictional practices. They also provide an analytical framework for understanding UPL risks and MJP opportunities in representing largely virtual companies and in multi-client work as fractional counsel.

About the course

Many in-house attorneys find themselves thrust into an inherently interstate, or multi-jurisdictional practice (“MJP”), with company operations, officers, and other key constituents located in multiple states, not to mention negotiations with parties in various states, contracts and governance documents governed by the laws of various states and disputes and other matters arising where they may. When does MJP violate state prohibitions against the unlicensed or unauthorized practice of law, or UPL? Although these questions can be just as challenging for law firm lawyers, in-house counsel are often immersed in them on a regular basis, whether they realize it or not. The course examines and explains the UPL legal framework and the key rules, cases, ethics opinions, guidance, and disciplinary decisions governing MJP and UPL. The UPL framework has undergone significant changes in recent years. Few if any have attempted to pull together and analyze the full scope, meaning and significance of the changes, particularly as they relate to in-house counsel and others who work with business clients. This course seeks to fill that gap by analyzing the evolution of UPL from the seminal Birbrower case, the ABA's subsequent adoption of an in-house safe harbor model rule, the varied state-by-state responses to that model rule, and the regulatory, societal and structural changes brought about by the COVID-19 pandemic, including new "remote work" rules for lawyers, the rise of work-from-home across the economy, the advent of entirely virtual companies with no offices, and the proliferation of fractional professionals, including fractional counsel. While the course focuses on the unique circumstances of in-house counsel, the basic principles are applicable to all multi-jurisdictional practices.

Paul Swegle

Paul is a practicing attorney and an adjunct law professor teaching entrepreneurial law and finance at Seattle University School of Law and Gonzaga University School of Law. He has advised more than 100 startups and emerging growth companies and is also currently in-house chief legal officer/general counsel to nine innovative companies involved in medical diagnostics, virtual health, remote patient monitoring, SaaS, AI, medical devices, e-commerce, and retail technology. Paul has completed $16+ billion of financings and M&A deals, including growing and selling startups to public companies ING, Capital One, Nortek, and Abbott Laboratories. He was a lawyer for the U.S. Securities and Exchange Commission and for the Department of Justice early in his career. He is the author of two books used in law schools and MBA schools all over the world, Startup Law and Fundraising for Entrepreneurs and Startup Advisors, and Contract Drafting and Negotiation for Entrepreneurs and Business Professionals. He is also the Editor of the StartupGC Blog™ https://www.startupgc.us/blog Paul founded his own startup in 2026, General Counsel Audit, Inc., launching a SaaS due diligence product for startup founders, attorneys, advisors, and investors called General Counsel Audit™ - https://generalcounselaudit.com/ Paul is a member of the Washington State Bar Association and has served on its highest governing body, the WSBA Board of Governors. He is Chair of the WSBA Securities Law Committee and serves on the Executive Committee of the Business Law Section. He previously served two terms as Chair of the WSBA Corporate Counsel Section. Paul is a graduate of the University of Washington School of Law.

Curriculum

1 Chapter · 38 Lessons

1
MJP, UPL, and In-House Counsel
1. (Included in full purchase)
  MJP, UPL, and In-House Counsel - Course Video
2. (Included in full purchase)
  Course Materials - MJP, UPL, and In-House Counsel
3. (Included in full purchase)
  Course Evaluation
4. (Included in full purchase)
  Birbrower v. Superior Court
5. (Included in full purchase)
  Understanding-US-Multi-Jurisdictional-Practice-Challenges-Report - Sept 2025
6. (Included in full purchase)
  Florida House Counsel Rule - 2026_04-OCT-Chapter-17-RRTFB-10-27-2025
7. (Included in full purchase)
  Oregon FORMAL OPINION NO 2022-200 Remote Work and Unlawful Practice of Law
8. (Included in full purchase)
  DC CUPL-Opinion-24-20 - OPINION 24-20 Teleworking from Home and the COVID-19 Pandemic
9. (Included in full purchase)
  Behind Bars_ Are Corporate Counsel Captive to State Licensure - William and Mary Law Review 2003
10. (Included in full purchase)
  Indiana 2010 CLE Article re Indiana Ethics Curbstone - april-2010-inhouse-counsel-and-unauthorized-practice-of-law-
11. (Included in full purchase)
  FL Authorized House Counsel Rule - Chapter-17-RRTFB-5-10-24
12. (Included in full purchase)
  PA v. Leonard Collett re UPL - June 2019 - 68DB2019-Collett pdf print
13. (Included in full purchase)
  Colo. R. Prof-l. Cond. 5.5 - Rule 5.5
14. (Included in full purchase)
  COLORADO RULES OF CIVIL PROCEDURE CHAPTER 18 - Single-Client Certification Rule 222
15. (Included in full purchase)
  Here _ There_ Remote Work in WA - Washington State Bar News - Mark Fucile 06.12.2023
16. (Included in full purchase)
  Is It Time to Revisit the Constitutionality of Unauthorized Practice of Law
17. (Included in full purchase)
  Washington In-House Counsel License - APR 8(f) - GA_APR_08_00_00
18. (Included in full purchase)
  Wisconsin Ethics Opinion on Working Remotely (Jan 2021) - EF-21-02 Working Remotely
19. (Included in full purchase)
  Alabama Authorized House Counsel AHC Application for Certification
20. (Included in full purchase)
  Florida In-House Counsel - Certification-of-Applicant-Revised
21. (Included in full purchase)
  Iowa Registration as House Counsel - 91212 ord re icr 31_16
22. (Included in full purchase)
  PA Office of Disciplinary Counsel v. James Vassallo 2018-2511-dd3
23. (Included in full purchase)
  Florida House Counsel Rule - 2026_04-OCT-Chapter-17-RRTFB-10-27-2025
24. (Included in full purchase)
  Texas Opinion_707 Re Rule 5.5(c) and In-House Counsel - May 2025
25. (Included in full purchase)
  Colorado Rules of Admission to Practice Law in Colorado March 2025
26. (Included in full purchase)
  WA GA_APR8 f re Exception for House Counsel
27. (Included in full purchase)
  Office of Disciplinary Counsel v. Vassallo (Pennsylvania_ 2018) - 68DB2019-Collett
28. (Included in full purchase)
  Disciplinary Counsel v. Maciak - 2018 OHIO 544_ 153 Ohio St.3d 185_ 102 N.E.3d 485
29. (Included in full purchase)
  Disciplinary Counsel v. Troller_ 138 Ohio St.3d 307_ 2014-Ohio-60 -2014-ohio-60
30. (Included in full purchase)
  In re Disciplinary Action Against Lewis - Supreme Ct of Minnesota 2024
31. (Included in full purchase)
  Petition - Disciplinary Action - Attorney Michael D Lewis - Minnesota
32. (Included in full purchase)
  Attention General Counsel - UPL and You - Bench _ Bar of Minnesota – December 2018
33. (Included in full purchase)
  In Re Eric Trygve Olson - Public Censure - Tennessee 2020
34. (Included in full purchase)
  Brashers-Krug UPL Reprimand - Iowa - 2024
35. (Included in full purchase)
  Brashers-Krug UPL 60 Day Suspension - Iowa - 2025
36. (Included in full purchase)
  WA GR 24 Defining the Practice of Law
37. (Included in full purchase)
  In re Reinstatement of DeBacker - OK (2008)
38. (Included in full purchase)
  DE Rules of Unauthorized Practice of Law Subcommittee

Practice law to your fullest potential by knowing the permissible boundaries of multi-jurisdictional practice.

Boost your MJP and keep it authorized!

$125.00

Enroll now

MJP, UPL and In-House Counsel