Exhibit A

Tennessee Bar Association
Committee for the Study of
Standards of Professional Conduct

Proposed Tennessee Rules of Professional Conduct

December 3, 2001

TABLE OF CONTENTS

Page

PREAMBLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

CHAPTER 1. CLIENT-LAWYER RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PROPOSED RULE 1.0 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

PROPOSED RULE 1.1

COMPETENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PROPOSED RULE 1.2SCOPE OF THE REPRESENTATION AND THE
ALLOCATION OF AUTHORITY BETWEEN THE LAWYER AND CLIENT . . . . . 9

PROPOSED RULE 1.3

DILIGENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PROPOSED RULE 1.4

COMMUNICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

PROPOSED RULE 1.5

FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

PROPOSED RULE 1.6

CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

PROPOSED RULE 1.7

CONFLICT OF INTEREST:GENERAL RULE. . . . . 26

PROPOSED RULE 1.8 CONFLICT OF INTEREST:PROHIBITED
TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

PROPOSED RULE 1.9

CONFLICT OF INTEREST: FORMER CLIENT

. . . . 36

PROPOSED RULE 1.10

IMPUTED DISQUALIFICATION: GENERAL RULE

40

i

PROPOSED RULE 1.11 SUCCESSIVE GOVERNMENT AND PRIVATE
EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

PROPOSED RULE 1.12

FORMER JUDGE OR ARBITRATOR . . . . . . . . . . . . . 47

PROPOSED RULE 1.13

ORGANIZATIONAL CLIENTS . . . . . . . . . . . . . . . . . . 49

PROPOSED RULE 1.14

CLIENT UNDER A DISABILITY . . . . . . . . . . . . . . . . . 53

PROPOSED RULE 1.15

SAFEKEEPING PROPERTY . . . . . . . . . . . . . . . . . . . . . 55

PROPOSED RULE 1.16

DECLINING AND TERMINATING REPRESENTATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

PROPOSED RULE 1.17

SALE OF A LAW PRACTICE

. . . . . . . . . . . . . . . . . . . 61

CHAPTER 2. THE LAWYER AS COUNSELOR, INTERMEDIARY, AND DISPUTE
RESOLUTION NEUTRAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

PROPOSED RULE 2.1

ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

PROPOSED RULE 2.2 LAWYER SERVING AS INTERMEDIARY BETWEEN
CLIENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

PROPOSED RULE 2.3

EVALUATION FOR USE BY THIRD PERSONS . . . . 72

PROPOSED RULE 2.4

LAWYER AS DISPUTE RESOLUTION NEUTRAL

. 74

CHAPTER 3. ADVOCATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
PROPOSED RULE 3.1 MERITORIOUS CLAIMS AND CONTENTIONS . . . 79

ii
EXPEDITING LITIGATION . . . . . . . . . . . . . . . . . . . . . 81

PROPOSED RULE 3.2

PROPOSED RULE 3.3

CANDOR TOWARD THE TRIBUNAL . . . . . . . . . . . . 82

PROPOSED RULE 3.4

FAIRNESS TO OPPOSING PARTY AND COUNSEL

88

PROPOSED RULE 3.5

IMPARTIALITY AND DECORUM OF THE TRIBUNAL90

PROPOSED RULE 3.6

TRIAL PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

PROPOSED RULE 3.7

LAWYER AS WITNESS . . . . . . . . . . . . . . . . . . . . . . . . 95

PROPOSED RULE 3.8

SPECIAL RESPONSIBILITIES OF A PROSECUTOR

97

PROPOSED RULE 3.9

ADVOCATE IN NON-ADJUDICATIVE PROCEEDINGS99

CHAPTER 4. TRANSACTIONS WITH PERSONS OTHER THAN CLIENTS . . . . . . . . . 100

PROPOSED RULE 4.1 TRUTHFULNESS AND CANDOR IN STATEMENTS
TO OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

PROPOSED RULE 4.2 COMMUNICATION WITH PERSON REPRESENTED
BY COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

PROPOSED RULE 4.3

DEALING WITH UNREPRESENTED PERSON . . . 105

PROPOSED RULE 4.4

RESPECT FOR RIGHTS OF THIRD PERSONS106

CHAPTER 5. LAW FIRMS, LEGAL DEPARTMENTS, AND LEGAL SERVICE
ORGANIZATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

iii

PROPOSED RULE 5.1
LAWYER OR

RESPONSIBILITIES OF A PARTNER, MANAGING
SUPERVISORY LAWYER. . . . . . . . 107

PROPOSED RULE 5.2

RESPONSIBILITIES OF A

SUBORDINATE LAWYER110

PROPOSED RULE 5.3 RESPONSIBILITIES REGARDING NONLAWYER
ASSISTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

PROPOSED RULE 5.4

PROFESSIONAL INDEPENDENCE OF A LAWYER 113

PROPOSED RULE 5.5

UNAUTHORIZED PRACTICE OF LAW . . . . . . . . . . 115

PROPOSED RULE 5.6

RESTRICTIONS ON RIGHT TO PRACTICE . . . . . . 116

PROPOSED RULE 5.7 RESPONSIBILITIES REGARDING LAW-RELATED
SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

CHAPTER 6. PUBLIC SERVICE

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

PROPOSED RULE 6.1

PRO BONO PUBLICO REPRESENTATION. . . . . . 120

PROPOSED RULE 6.2

ACCEPTING COURT APPOINTMENTS . . . . . . . . . 123

PROPOSED RULE 6.3 MEMBERSHIP IN LEGAL SERVICES
ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

PROPOSED RULE 6.4 LAW REFORM ACTIVITIES AFFECTING CLIENT
INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

CHAPTER 7. INFORMATION ABOUT LEGAL SERVICES. . . . . . . . . . . . . . . . . . . . . . . 126

PROPOSED RULE 7.1COMMUNICATIONS CONCERNING A LAWYER’S
SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

iv

PROPOSED RULE 7.2ADVERTISING AND OTHER COMMUNICATIONS
NOT DIRECTED TO
SPECIFICALLY IDENTIFIED RECIPIENTS . . . . . . . . . . . . . . . . . . . . . . . . . 127

PROPOSED RULE 7.3
SOLICITATION AND OTHER COMMUNICATIONS DIRECTED TO
SPECIFICALLY IDENTIFIED RECIPIENTS . . . . . . . . . . . . . . . . . . . 130

PROPOSED RULE 7.4

COMMUNICATION OF FIELDS OF PRACTICE . . 135

PROPOSED RULE 7.5

FIRM NAMES AND LETTERHEADS . . . . . . . . . . . . 137

PROPOSED RULE 7.6

INTERMEDIARY ORGANIZATIONS . . . . . . . . . . . . 139

CHAPTER 8. MAINTAINING THE INTEGRITY OF THE PROFESSION. . . . . . . . . . . . 141

PROPOSED RULE 8.1

BAR ADMISSION AND DISCIPLINARY MATTERS 141

PROPOSED RULE 8.2

JUDICIAL AND LEGAL OFFICIALS . . . . . . . . . . . . 142

PROPOSED RULE 8.3

REPORTING PROFESSIONAL MISCONDUCT

. . 143

PROPOSED RULE 8.4

MISCONDUCT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

PROPOSED RULE 8.5

DISCIPLINARY AUTHORITY; CHOICE OF LAW. 148

PROPOSED TRANSITION RULEGOVERNING
IMPLEMENTATION OF TENNESSEE
RULES OF PROFESSIONAL CONDUCT. . . . . . . . . . . . . . . . . . . . . . . . . . 150

v

PREAMBLE

[1] A lawyer is an expert in law pursuing a learned art in service to clients and in the spirit
of public service and engaging in these pursuits as part of a common calling to promote justice and
public good. Essential characteristics of the lawyer are knowledge of the law, skill in applying the
applicable law to the factual context, thoroughness of preparation, practical and prudential wisdom,
ethical conduct and integrity, and dedication to justice and the public good.

[2] A lawyer is a representative of clients, an officer of the legal system and a public citizen
having special responsibility for the quality of justice.

[3] As a representative of clients, a lawyer performs various functions. As advisor, a lawyer
provides a client with an informed understanding of the client's legal rights and obligations and
explains their practical implications. As advocate, a lawyer zealously asserts the client's position
under the rules of the adversary system. As negotiator, a lawyer seeks a result advantageous to the
client but consistent with requirements of honest dealing with others. As intermediary between
clients, a lawyer seeks to reconcile their divergent interests as an advisor and, to a limited extent, as a
spokesperson for each client. A lawyer acts as evaluator by examining a client's legal affairs and
reporting about them to the client or to others.

[4] In all professional functions a lawyer should be competent, prompt and diligent. A
lawyer should maintain communication with a client concerning the representation. A lawyer should
keep in confidence information relating to representation of a client except so far as disclosure is
required or permitted by the Rules of Professional Conduct or other law.

[5] A lawyer's conduct should conform to the requirements of the law, both in professional
service to clients and in the lawyer's business and personal affairs. A lawyer should use the law's
procedures only for legitimate purposes and not to harass or intimidate others. A lawyer should
demonstrate respect for the legal system and for those who serve it, including judges, other lawyers
and public officials. While it is a lawyer's duty, when necessary, to challenge the rectitude of official
action, it is also a lawyer's duty to uphold legal process.

[6] As a public citizen, a lawyer should seek improvement of the law, the administration of
justice and the quality of service rendered by the legal profession. As a member of a learned
profession, a lawyer should cultivate knowledge of the law beyond its use for clients, employ that
knowledge in reform of the law and work to strengthen legal education. A lawyer should be mindful
of deficiencies in the administration of justice and of the fact that the poor, and sometimes persons
who are not poor, cannot afford adequate legal assistance, and should therefore devote professional
time and civic influence in their behalf. A lawyer should aid the legal profession in pursuing these
objectives and should help the bar regulate itself in the public interest.

[7] Many of a lawyer's professional responsibilities are prescribed in the Rules of
Professional Conduct, as well as substantive and procedural law. However, a lawyer is also guided
by personal conscience and the approbation of professional peers. A lawyer should strive to attain
the highest level of skill, to improve the law and the legal profession and to exemplify the legal
profession's ideals of public service.

[8] A lawyer's responsibilities as a representative of clients, an officer of the legal system
and a public citizen are usually harmonious. Thus, when an opposing party is well represented, a
lawyer can be a zealous advocate on behalf of a client and at the same time assume that justice is
being done. So also, a lawyer can be sure that preserving client confidences ordinarily serves the

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