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Ask the Experts

Q: Having previously been a mid-level associate at a large firm, I am about to negotiate a first time of counsel position with a boutique firm. Are there typical market practices? What can I expect in terms of compensation and fee sharing. What other advice can you give to someone going into an of counsel relationship for the first time?

Congratulations on your opportunity to work as "Counsel" in a law firm. The position of "Counsel" has a somewhat broad meaning and, depending on the law firm, can be also called "Of Counsel" or "Special Counsel." According the Formal Opinion 90-357 of the American Bar Association, there are four acceptable definitions of the term "Of Counsel": (1) a part time attorney who practices law in association with a firm but on a basis different from the mainstream lawyer in the firm; (2) a retired partner of the firm who, although not actively practicing law, nonetheless remains associated with the firm and available for occasional consultation; (3) a lawyer brought into the firm laterally with the expectation of becoming partner after a relatively short period of time; or (4) a permanent status in between those of partner and associate.

The fact that you are currently a mid-level associate at a law firm it is likely that you fall under either category (3) or (4) above. If that is the case, you will be joining the firm with a status superior to that of a senior associate and should be compensated accordingly. The amount of compensation paid to Counsel varies depending on the law firm. Knowing the benefits and salary of a senior associate at the firm will provide you with a benchmark of what to expect. In addition to compensation which would include not only base salary and bonus other benefits would include receiving a client development and marketing budget.

Because you will not be joining the firm as a partner, you will probably not be entitled to share in the profits of the firm through equity. You might want to consider negotiating to receiving a percentage of profits from clients that you bring into the firm through your own efforts. In order to publicize your position in the firm, you should also receive business cards with your title as well as a description of your bio on the firm's website.

Your law school's career services office may also be able to provide helpful resources and information on how to negotiate the terms of your position with your new employer.