We are business and ethics lawyers for California law firms. At O’Rielly & Roche LLP, our practice focuses on serving California law firms, in-house legal departments, and law-related businesses, when comprehensive experience and an outside perspective is needed.

Our Firm

Law firm partners and managers are called upon to do a lot. Most have responsibility for administrative and management functions at the firm while also running their own busy practices, meeting the demands of clients, managing attorney and staff teams, and supporting their colleagues.

This means that law firm partners don’t always have the time they might like to dedicate to proper management of their law firms. Client work always comes first, as it should, and law firm practice management, law firm risk management, and compliance can seem like a distant second. Even sophisticated in-house counsel needs independent advice and guidance on both long term strategies and issues that require immediate attention.


That’s where we come in. Our law firm is exclusively focused on counseling and advising California law firms on the legal, ethical, and risk management issues they face day in and day out—and that’s the fundamental reason why we’re different. We understand law firms. Our exclusive focus, our ability to think creatively, the wide ranging experience of our attorneys, and the discretion with which we treat our clients’ sensitive information gives those we serve a distinct advantage. All of this means that, in the vast array of legal issues affecting law firms, attorneys, and law-related businesses in California, we provide Counsel on Point.



We have the ability to identify, address, and resolve potentially serious risks to our clients’ businesses because that’s all we focus on.


Our attorneys bring energy, vigor, fresh ideas, and a unique perspective—born of experience—to the challenges our clients face.

Diverse Experience

Every member of our team has diverse experience as a lawyer. We draw on the perspective gained through this wide-ranging experience to cover all the bases.


Because of our boutique size and exclusive practice focus, clients can be confident that their matters will be handled with the utmost discretion and their information will remain within the four walls of our firm.


Our law firm is focused on counseling and advising California law firms and in-house legal teams on the legal, ethical, and risk management issues they face.


Our clients seek our advice and counsel on questions related to law firm risk management and legal ethics, law firm and law-related business advice and planning, and law firm transitions:

Law Firm General Counsel

We serve as an outside General Counsel to California law firms providing comprehensive counsel designed around the critical functions for law firm risk management:

  • managing and resolving real-time legal and ethical issues that arise in law practice;
  • managing and resolving partner and firm transitions; and
  • identifying and implementing law firm risk management best practices.

Legal Ethics Counsel

We are independent, confidential counsel who understand how law firms work and know the practical realities of lawyering to guide law firms through these ethical gray areas, providing:

  • timely and thoughtful analysis of legal ethics issues, in the context of changing regulations, internal compliance systems, and real-world ethical dilemmas;
  • legal ethics compliance and planning as a law firm best practice, developing policies tailored to fit law firm culture and overall business strategy; and
  • drafting and revising key law firm documents to ensure compliance with current legal and ethical obligations.

Law Firm Formation and Planning

We counsel and advise California law firms on strategic formation, structure, and policy issues, including:

  • developing and drafting partnership agreements and other firm organizing documents;
  • developing and documenting partner compensation systems, attorney promotion systems, succession planning and partner retirement systems; and
  • developing and executing law firm start-up planning and law firm growth planning.

Law Firm Dissolution

We counsel and advise California law firms on all phases of the dissolution process, including:

  • pre-dissolution considerations, other options, and planning;
  • checklists and analysis for winding up the law firm in compliance with legal and ethical obligations, considering key questions around the return of capital and partner compensation; and
  • terminating the law firm in a way to best protect law firm partners from unnecessary risk and potential personal liability.

Partner Departure Law

We counsel and advise California law firms, groups, and partners in connection with law firm transitions, including:

  • law firms managing attorney transitions and separations, including voluntary departures, dissolutions and mergers, retirement, resignations, ejectments, impairment-related departures, discipline-related events, partner disability, and death;
  • partner or group departures;
  • acquiring lateral partners or groups; and
  • managing and navigating law firm mergers.

Law-Related Businesses

We counsel and advise California law-related businesses operating in the legal industry on compliance, regulatory, structure, and operations issues for alternative legal service providers, including:

  • compliance with California legal and ethics rules;
  • California State Bar regulatory compliance;
  • entity structure for lawyer- and non-lawyer owned law-related businesses; and
  • fee agreements and fee-sharing issues, legal marketing and sales, advertising and solicitation, and billing and administrative service agreements.


The specific situations in which our clients call upon us are varied and multi-faceted, but all involve the legal, ethical, and risk management issues facing law firms, attorneys, and law-related businesses. The types of clients we serve include:

Small to Mid-Sized Law Firms

Many small to mid-sized law firms in California lack a dedicated in-house general counsel and turn to O’Rielly & Roche LLP for ongoing support. We help firms proactively plan and take action to mitigate risks and react to fast-developing events, such as partner departures and legal ethics issues, as they arise.

Large Law Firms

Large law firms based in California or with California offices, which typically have robust in-house general counsel capabilities, engage O’Rielly & Roche LLP for a fresh, independent perspective rooted in our attorneys’ deep experience analyzing and resolving legal and ethical issues that large law firms face routinely, including avoiding and resolving conflicts, avoiding disqualification motions, structuring and documenting fee agreements, common interest agreements, partner separation agreements, and similar critical functions.

In-House Legal Departments and Technology Companies

We provide ongoing advice and counsel to in-house corporate counsel, including technology companies, on a wide-variety of legal ethics and risk management issues. In our capacity as outside general counsel, we work collaboratively with in-house legal teams to ensure that our recommendations are consistent with the particular culture, governance and overall business strategy of the company.

Start-Up Firms

Technology and the changing times have created new opportunities for lawyers to make their law practices nimble but more productive than ever before. This has led many lawyers to consider opening their own law firm or a satellite office in California. We provide advice, counsel, and planning to help lawyers looking to make these transitions, including developing and executing law firm start-up planning, law firm growth planning, partnership compensation systems, developing and drafting partnership agreements, other firm organizing documents and policies for the new firm.

Groups of Attorneys

For partners or groups leaving a law firm, we provide comprehensive solutions and advice to comply with your ethical and legal obligations to your clients and the firm during any transition, including pre-departure considerations, analyzing and negotiating new offers, client and law firm notice, departure logistics, anticipating and resolving existing partnership obligations and getting paid.

Law-Related Businesses

Technology has ushered in a new age of legal services and the legal marketplace is quickly expanding, offering unconventional avenues for connecting attorneys with consumers. O’Rielly & Roche LLP has been at the forefront of providing legal ethics and risk management consulting to lawyer and non-lawyer owned Alternative Legal Service Providers.