MULTIDISCIPLINARY PRACTICES IN EUROPE
Ramón Mullerat Abogado of Barcelona, Spain
Avocat de la Cour de Paris, France
Former President of the Council of the Bars and Law Societies of the European Community (CCBE),
Member of the Academy of Jurisprudence and Legislation of Catalonia
Member of the American Law Institute
I. Multidisciplinary practices
1. Definition of the phenomenon
A multidisciplinary practice (MDP) is understood as the practice of different professions within the same structure and with
common interests, whether shared directly or indirectly, in the same or different physical places.
MDPs broadly exhibit the following characteristics:
- they provide more than one professional service (including legal services);
- members of more than one profession share the profits of these services; and
- they include lawyers as partners, directors, share owners or employees 1 .
When we talk about MDPs we are referring to the association of lawyers with any kind of other professionals who share the
same clients as the lawyers (actuaries, stockbrokers, patent agents, accountants, etc.), or others who do not (doctors,
architects, surveyors, engineers, etc.). However, the problem arises particularly with the association of lawyers and accountants
and more specifically with auditors 2 .
2. The "professional services organisations"
The large accountants firms have decided for some years to set up global practices to provide not only accounting services, but also financial, legal, consulting and other services in the "one-stop shop" 3 . The initial trend was about what the accountants saw as "corporate synergies" 4 so that they did not need to turn to lawyers to complete the work flowing from the services which they offer, principally tax planning advice, corporate finance, etc. They also saw an opportunity to attract work away from 'pure' law firms by improving the management quality of law firms and by becoming global "professional services organisations" 5 . Today these professional services organisations, controlled by the large accountants firms, have their own legal departments or divisions to provide all sorts of services - advice and litigation - whether or not related to the accounting services.
3. Co-operation and association
In the service sector, client focus is paramount and this carries with it a responsibility to provide a service which bests suits the clients' needs and resources. Thus, the demand for professional multi-skilled co-operation is evident and it is clear that frequently there is a need for lawyers, accountants, actuaries, architects, chemists, etc. to work together. This co-operation is quite different, however, from two or more of these professionals working in full association and sharing fees, staff and other resources. Co-operation between the professions is both inevitable and desirable and it does not imply a confusion of principles or a conflict of interests 6 .
4. The big accounting firms providing legal services
The problems that MDPs pose to the legal profession is not so much the possible integration in a particular law firm of one or several members of other professions including the accountants because, in spite of the multi-disciplinary association, it still remains a law firm. The real problem appears with all its acuteness when the big accounting firms decide to provide legal services and own a company, division or department, consisting of lawyers providing legal advice not internally (in the way it used to be in the accounting firms and still is with corporate in-house lawyers providing internal services) but to clients.
In Europe all the Big Five have created their own law firms. In many cases with separate legal structures, staff and premises, but indistinctly under the same name, logo and marketing with exclusive client referral and with association links including profit-sharing between the members of the auditing-accounting department or division, and the departments or divisions of other services (managing, financial, environment, consulting, etc.). Letters from clients addressed to the accounting firms are replied to by the law firm and vice versa and the client is not asked for his consent. Often, in the presentation to clients the accounting and legal services are offered to clients simultaneously 7 .
The European Commission in its 1996 Green Paper on the role, the position and the liability of the statutory auditor suggested three measures to protect the independence of the auditor(§ 4.13), the third of which was to prohibit the provision of all services by the auditor other than audit work itself, but the same Green Paper discarded such a measure, considering it too easy to obviate the prohibition by providing the service by means of an associated or linked firm, as has happened.
II. The organised bar in Europe 8
The bar in Europe (some 450,000 lawyers) is organised either through national bars (generally the northern countries, e.g. England & Wales, Scotland, Denmark, Ireland, Sweden) or through local bars (generally the southern countries, e.g. Spain, France, Italy) 9 coming within a national federation 10 .
The national bars are integrated into the Council of the Bars and Law Societies of the European Community (CCBE), which officially represents the legal profession vis-à-vis the European institutions 11 .
In addition, around 150 local bars are federalised in the European Bar Federation (EBF).
In this paper we will examine the position of the CCBE, the EBF and some of the European national bars in relation to MDPs and propose some conclusions.
III. The CCBE's position
1. The CCBE
The CCBE is the officially recognised organisation for the legal profession in the European Union ("EU") and in the European Economic Area ("EEA"). The CCBE consists of 18 national delegations, whose members are nominated by the controlling bodies of each of the 15 member States of the EU plus the 3 EEA countries 12 . Additional European bars and law societies are represented by observer members 13 .
The CCBE's principle object is to study all questions affecting the legal profession in the Member States of the EU and the EEA and to formulate solutions designed to harmonise and co-ordinate professional practice 14 .
The CCBE liaises both among the bars and law societies themselves and between them and the EU the EEA and institutions 15 . It also maintains contact with most international organisations of lawyers, such as the Union Internationale des Avocats ("UIA"), the International Bar Association ("IBA"), the Asociation Internationale de Jeunes Avocats ("AIJA") and others, and with national organisations such as the American Bar Association ("ABA").
2. The 1993 Declaration
In the last decade, there has been pressure for MDPs to be permitted with a view to joining the general trend of merging businesses and particularly with a view to making it possible for accountants to associate with lawyers to offer one-stop shopping to their clients. These new views have also been sustained by claiming that an existing prohibition on MDPs will represent an unjustified restriction on competition within the professions.
Following extensive deliberations, the CCBE arrived at a unanimous opinion and finally on 26th November 1993 made a Declaration that MDPs between lawyers and non-lawyers should not be permitted which was unanimously approved by all national delegations 16 with the following main arguments:
(i) No demand for MDPs including lawyers, no real advantages to the clients. Lawyers already closely co-operate with members of other professions and by this co-operation with accountants, for example, lawyers take advantage of their complementary skills and optimise their joint expertise. Accordingly, clients benefit significantly from this joint expertise of the separate professional advisers. A merger of the two professions would only result in putting lawyers' and accountants' independence at risk and compromising the quality and genuineness of their advice. Furthermore, no desire for MDPs has been expressed by clients, as there is no important advantage to the client in being able to visit his lawyer and his accountant in the same structure.
(ii) Independence. The crucial feature of the legal profession is the lawyer's independence 17 18 . The lawyer carries a professional duty to suppress any personal interest or external pressure. The lawyer, therefore, needs to be in command of his law firm and no third party should be allowed to have any determining influence on the advice its lawyers give to clients. The independence of a lawyer is what the CCBE believes to be the crucial point in determining whether or not MDPs between lawyers and accountants should be permitted or not 19 .
(iii) Client's choice. Clients should be guaranteed a genuinely free choice of advisers. Clients' free choice would be jeopardised by MDPs marketing of "package services". Were MDPs to be permitted, the trend would undoubtedly be towards the MDP endeavouring to monopolise the legal and financial advice and the audit of a given client (particularly in continental Europe where there are few large law firms). This may eventually place the client in a state of dependency on the MDP, especially if the "package" includes auditing. Besides, changing auditors is a most serious move, apt to alarm creditors. A de facto monopoly would also sooner or later inevitably affect prices and thus the cost to the client.
(iv) Legal privilege. Lawyers obtain from their clients information in respect of which they have a duty to keep confidential (what in Europe is called "professional secrecy") 20 . In contrast, accountants obtain information from their clients with a view to making it public and even denounce any irregularity so that the public can rely on the report of the accountants in making investments. Thus, the association of lawyers and accountants creates a conflict of duties.
3. The NOVA litigation 21
In February 1996 Price Waterhouse and Arthur Andersen presented separate legal actions against the Dutch Bar (Nederlandse Orde van Advocaten) (NOVA) on the basis of an alleged breach of the EC Treaty. Under its own powers NOVA had adopted a Partnership Regulation in 1993 (SV 93), which prohibited associations between lawyers and any financial advisers who were associated with a legal auditor of accounts.
The plaintiff auditing firms based their claims on the allegation that SV 93 breached the antitrust provisions of articles 85 and 86 of the EC Treaty as it amounted to a restriction of trade and that in passing the Partnership Regulation NOVA was abusing its dominant position. They alleged that there was no difference between a lawyer exercising his profession under an employment contract in a firm of lawyers and an in-house lawyer in an accounting practice exercising his profession intellectually independently.
In February 1997 the Court of Amsterdam ruled that the claim be rejected on the grounds that SV 93 and the decisions adopted by NOVA did not infringe either Dutch law, the Convention on Human Rights nor EC competition law, but rather that the regulations had been drafted with a view to protect the "partiality and independence" of lawyers and to protect the interests of those who use the services of lawyers.
Although the court has upheld the NOVA's position at first instance an appeal has been lodged and it is possible that a hearing will take places before the State Council.
4. The Ad hoc Committee
This has been the position of the CCBE on MDPs since 1993. However, in 1997 the CCBE appointed an ad hoc committee to review the 1993 Declaration. Revision of the Declaration was deemed necessary since, in spite of the unanimous 1993 Declaration, some of the Member States were still allowing some forms of MDP either de facto or de jure.
The experiences of the various delegations of the Member States varied considerably, reflecting the fact that national regulations vary to the extent that in some countries it is easier to constitute an enterprise with an MDP structure than in others. Although some delegations (UK, The Netherlands) were of the opinion that a solution could be found within the parameters of the 1993 Declaration, it was decided by the committee that the stance of the CCBE on MDPs should not be altered and that the terms of what is meant by "collaboration" should be defined. The Declaration had erstwhile only expressly forbidden "partnerships" which allowed for collaboration between different professions and lawyers which fell short of taking the form of a partnership.
The current view of the MDP Committee remains that MDPs with accountants can adversely affect the position of lawyers because it gives non-lawyers a "substantial influence over the lawyer's practice". The Committee believes that it should react and reaffirm its objection to MDPs 22 .
IV. The EBF's position
1. The EBF
The European Bars Federation (EBF), founded in 1992, is an association with the purpose of grouping together the local bars of Europe provided their countries are members of the Council of Europe. It brings together some 150 local bar associations in accordance with the basic principles set out in the forward to the constitution of the Conference of Principal European Bars of 21st June 1986.
The aforesaid principles take into consideration the totality of the culture and civilisation which unites them and their support of the fundamental principles set out in the European Human Rights convention; the necessity for an independent official body to preserve the essential principles of the legal profession; the necessity to guarantee for the private individual and commerce the services of an independent profession which allows it to contribute to the improvement of the life of individuals and economics in the heart of Europe; finally, the specific role fulfilled by the bars of the large European cities in defence of individual rights against political, economic and judicial authority.
The EBF has, among others, the following purpose: to promote the harmonisation of legal practice and codes of professional ethics on the essential points of independence of the lawyer professional privilege practice in partnership groups or corporations rules of establishment.
2. The EBF's resolution
The EBF's position with regard to MDPs 23 was given in a resolution approved by the General Assembly in Berlin on 3rd May 1997. Its import was essentially the following:
- that the participation of third parties in the capital of companies of lawyers, insofar as such associations are permitted, is neither necessary nor appropriate.
- that the practice of law and other professions in the same place must be undertaken using all precautions necessary for the avoidance of any confusion and in a manner which gives due respect to the ethical principles of the legal profession, and in particular client confidentiality and conflict of interest.
- that in accordance with the matters considered by the CCBE in its Declaration of 26th November 1993, save for the provisions of individual legislations, multidisciplinary practices should not be allowed between lawyers and non-lawyers....
Notwithstanding that all other forms of co-operation must be not only not admitted but positively favoured, the EBF considers, then, that MDPs must not be allowed.
V. The Establishment Directive 24
This Directive was approved to facilitate trans-border practice of the profession of a European lawyer on a permanent basis in a self-employed or salaried capacity in a Member State other than that in which the professional qualification was obtained 25 .
The Directive also regulates joint practice and provides that one or more lawyers who belong to the same grouping in their home Member State and who practise under their home title in the host Member State may pursue their professional activities in a branch or grouping in the host Member State. However, where there is incompatibility between the fundamental rules governing the two countries, the rules of the host Member State shall prevail insofar as compliance with them is justified by the public interest in protecting clients and third parties.
Art. 11.5 provides that insofar as lawyers in the host state are prohibited from practising the profession of lawyer under its own relevant title within a grouping in which some persons are not members of the profession, the host state may refuse to allow a lawyer to practise under his home-country professional title as a member of his grouping, the grouping being deemed to include non-members of the profession if: a) the capital of the grouping is held entirely or partly, or b) the name under which it practises is used, or c) the decision-making power in that grouping is exercised, de facto or de jure by those who do not have the status of lawyer within the meaning of art. 1(2) 26 .
VI. The position of the national bars
1. The United Kingdom
A. The position of the Law Society and the General Council of the Bar
In England and Wales a solicitor cannot share fees with any person other than a solicitor or a registered foreign lawyer 27 .
Furthermore, MDPs are prohibited 28 and a solicitor cannot practise in a company other than a solicitor-corporation 29 .
In England and Wales, barristers are not allowed to form a partnership with other barristers, members of any other profession or foreign lawyers. Advocates must practise independently. Their independence is a source of professional pride to the Bar, and a guarantee against conflict of interest, a potential problem for lawyers practising in partnership 30 .
In Scotland there are no statutory provisions relating to fee-sharing. Rule 4 of the Solicitors (Scotland) Practice Rules 1991 prohibits fee-sharing except with retired partners, next-of-kin of deceased partners and employees who are paid a profit share.
B. The UK government
The UK Government has long been anxious to see the advent of MDPs 31 as it sees them as a way to "open up a new business opportunities for high street solicitors if they are prepared to give up their much cherished independence to work with accountants and estate agents" 32 . It is appropriate to mention that a survey conducted by The Law Society of England & Wales in 1996 revealed that over one third of law firms had formally considered the issue of multi-disciplinary practices (MDPs) and that more than 70 per cent of those were in favour of the concept.
C. The consultation paper
This ably demonstrates the conflict between business and ethics which is central to the issue. However, in 1996 the Law Society Council decided that blanket opposition to MDPs could leave the profession unprepared to deal with changing market developments and thus embarked on a consultation process which is still in progress.
In October 1998 the Law Society issued another consultation paper which contains a very complete study with the background, pros and cons of MDPs and a full questionnaire. Among other things, this consultation paper considers conflicts of interest. The paper recognises that: "A solicitor must not act for a client if the interests of two clients conflict, nor if the solicitor's own interests conflict with those of the client (which would include the interests of the solicitor's business organisation)" 33 . The possibility of such conflicts of course exists in current well-established relationships between lawyers and other professionals, but the risk of conflict is greater when the professionals involved share offices, resources and profits. The paper also considers the various forms of practice which could be included under the single title of 'MDP' and invites practitioners and the public to submit recommendations.
D. The position of the courts
The judiciary is less enthusiastic, and in a recent House of Lords decision involving an action brought against the accountants KPMG by a brother of the Sultan of Brunei, the court declared that "the nature of the work which a firm of accountants undertakes in the provision of litigation support services requires the court to exercise the same jurisdiction to intervene on behalf of a former client of the firm as it exercises in the case of a solicitor. The basis of that jurisdiction is to be found in the principles which apply to all forms of employment where the relationship between the client and the person with whom he does business is a confidential one " 34 . The case involved the forensic accounting department of being instructed to provide substantial litigation support services in the course of which they performed tasks usually undertaken by solicitors 35 . The work conflicted with other work previously carried out by the firm and the measures taken to ensure confidentiality and separation between the two matters were found wanting.
2. The Netherlands
A. The rules
MDPs are restricted to advocates and members of the Royal Notarial Fraternity, Order of Patent Agents and the Netherlands Order of Tax Advisers. Thus, MDPs between lawyers and accountants are not permitted. As stated previously 36 , the NOVA Partnership Regulation 1993 37 restricts partnerships between, amongst others, lawyers and accountants.
B. The NOVA litigation 38 In the Netherlands there is also important activity in relation to MDPs. Arthur Andersen and Price Waterhouse took proceedings against the Nederlandse Orde van Advocaten (NOVA) following the attempt of a lawyer to form an MDP with an accountant on the grounds that it would contravene its provision against mergers between professions. It was deemed not excessive nor contrary to the European rules of competition.
The basis of this finding was that accountancy is based on the management of accounts with a view to making transparent the financial situation of the client for the benefit of the public, whereas legal practice of law is guided more by the private interests of the client and attracts privilege in lawyer-client relations to protect the interests of the client.
The court also went on to say that even if the prohibition did constitute a restriction on the free provision of services, such restriction would be justified on the grounds that it is in the public interest for the administration of justice and the preservation of democracy.
More recently, however, accounting firm Ernst & Young has been given permission by the Dutch Bar for its accountancy and legal businesses to profit share. However, to avoid breaching Dutch law society rules the firm's accountants will have no say in the organisation of the legal side of the business. Furthermore, accountants working for the tax law partnership will not be able to vote on the firm's future direction, although they will share in the profits.
The latest development is that Arthur Andersen and Pricewaterhouse-Coopers have now lodged an appeal against the 1997 decision referred to above. The parties are currently waiting to learn whether the Council of the State will refer the matter to the European Court of Justice for it to decide if the Dutch Bar has the right to make rules 39 .
A. The General Act 1988
In Spain the General Act of the Spanish Legal Profession (Estatuto General de la Abogacía Española) 1988 40 regulates the legal profession and it neither expressly permits nor prohibits MDPs. However, it does prohibit lawyers from being involved in any incompatible matter, to allow his signature to be used in any matter on behalf of any person who is not entitled to act as a lawyer, or to share offices with "incompatible" professionals such that the duty of confidentiality would be put at risk. Furthermore, it prohibits links with professionals or public officials which would be incompatible with the practice of law 41 >.
"Incompatibility" is defined as that which involves any activity which could prejudice liberty, independence or dignity, which are inherent to the practice of law 42 . It goes on to specify that, among other things, the practice of law shall be considered absolutely incompatible with, among other things, the profession of auditor of accounts 43 . Save for this proviso, however, lawyers are entitled to be associated with other liberal professions in "multiprofessional collaboration" 44 and the last few years have seen an increasing amount of legal advice given by auditors in Spain 45 . B. The draft act
A revised act is currently pending and provision is being made for legislation on MDPs. In general the draft statute allows lawyers to form MDPs provided that they are with members of liberal professions which are not incompatible with the practice of law and which accept the ethical and disciplinary rules of lawyers (art. 29). However, the draft prohibits lawyers from sharing offices or services with "incompatible professions" which would put at risk the professional confidentiality and from having "associate links" with professions incompatible with the practice of law (art. 21). The draft categorically declares that the practice of law is incompatible with any activity which can be to the detriment of the independence of the lawyer, and specifically that the practice of law is incompatible with that of the auditor (art. 22).
Although they had been initially tolerated in Spain, associations between lawyers and accountants have also been denounced by the Permanent Commission to the General Council of the Legal Profession in Spain (Comisión Permanente del Consejo General de la Abogacía) 46 . The resolution criticised the confusion and breaking of rules that the creation of legal departments by accounting and law firms. The resolution declared that such associations constituted a "fraud of the law" and a clear example of unfair competition, whatever steps may be being taken by the enterprises concerned to give an impression that the lawyers and accountants remained separate and independent. The resolution went as far as to say that the Council would take whatever steps it considered necessary to put an end to such associations.
Until now accounting practices have not been considered as being a profession which qualifies as satisfying the test of not being incompatible with the practice of law and thus they will continue to be prohibited in Spain as far as full capital and fee sharing activities are concerned.
The 7th Congress of the Spanish legal profession (March, 1999) has decided to "energetically denounce" MDPs with auditors, requesting the express prohibition of such practices and the instituting of legal actions to stop them 47 .
A. The lawyer's field
In Germany a lawyer who is a member of the Bar (Rechtsanwalt) is a so-called "independent organ of the administration of justice", just like a judge 48 . In view of this status the "Rechtsberatungsgesetz" (Legal Advice Act) basically gives lawyers a monopoly on handling matters of third parties.
The Legal Advice Act gives accountants and tax advisers the right "to do legal work in matters in which they are professionally engaged insofar as the legal work has a direct connection with the duties of an accountant or tax adviser". Looking at this from the opposite perspective, a lawyer may work in tax matters since tax law is part of the law in general. However, neither lawyers nor tax advisers are permitted to do accounting work.
German law permits MDPs between lawyers, accountants and tax advisers. The right to set up an MDP follows from the freedom of profession as protected in art. 12 of the German Constitution and now specifically recognised in §59a of the Bundesrechtsanwaltsverordnung (German Lawyers' Act). The Berfusordnung für Rechtsanwalte (Professional Rules of Conduct for Lawyers) permits a lawyer to work in an MDP with members of other profession only if such other members, in addition to their own conduct rules, also comply with the Professional Rules of Conduct for Lawyers.
There are many small MDP firms in Germany which have as partners lawyers, accountants and/or tax advisers. However, these small MDPs do not seem to have shown any of the problems which today are being discussed such as protection of independence, confidentiality and avoidance of conflicts. These problems have come about in reality only with the ever-growing trend of accountants, and particularly the Big Five, expanding into other activities, including in particular legal advice. The aspect of outside control, which is typically the case of the large MDP firms which in fact are members of the Big Five international networks, is missing in the case of the small MDP firms.
C. Relationship between the accounting and the associated law firm
Today, basically all of the Big Five have legally independent law firms associated with them. The legal form of such firms is usually a company with limited liability, or occasionally a partnership. These MDPs use the name and logo of the accounting firm and describe themselves as members of the international network of the accounting firm.
MDPs between lawyers and accountants create important problems in respect of the ethical principles which regulate lawyers and particularly in respect of independence, confidentiality and avoidance of conflicts of interest.
In Germany, MDPs also create problems for the accountants' ethical principles. In relation to independence, the Wirtschaftsprüferordnung §28 (German Accountants Act), following the prescriptions of the 9th EC Directive on company law, for the protection of the independence of the accountants it is required that the majority of managing partners, of capital and of voting rights, must be with accountants. With regard to confidentiality, accountants and tax advisers are subject basically to the same obligation of confidentiality and enjoy the same right to refuse testimony. With regard to conflicts on interest, lawyers are forbidden by the Lawyers Act, the Professional Rules of Conduct and the Criminal Code, which prohibition applies to the entire firm and cannot be waived by the client because the lawyer is an "organ of the administration of justice". The rules on conflicts for accountants are quite different and the Accounting Act (§49) prohibits accountants from acting if there is concern that he may be prejudiced; the Professional Rules of Conduct for accountants (§3,1 BOWP) prohibits the separation of conflicting interests, although makes an express exception in the event that all clients agree.
Joint activities of all these professions are explicitly allowed by all the regulations of the professions and furthermore by the constitutional court. Different professions may even work together in limited companies or partnerships. Nearly all law firms which deal with business clients enter into an agreement of co-operation with another enterprise in order to be able to offer their clients a 'full service'. The idea behind this is to ensure that the client is fully advised throughout the course of his business by an appropriate advisor, rather than only being in contact with a lawyer for the purposes of a single piece of litigation, for example 49 .
It is the smaller firms and sole practitioners who find MDPs most useful and their success depends on the fact that rechtsanwälte have a monopoly on providing legal services, the other professionals eligible to form MDPs are highly qualified and have the same professional obligations as rechtsanwälte, and there is a large number of safeguards enshrined in the law 50 .
Notwithstanding this, the German delegation to the CCBE has in the past expressed a hostile attitude to MDPs. This has to be viewed in conjunction with the attitude of the Bundesrechtsanwaltskammer (German Federal Bar) to the merger of the accountancy firms Price Waterhouse and Coopers & Lybrand 51 . Since the parties to the merger both provided legal services in Germany prior to the merger,
their union was seen as affecting the interests of German lawyers in that it would considerably impede effective competition in the field of the provision of legal services in the single market and in Germany. It was envisaged that the proposed merger would create or strengthen a dominant position in all the fields of business in which the two firms were previously involved. German lawyers were seen as likely to suffer a downturn in work as the multinational companies such as Price Waterhouse and Coopers & Lybrand would be able to refer clients between 'branches' of their practice in any part of the world for advice in any field of law, where it be an international commercial matter traditionally dealt by this sort of organisation or a minor domestic matter traditionally handled by a local independent German lawyer.
In addition to the problems which the joint activities of lawyers and accountants pose, competition and client choice especially concern the German bar.
In France all the leading law firms are affiliated to accounting networks 52 . As long ago as 1971 provision was made for the incorporation of what was known as the "interprofessional civil company" although in practice this form of legal entity was not practised. Moreover, a member of a bar may not perform any other commercial or professional activity 53 . Paris has been referred to as the "laboratory" 54 from which the accountants learned that a wider assault on the legal markets of Europe was feasible.
Articles 59 and 60 of the Act of 31st December 1990 (Loi de la fusion) allow any professionals with qualifications recognised by the State to give legal consultations accessory or related to their principal activity and to draft documents which are necessary for and accessory to the exercise of their profession 55 , and accountants have interpreted "accessory" widely 56 . The transitional provisions required the accounting firms providing legal services to change their names and separate their capital from the accounting firms.
Following the union of the legal profession by the Reform Act of 1992, by which the distinction between avocats and conseils juridiques vanished, there has been an increasing amount of work done by the accountants who number themselves amongst the former conseils juridiques 57 . The distinction as it previously existed meant that only avocats could appear in court but that conseils juridiques could draft documents, advise on transactions and provide a range of services that in other countries would be considered as legal services 58 . The law allows the accountants to render some legal services, mainly in the field of tax matters, to companies for which at the same time they are providing accounting services and acting as statutory auditors.
More recently, the emergence of the large auditing enterprises with international links has prompted them to provide an increasing range of services 59 . However, multidisciplinary practices per se were not allowed in France and thus a law was passed stating that all international networks of which lawyers, accountants and management consultants are members had to discontinue any mention of a law firm being a member of such networks.
In 1996 the Paris Bar noted that about 10% of lawyers were in fact working in a multidisciplinary context. According to the Dean of the Paris Bar, however, if the exercise of the legal profession does not continue to be done with the guarantees of independence and responsibility, and with competence and ethics, both the practice of law and the state of law itself will suffer 60 .
It is to be noted that the National Bar Council of France (Conseil National des Barreaux) of March 1998 made a resolution in favour of "inter-professionalism" which enables the accounting and legal professions to work together in a way not permitted in any of the other European countries 61 62 .
6. Belgium 63
The situation in Belgium is currently regulated by a regulation of 8th March 1990 of the Ordre National on the common exercise of the profession of lawyer. According to article 8 thereof, only the council of the Ordre National can determine which of the other liberal professions can associate themselves with lawyers in Belgium 64 .
This system of "agreed professions" is that which has been adopted in The Netherlands and which is envisaged for England and Wales.
At present, however, there has still not been any decision by the Conseil de l'Ordre National on the matter, and in particular none regarding the association of lawyers with other professions such as notaries, bailiffs, auditors, etc.
Portugal has always forbidden MDPs.
On one occasion criminal proceedings were taken against a multinational firm of accountants which provided legal services to a client through an employed lawyer who submitted a bill to the client and requested the bar's assistance to make the client pay it. The action was brought on the basis that such practice constitutes a "grave attack on the rights of lawyers and their guarantees of the exercise of their profession" 65 .
Whilst it is not expressly legislatively provided for, MDPs are not allowed in Denmark, although it is stated that a law firm can only be owned by lawyers. However, the firm can bear the name of another firm, such as that for instance used at one time a firm by the name of Arthur Andersen Law Firm was operating in Denmark.
There was a well-publicised battle between the Danish Bar Association and Arthur Andersen on this issue, involving a case which arose in 1996. The Danish Bar and Law Association took Arthur Andersen Advokatieselskab to Copenhagen's Maritime and Commercial Court, claiming in the first instance that the law firm's partnership was not wholly owned by the resident partners and was therefore a multi-disciplinary partnership, which was not allowed under Danish law.
The court ruled that Arthur Andersen did not have an illegal interest in the running of the finances of Arthur Andersen Advokatieselskab and thus it was not an MDP. After then successfully facing the Bar Association's complaint that the use of the Arthur Andersen name in the law firm's title was misleading and contravened Danish trade mark laws, Arthur Andersen subsequently developed a loose association with a new firm, Advokatfirma Rønne Lundgren. It has ceased trading but had court approval for the use of that name.
As a result of Arthur Andersen's victory, Danish lawyers were bracing themselves for what seemed an inevitable attempt by another Big Six accountancy firm to break into the legal market, but since then there have not been any further moves by any other large firms to establish multi-disciplinary partnerships.
MDPs are set to be legalised in Victoria, Australia, after a report backing a liberalisation of regulations for lawyers and accountants was tabled in the state's parliament in October 1998. The report, by the Victorian Legal Ombudsman's office, suggests removing the current ban on profit-sharing between the professions and on lawyers entering into agreements with unqualified individuals. However, it also says that individual members of an MDP should still be regulated by their own profession and any MDP would have to be incorporated, rather than being a partnership. The proposed regulatory regime may be more liberal than the one operating in neighbouring New South Wales, where MDPs are legal. The rules in New South Wales stipulate that lawyers should retain control of any joint venture.
An international survey of 120 member bars of the International Bar Association has revealed that 72 per cent of the countries reported some kinds of MDPs in their jurisdictions, even though such arrangements were permitted in only a third of them. According to the preliminary results of the survey, which was conducted by the IBA's MDP committee, 41 per cent of the countries reported legal services provided by banks, 34 per cent said insurance companies offered legal services and 55 per cent said they were provided by accountants in their country. According to these statistics, therefore, MDPs are already established in one form or another. One example is that of the accountancy firm Pricewaterhouse, which has formed a strategic alliance with a Washington-based niche tax practice. This link-up is seen as unusual because it is not for a specific project or for a limited period of time, and in the US the climate is steadfastly against accountants encroaching on the legal market.
The IBA stance is that regulators must be aware of the factors which make the legal profession unique and distinct and that the three essential features of independence, confidentiality and avoiding conflicts of interest should be safeguarded. This could mean either prohibiting MDPs or regulating them in such a way as to eliminate the risk of undermining the lawyer's independence, giving rise to conflict of interests and eroding confidentiality and client privilege 66 . The Union Internationale des Avocats (UIA) has made a similar declaration 67 .
The president of the Canadian Bar Association (CBA), has highlighted the increasing threat his 34,000 members are facing from the creeping presence of big-six accountants in the Canadian legal market, saying that there was a growing concern among Canadian lawyers about the shifting areas of practice to non-legal professionals. In his view it is vital it is that the public is served by an "independent" bar and judiciary, saying: "Both are fundamental to the maintenance of a truly democratic society." However, the CBA has no regulatory powers with which to tackle the threat posed by the accountancy firms, the individual law societies representing Canada's provinces deciding who can practise law. In October 1998 the Law Society of Upper Canada voted to lift its long-standing ban on MDPs.
VII. Different cultures
In addition to the ethical reasons which are critical in this matter, culture differences are often also cited to explain lawyers' distaste for joining forces with accountants' firms. But what does this mean? Is it a difference in management styles and the systems used by accountants that are different from those to which lawyers are accustomed, or is it something else, something more fundamental?
Although on the face of it accountants and lawyers are very similar in that they provide professional services, they have clients in common, they are subject to ethical standards and they may charge on the same basis, there are many cultural distinctions between the two. One distinction is that the lawyer's job is to understand the social relationships between people and organisations and to examine the rights and duties on each side, whereas the accountant's task is to measure transactions and possessions which can only be
defined in monetary values 68 . Another difference between the two professions is that legal transactions tend to be of such importance that clients regard the quality and capability of the firm handling the transaction to be of paramount importance, whereas accounting firms are more likely to be chosen on the basis of their reliability, and ability to fulfil statutory requirements 69 .
The difference in emphasis between the two professions has profound consequences in terms of the management. The accountant seeks a move away from the 'number-crunching' into management, from doing to delegating. The lawyer, on the other hand, prefers to remain in the work which they set out to do and managing partners are wont to complain that they miss hands-on fee earning work. This is the difference in culture between the two professions. Good accountants become managers and succeed with expansion plans in industries with similar structures such as management consultancy, information systems, actuarial sciences and pensions. Lawyers are too profoundly different a culture from accountants to be understood by them and should no sooner imagine that they can be bedfellows with lawyers than they could with architects 70 .
The position of the two professional bar organisations in Europe - the CCBE (national bars of the 15 Member States) and EBF (local bars) - are opposed to MDPs between lawyers and accountants.
Although all the jurisdictions concerned are profoundly analysing and debating the problem at present, in the European bars there are few rules specifically allowing or prohibiting MDPs. The phenomenon is too new. There are some bars with old regulations which would seem to allow them since they are not expressly prohibited, others allowing them because they contemplate small associations and do not contemplate the big auditing firms incorporating lawyers and finally others prohibiting or contemplating prohibiting them.
Much will depend then on the position that the Law Society of England and Wales - as the largest legal centre in Europe - and the American Bar Association - the largest association of lawyers - will take in the coming months.
The way the MDP issue is resolved will shape the future of the profession 71 .
As we move toward the III Millennium, a time driven by the realignment of business blocks and groupings, it is arguable that there can no longer be any question that a new, forward-looking and fundamentally different approach to professional life is required. To see why, first we have to consider the client perspective. Clients now want strength and depth in all their professional advisers. Arguably, the legal profession should respond by no longer using supply-side principles to determine how client services are delivered, but must focus on the needs of the client in the market.
The challenge for the lawyer at the turn of the 21st Century is this: how to reconcile current demands to operate efficiently and profitably with the maintaining of professional values. How to carry out this work meeting the modern requirements of speed, quality, efficiency and productivity and at the same time with the dignity, disinterestedness and public service ideals which characterise our profession 72 .
However, if the legal profession has to continue performing its special mission as a consequence of its participation in the administration of justice and its important role in the integration of society, it must maintain its specificity and its ethical principles.
MDPs between lawyers and accountants should not be allowed because they are two professions with incompatible missions and duties. The two profession are very close but they are different and with a different mission and a different culture 73 but above all they are incompatible, that is to say incapable of providing their own services properly if working together. Accountants must be independent
and impartial 74 - they are the judges of the accounts - while lawyers are independent and partial 75 . Chinese walls is often a deceptive concept used to defend an insurmountable incompatibility 76 . Lawyers and judges co-operate in the essential function of the administration of justice - they are co-ministers or co-officers of justice - both must be independent, but judges are impartial and lawyers partial and nobody would defend the possibility of an association between them even with Chinese walls.
If approved, MDPs would also represent a new step in the de-professionalisation of the legal profession, if we understand the profession as a common calling in the spirit of public service, as did Roscoe Pound 77 . The legal profession has suffered a number of crises this century 78 and now we are contemplating the crisis of commercialism, which made the ABA asked: "Has our profession discarded principle for profit, professionalism for commercialism?" 79 80 81
MDPs, and particularly the merger of lawyers with the large auditing firms, represents a new step towards de-professionalisation, in that the legal profession loses control and is absorbed into a larger multi-service provider corporation which blurs the profile of our profession, submits the legal profession to the control of non-lawyers and puts in jeopardy the core of the profession: the attainment of justice and the essential principles of the legal profession - independence, confidentiality, avoidance of conflicts.
In addition, bearing in mind that MDPs primarily affect lawyers working in business law, who serve corporate clients rather than litigators and lawyers advising individuals, MDPs would put at risk the unity of the profession and might cause it to split in the long term. The profession must remain united because the different branches and specialities mutually benefit each other 82 . The prospect of MDPs are already threatening that unity 83 .
Some believe that MDPs should be just approved and regulated. The solution would be simple if incompatible occupations could be made compatible through regulation. Can these incompatibilities be accommodated?
A few years ago a newspaper asked whether the large auditing firms are still a profession or a business. The legal profession is still a profession, not a business, and must remain so.
It is true that guild power - the control of organisations and market factors - had declined as state power and capitalist power have encroached upon it 84 , but still professions in general occupy a position of importance in our society which is unique in history 85 , and the legal profession in particular plays a vital role in modern society and particularly in social integration of all elements within society 86 . The activities of the legal profession are one of the most important mechanisms by which a balance of stability is maintained in society 87 .
The lawyer is the expert in law and as a co-minister of justice. His profession is shaped by his independence and legal values. These legal values must be updated according to modern demands, but never abandoned.
1 The Law Society of England & Wales Consultation Paper, Multi-disciplinary Practices: Why? Why not?, October 1998. 2 The Connecticut Law Tribune, May 12 1997: "The Big Six poised to take over": "The Big Six are the most visible threat, especially in Europe, because they are so large and cover so much territory and therefore can have a quicker impact, but lawyers need to look for possible competition in many directions." 3 Nick Prentice, head of tax and legal practice of Arthur Andersen, says "...we are still aiming to build a strong international law network offering English law advice", The Financial Times, 4th June 1998. 4 Ibid. 5 Michael Chambers, Commercial Lawyer, The Editor's Page. 6 As stated by the CCBE in its Declaration of 1993 (see III, 2), lawyers already co-operate with members of other professions in the best interests of their mutual clients. By doing so the professions take advantage of one another's complementary skills. This will happen to an increasing extent as law, economics and business continue to integrate more closely. But this has been done to date almost exclusively separately, that is to say that whatever the level of co-operation, the different disciplines have advised independently of each other and have done so according to the regulations by which they are separately and differently governed. 7 I have the experience of a law firm and an accounting firm starting working in the same transaction; the accountants asked the lawyers whether they minded that a legally trained member of the acounting firm could be present in the first meeting. The lawyers reluctantly accepted and the meeting took place with the client. The following day the client received a report from the accounting firm lawyer on the legal issues of the transaction without anybody requesting it. 8 On the legal profession in Europe, see for instance Alan Tyrell,Q.C. & Zahd Yaqub, The Legal Profession in the New Europe, 2nd edition, 1996; Ramón Mullerat, "Lawyers in the World", Juriste Internationale, August 1998, p. 21; Ramón Mullerat and Rosa María Muñoz, "Derecho profesional para el abogado. La profesión de abogado en Europa y en España", Praxis, 1998, chapter 3. 9 In France, for instance, there are 174 local bars, in Spain 83, etc. Portugal is the only southern European country with a national bar and Greece the only one without a national federation of bars. 10 For instance the General Council for the Spanish Legal Profession (Consejo General de la Abogacía Española). 11 See III. 12 Austria, Germany and Liechtenstein (Rechtsanwalt), Belgium (Avocat, Advocaat, Rechtsanwalt), Denmark, Norway and Sweden (Advokat), Finland (Asianajaja), France (Avocat), Greece (Dikigoros), Iceland (Lögmadur), Ireland and England & Wales (Barrister or Solicitor), Italy (Avvocato or Procuratore), Luxembourg (Avocat-Avoué, Rechtsanwalt), Portugal (Advogado), Scotland (Advocate or Solicitor), Spain (Abogado), The Netherlands (Advocaat). 13 Cyprus, the Czech Republic, Hungary, Poland, the Slovak Republic, Slovenia, Switzerland and Turkey. 14 CCBE Constitution, Revised version by the Presidency 24th April 1993, Art. 1.03 g). 15 Basically the Commission, the Council of Ministers, the Parliament and the Court of Justice. 16 CCBE, Declaration on Multidisciplinary Partnership, Plenary Session, Brussels, 26 November 1993. Ramón Mullerat, "Asociaciones Multidisciplinares", Món Juridic, nº 130, November - December 1996, p. 29. 17 Robert Martin, (former President of the UIA), "L'indépendence de la justice", 28th Congress of the UIA: "L'indépendence de la justice constitue la caractéristique la plus importante de l'avocat. L'indépendence est à la fois la force, le devoir et la raison d'être de l'avocat."; Ramón Mullerat, "Independence: the quintessence of the legal profession", Conference of the Insititute for European Policy. Round table on the "Guarantees for the Independence of Russian Lawyers", Katholieke Universieit Leuven, 3rd June 1996. 18 CCBE Code of Conduct, art. 2.1.1: "The many duties to which a lawyer is subject require his absolute independence, free from all other influence, especially such as may arise from his personal interests or external pressure. Such independence is as necessary to trust in the process of justice as the impartiality of the judge. A lawyer must therefore avoid any impairment of his independence and be careful not to compromise his professional standards in order to please his client, the court or third parties."> 19 Bearing in mind that the 6th European Company Law Directive requires an accounting firm carrying out auditing functions to be in absolute control of chartered accountants, the dependency of a law firm merging with an accounting firm seems inevitable. 20 CCBE Code of Conduct, art. 2.3.1: "It is of the essence of a lawyer's function that he should be told by his client things which the client would not tell to others, and that he should be the recipient of other information on a basis of confidence. Without the certainty of confidentiality there cannot be trust. Confidentiality is therefore a primary and fundamental right and duty of the lawyer." 21 Michel Van Doosselaere, "Task Force on MDPs", The Association of the Bar of the City of New York, 16th June 1997. 22 The MDP Committee has prepared a draft position of the CCBE ("Stage report", plenary session 27th-28th November 1998) with some recommendations and, inter alia, they are: 1.1. With a view to the independent and impartial service to the legitimate interests of their clients, without fear or prejudice and free from all conflicting other interests; and also with a view to safeguarding the confidentiality of information imparted by clients, lawyers should not be permitted to engage in forms of co-operation which give to persons not having the position of lawyer, and themselves subject to duties, regulatory principles or interests relevantly different from those applicable to lawyers, a substantial influence over the lawyer's practice or over any form of organisation upon which the lawyer's practice depends to an appreciable degree; 1.2. Forms of co-operation as meant in §1.1. include co-operation in which non-lawyers • Hold the whole or part of the capital of the institution to which the lawyer's practice belongs or with which it is closely affiliated, or • Use the name also used for the lawyer's practice or for the organisation to which that practice belongs or is closely affiliated, or • Have actual factual or legal control over the said practice or organisation. The holding of capital should be equated, for the above purposes, with situations where factual or legal entitlement exists to the financial results, or to assets and resources essential to the policies of the lawyer's practice; 1.3 The stated maxims as to influence exercised via capital or via other financial ties, otherwise reflect the general principle that lawyers should avoid the sharing of their professional business earnings with others, in whatever form - such forms of sharing being of particular concern in respect of professional independence. An unacceptable degree of factual influence can exist even where the formal ties between a law firm and other professionals are of very limited extent (sharing premises, facilities, telecommunications, archives, etc.). 23 The EBF defines MDPs as the practice of different professions within a single structure and with the same interests, directly or indirectly shared. 24 98/5/EC. The cross-border practice of lawyers within the EU is assured through three directives, the Services Directive (77/249/EC), the Diplomas Directive (89/48/EC) and the Establishment Directive (98/5/EC). 25 Art. 1.1. 26 Art. 1 (2) (a): "lawyer" means any person who is a national of a Member State and who is authorized to pursue his professional activities under one of the following professional titles: Belgium: Avocat/Advocaat/Rechtsanwalt; Denmark: Advokat; Germany: Rechtsanwalt; Greece: (I(((ó(((; Spain: Abogado/Advocat/Avogado/Abokatu; France: Avocat; Ireland: Barrister/Solicitor; Italy: Avvocato; Luxembourg: Avocat; Netherlands: Advocaat; Austria: Rechtsanwalt; Portugal: Advogado; Finland; Asianajaja/Advokat; Sweden: Advokat; United Kingdom: Advocate/Barrister/Solicitor. 27 Law Society's Solicitors' Practice Rules, rule 7(1). 28 Rule 7(6). 29 Rule 7(7). Rule 4 limits what solicitors who are employed by non-solicitors may do. 30 The General Council of the Bar Website, http://www.barcouncil.org.uk/ 31 In a report of August 1986 the Director General of the Department of Trade and Industry requested that the Office of Fair Trading consider the formation of MDPs, suggesting that s. 716 of the Companies Act 1985 be revised with a view to removing obstacles to MDPs and proposing that specific large MDPs should be permitted as long as they are regulated by the professional bodies. Robert G. Lee, "Practice Management", Professional negligence", September 1991. 32 Chris Fogarty, The Lawyer, 10th November 1998, p. 1. 33 Paragraph 19.2. 34 Prince Jefri Bolkiah v. KPMG (a firm) HL Session 1998-99, Publications on the Internet, 18th December 1998. 35 e.g. investigations, witness interviews with and without the presence of solicitors, document searches, conferences with counsel with and without the presence of solicitors, drafting supoenas and reviewing draft pleadings. 36 See III, 3. 37 SV 93, op. cit. 38 See III. 3. 39 At the same time, in a separate case involving the question of conditional fee arrangements, in January 1999 the Dutch competition authorities issued a provisional opinion that the Bar was a 'conglomerate of enterprises' rather than a public body and that it could not ban Dutch lawyers from entering into no win, no fee agreements. Frederik Heemskerk, general secretary of the Dutch Bar, has said: "It needs to be established once and for all that the Bar is a public body that can put out rules binding its members on the grounds that they are in the public interest, rather than just in the interests of the members". The Law Society Gazette, 17 February 1999. 40 Royal Decree 2090/1988, 24th July. 41 Estatuto General de la Abogacía Española, art. 21. 42 Art. 22. 43 Art. 22, 2 b). 44 Art. 29. 45 Expansión, 28th May 1998, p. 53: "The auditing sector has followed a line of growth in the last few years on the basis of carrying out jointly auditing and legal advice work. Specifically, the the 1997 financial year, 22% of the billing of firms derived from legal services." 46 In its session of 16th October 1997. See Abogacía Española, Nº 4, Año I, August/September 1997. 47 VII Congreso de la Abogacía Española, Conclusions (22), 11th-13th March 1999. 48 § 3 of the Bundesrechtsanwaltsordnung (German Lawyers' Act); Hans-Jürgen Hellwig, ABA "Commission on Multidisciplinary Practice Presentation", Los Angeles, February 4, 1999. 49 Rudolf Lauda, "Das berufliche Umfeld des Rechtsanwalts und anderer damit verbundener Tätigkeiten", FBE Congress, Festivitat de Sant Raimon de Penyafort, 23rd January 1999; Hans-Jürgen Hellwig, "Presentation at the public hearing", ABA Commission on MDPs, Los Angeles, 4th February 1999. 50 Josephine Carr, "Any other business? Multi-disciplinary practices and all that", Lawyers in Europe, August/September 1993 51 Position of the Bundesrechtsanwaltskammer on the merger project of Price Waterhouse/Coopers & Lybrand, IV/M.1016, March 1998. 52 Róisín Killeen, "The repercussions of reform", Lawyer International, November 1994, p. 8. 53 Decret 1197, art. 50, 27 November 1991. 54 Michael Chambers and Patrick Wilkins, "Accountants on the March", Commercial Lawyer, February 1996, p. 16. 55 Gerard Mazet, Acceuil au 3ème Congrès de l'ACE, 19-21 October 1995; Art. 59 Act 31 December 1971: "Les personnes exerçant une profession règlementée peuvent, dans les limites autorisées par la règlementation qui leur est applicable, donner des consultations juridiques relevant de leur activité principale et rédiger des actes sous seign privé qui constituent l'accessoire direct de la prestation fournie"; Laurent Aynes, "Consultation délivrée à le Conférence des Bâtonnier et à l'Ordre des Avocats à la Cour de Paris, 30 November 1995; Michel Germain, "Consultation", 30 December 1995; Jacques Mestre, , opinion, 12 December 1995. 56 Christophe Ricour, Speech at the General Assembly of the Conférence des Bâtonniers: "... l'examen objectif de la situation démontre que certains professionnels de chiffre ont décidé de violer sans complexe les règles par le législteur en donnant à la notion d'accessoire une portée qu'elle en peut avoir". 57 Michael Chambers and Patrick Wilkins, op. cit., p. 16: "... accountants' law firms occupy six out of the top nine places [in the league table of French law firms according to size]. Their fee income totals more than £200m." 58 ABA Commission on Multidisciplinary Practice, "Background Paper on Multidisciplinary Practice: Issues and Developments", The Professional Lawyer, Fall 1998, Volume 10, Issue Number 1, p. 5. 59 Bernard L. Greer, "Professional Services in the Global Economy: Implications of 'One-Stop Shopping'", International Business Lawyer, March 1996, p. 135. 60 Bernard Vatier, Bulletin du Bâtonnier, 23 January 1996. 61 Report of the Contribution Intersyndicale à la Mission Parlementaire de Monsieur Henri Nallet, "Guichet unique du droit, interprofessionnalité réglementée: deux impératifs pour les clients et les justiciables.", March 1999, p. 71. 62 The French distinguish between "multidisciplinairieté" (a law firm practising different disciplines) and "interprofessionalité", which are the MDPs. 63 This section is based on the Contribution Intersyndicale à la Mission Parlementaire de Monsieur Henri Nallet, op. cit., p. 50. 64 "...seul le conseil de l'Orde National peut déterminer les autres professions libérals avec lesquelles les avocats peuvent s'associer ou se grouper en Belgique." 65 Boletim da Ordem dos Advogados, see Award of Plenary Session of the Bar of 1st Septemeber 1994. 66 International Bar Association Standing Committee on multidisciplinary practices, "Position paper for submission to the IBA Council." 67 "Report presented by the First Vice President, Luis Delgado de Molina, regarding the situation regarding the professional practice of auditors of the functions and works of lawyers", 12th March 1998, p. 12: "8.7. The UIA declares its opposition to Multidisciplinary Practices between lawyers and accountants, whether in direct or indirect form, or whether in the form of an association of legal persons with a management structure and with common financial interests, save for such modes of collaboration or association which respect the principles of confidentiality (professional secrecy), independence and the freedom of lawyers", UIA Preliminary report on MDPs, Governing Board, January 16, 1999. 68 Michael Chambers, Commercial Lawyer, The Editor's Page. 69 It has been said that accountants and lawyers are merely two sides of the same coin; more graphically it has been claimed that accountants are merely lawyers who do not understand words, while lawyers are accountants who cannot count. Gail Counsell, "Multidiscpline and the megabuck", Accountancy, March 1988. 70 The City Research Project Subject Report XIX, "The Competitive Advantage of Law and Accountancy in the City of London", September 1994, p. 2: "The difference between reputations for quality and for reliability may at first appear overly subtle; however it is an important difference because it has addected the ability of accounting firms to diversify into markets where reputation for reliability is less important than reputation for innovation and quality". 71 Law Society, Consultation paper, op. cit. 72 Ramón Mullerat, "Professionalism in Europe: How the values of the profession are transmitted in Europe", ABA Annual Meeting, Section of Legal Education and Admissions, Toronto 30th July 1998. Michael Mathews, Vice-President of the Law Society of England and Wales, "Statements submitted by candidates for election of the office of President, Vice President and Deputy Vice President", 1998-99: "What is the nature of our profession? Are we indeed still a profession, a trade or some hybrid? How should we deal with competition and regulation in a commecial world? ... I believe we are a hybrid. ... I believe that we must find an approach that preserves our professional integrity but allows us to compete effectively." 73 See VI. Michael Chambers, op. cit.: "The lawyer's job is to understand social relationships between people and between organisations and to examine the rights and duties on either side... The accountant's job is different. It is to measure transactions and possessions which can be defined by their monetary value, sales and purchases and marketable assets... Lawyers are at the heart of social like, whether public or private, commercial or charitable... Accountants on the other hand, are separated from the living beat of reality behind the screen of money... This fundamental difference in attitudes to work explains the "culture clash" between the two professions." 74 Emilio Cuatrecasas, "Auditoría de Cuentas y Competencia Desleal (Reflexiones en torno a la profesión de auditor y valoración de sus actuaciones profesionales como potencialmente constitutivas de actos y conductas desleales)", Barcelona, September 1996. "The auditor works for the company being audited, but also at the same time for society in general; he renders a service which has a marked component of the ... public good, as he carries out an analysis and gives an opinion which benefits not only whoever has been obliged by law to engage and pay him, but also to all." 75 Jeffrey L. Jacobs, Of Counsel, "Attorneys vs. CPAs", Vol. 17, No. 4, February 16 1998, p. 9: "...lawyers must be zealously loyal simply to comply with their profession's model rules. By contrast, accountants are trained to be objective and, at least as auditors, are obliged to maintain independence of the client." 76 Parkes J of the English Court of Appeal (in re. A firm of solicitors  2 W.L.R., 809, 818-19) went as far as to doubt that an impregnable Chinese wall could ever be created. Cited by Lois Moore, "English perspective on the duty of loyalty", Rights, liability and ethics in international legal practice, 1992, p. 25; Bernard J. Greer Jr., "Professional Services in the Global Economy: Implications of 'One-Stop Shopping' ", International Business Lawyer, March 1996, citing Trustco Bank New York v. Melino, 625 NYS2d 803 (NYSupp 1995): "... the maintenance of the Chinese Wall would require periodic hearings to assure the wall was not being breached. In effect, what this means is that the parapets of the Chinese Wall would have to be manned by the judiciary, and the judiciary does not have sufficient resources to take on this added duty. Nor is the impermeability of a Chinese Wall an attainable concept. Even the original Chinese Wall was overrun by the barbarians." 77 Roscoe Pound, The lawyer from antiquity to modern times, St. Paul Publishing, 1953: "The terms refers to a group... practising a learned art as a common calling in the spirit of public service - no less a public service because it may indidentally be a means of livelihood. Pursuit of the learned art in the spirit of public service is the primary 78 Raymond L. Solomon, "Five crises in one: the concept of legal professionalism", Lawyers' ideals/Lawyers' practices, 1992, p. 153: "Five crises in the legal profession have been identified between 1925 and 1960. They are related to Prohibition (1925 to 1932); the Great Depression (1929-1938); court-packing and the growth of federal regulation (1936-1945); McCarthyism (1948-1958) and the specter of federally funded legal services (1954-1960). 79 ABA, Standing Commission Referendum,: "In the spirit of public service: a blueprint for the rekindling of lawyers' professionalism", 1986, p. 1. 80 The Lawyer, 24 March 1999, "MDPs do not hold a quick fix for firms": "It would be a gullible client who expected a group of professionals to band together for anything other than profit..." 81 John Gibeaut, ABA Journal, "Squeeze!", quoting William D. Elliott, former tax section chair of the State Bar of Texas, p. 43: "It's not a question of competence. There is always someone smarter than me in the next graduating class around the corner. It's not a question of money. It's a question of morality." 82 David Ward, "The rule of law. The President's address to the 1989 National Conference", The Law Society Gazette, 19th October 1989: "The duty solicitor at the police station at 2 o'clock is performing a vital role in society. The City solicitor in his office dealing with a multi-billion dollar transaction also at 2 am is also performing a vital role in society. The City solicitor benefits in reputation and standing from being a member of the profession which will, sometimes at great inconvenience, fight for the civil liberties of the weak. The duty solicitor at the police station benefits from the authority and standing which comes from being a member of a profession which also acts for the great and powerful in commerce and government. Both types of solicitor are mutually interdependent. ... The rule of law cannot be divided up into portions to be adopted and ignored at will. A lawyer's essential functions and obligations are the same whatever kind of client he acts for regardless of age, sex, race, colour, religion or financial standing and whether he acts for several clients in private practice or at a law centre or for one client as an employed solicitor in the civil service, local government or commerce and industry. A solicitor is a solicitor. Let us keep it that way". 83 In its reponse to the Law Society of England & Wales' consultation on MDPs (see VI, 1, C above), the Bristol Law Society has proposed a separately regulated group of "guaranteed independent" lawyers with "a separate system of regulation to distinguish them from MDP lawyers". 84 Elliot A. Kraus, "Death of the guilds", 1996, p. 22. 85 T. Parsons, The professions and social structure, 1939, p. 34. 86 Roger Cotterell, The sociology of law, 1994, p. 87. 87 David Müller, Social practice, 1976, p. 305.