Del. Supr. Ct. R. 67

(a) Rights and restrictions of Professional Organizations. —Attorneys may form (i) professional service corporations for the practice of

law under The Delaware Professional Service Corporation Act (8 Del. C., ch. 6), as amended from time to time and any successor statute

thereto (the “Delaware Professional Service Corporation Act”), (ii) general partnerships, including limited liability partnerships, for the

practice of law under the Delaware Revised Uniform Partnership Act (6 Del. C., ch. 15), as amended from time to time and any successor

statute thereto (the “Delaware Uniform Partnership Law”), (iii) limited partnerships, including limited liability limited partnerships, for

the practice of law under the Delaware Revised Uniform Limited Partnership Act (6 Del. C., ch. 17), as amended from time to time and

any successor statute thereto (the “Delaware Revised Uniform Limited Partnership Act”), and (iv) limited liability companies for the

practice of law under the Delaware Limited Liability Company Act (6 Del. C., ch. 18), as amended from time to time and any successor

statute thereto (the “Delaware Limited Liability Company Act”). If any attorneys in such professional service corporations, general

partnerships, limited liability partnerships, limited partnerships, limited liability limited partnerships and limited liability companies

practice law in Delaware, then such professional service corporations, general partnerships, limited liability partnerships, limited

partnerships, limited liability limited partnerships and limited liability companies (“Domestic Professional Organizations”) shall be

operated in accordance with the provisions of this Rule. Attorneys may practice law in Delaware in a similar professional organization

formed pursuant to the laws of a jurisdiction other than Delaware (“Foreign Professional Organization” and, together with Domestic

Professional Organization, “Professional Organization”), and the laws of such other jurisdiction shall govern its (i) organization, (ii)

internal affairs and (iii) the liabilities of its shareholders, partners or members (defined collectively as “members”), provided that such

Foreign Professional Organization is operated in accordance with the applicable provisions of this Rule, including the financial

responsibility requirements of subsection (h) of this Rule. Whether or not the provisions of this Rule are set forth in the organizational

documents of a Foreign Professional Organization, they are applicable and binding by operation of this Rule. If no attorneys in a

professional service corporation, general partnership, limited liability partnership, limited partnership, limited liability limited partnership

or limited liability company practice law in Delaware, then this Rule is not applicable to such attorneys or to such professional service

corporation, general partnership, limited liability partnership, limited partnership, limited liability limited parnership or limited liability

company.

(b) Name of Professional Organization. —The name of a Professional Organization operating in accordance with this Rule shall always

meet the ethical standards for the names of law firms established by The Delaware Lawyers’ Rules of Professional Conduct.

(c) Powers and governance of Professional Organizations. —A Domestic Professional Organization may exercise the powers and

privileges conferred upon it by the laws of Delaware only in furtherance of and subject to its purposes which shall be limited to conducting

the practice of law as permitted by The Delaware Lawyers’ Rules of Professional Conduct and these rules. Except as expressly provided

herein, Domestic Professional Organizations, including the liability of shareholders, partners and members for the debts and obligations

of Domestic Professional Organizations, shall be subject to and governed by The Delaware Professional Service Corporation Act, the

Delaware Uniform Partnership Law, the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company

Act, as the case may be; provided, however, persons who do not meet the qualifications of Bar membership set forth in subsection (d) of

this rule shall not exercise any authority whatsoever over professional matters.

(d) Bar membership. —All shareholders, partners and members of, and all attorneys employed by, a Professional Organization who

practice law in Delaware shall be members of the Bar of this Court. All attorneys employed by a Foreign Professional Organization for

the practice of law outside of Delaware, and all shareholders, partners or members of such a Foreign Professional Organization who are

not members of the Bar of this Court, shall be admitted to practice in the highest court of a state other than Delaware or territory of the

United States or the District of Columbia or licensed to practice law under the laws of another jurisdiction other than a state or territory

of the United States or the District of Columbia.

(e) Successor ownership. —Upon the death, ineligibility, removal, withdrawal or resignation of a shareholder, partner or member of a

Domestic Professional Organization, such person or the estate of such person shall dispose of all of his or her shares or interests in the

Domestic Professional Organization forthwith, either to the Domestic Professional Organization or to any person having the qualifications

described in subsection (d).

(f) Filing requirements. —If not already filed, a Professional Organization shall file with the Clerk of the Court within 30 days of the

date this Rule becomes applicable to such Professional Organization a certified copy of the original certificate of incorporation, statement

of qualification as a limited liability partnership or limited liability limited partnership, certificate of formation or similar document, as

the case may be, and all amendments thereto and restatements or renewals thereof. After the initial filing of such organizational documents

with the Clerk of the Court, the Professional Organization shall also file with the Clerk of the Court within 30 days of the date of their

filing with the Secretary of State of the State of Delaware all amendments, restatements or renewals of such organizational documents.

At the time of the initial filing of such organizational documents with the Clerk of the Court, the Professional Organization shall file with

the Clerk of the Court a list of all shareholders, partners or members of and attorneys employed by the Professional Organization. At the

time of the annual registration of members of the Bar pursuant to Rule 69, the Professional Organization shall file an updated list of

shareholders, partners or members of and attorneys employed by the Professional Organization. A Professional Organization shall not be

required to file an updated list of shareholders, partners or members of and attorneys employed by the Professional Organization at any

time other than at the times specified in the immediately preceding two sentences. If a professional service corporation operating in

accordance with this Rule files a certificate of dissolution with the Secretary of State of the State of Delaware, a certified copy of such

certificate of dissolution shall be filed with the Clerk of the Court within 30 days of its effective date. If a limited liability partnership or

limited liability limited partnership operating in accordance with this Rule files a statement of cancellation of statement of qualification

with the Secretary of State of the State of Delaware, a certified copy of such statement of cancellation of statement of qualification shall

be filed with the Clerk of the Court within 30 days of its effective date. If a limited partnership or limited liability company operating in

accordance with this Rule files a certificate of cancellation with the Secretary of State of the State of Delaware, a certified copy of such

certificate of cancellation shall be filed with the Clerk of the Court within 30 days of its effective date. If a Foreign Professional

Organization files a similar document in the jurisdiction of its formation or organization, as the case may be, a certified copy thereof shall

be filed with the Clerk of the Court within 30 days of its effective date.

(g) Standards of professional conduct for Professional Organizations, individual shareholders, partners and members and other attorneys.

—A Professional Organization shall do nothing which, if done by an attorney employed by it, would violate the standards of professional

conduct established for the attorney by the Court. A Professional Organization and its shareholders, partners or members and other

attorneys employed by a Professional Organization who practice law in Delaware shall at all times comply with the standards of

professional conduct established by The Delaware Lawyers’ Rules of Professional Conduct and the provisions of these rules. Any attorney

who practices law in Delaware and who, by act or omission undertaken on behalf of a Professional Organization, causes the Professional

Organization to act or fail to act in any way that violates the standards or rules of this Court shall subject to disciplinary action.

(h) Financial responsibility. —

(i) Individual liability. —Each shareholder, partner or member of a Professional Organization shall be liable to the extent provided by

law for his or her own negligence, wrongful acts or misconduct in rendering legal services (“Acts”).

(ii) Joint and several liability. —Each shareholder, partner or member of a Professional Organization shall be jointly and severally

liable for any liability of the Professional Organization based upon a claim arising from Acts by shareholders, partners or members of

and other persons employed or otherwise retained by the Professional Organization in the rendering of legal services while such person

was a shareholder, partner or member of the Professional Organization, in an amount not to exceed the aggregate of both of the

following:

(1) The per claim amount of adequate professional liability insurance applicable to the Professional Organization under clause (iv)

of this subsection (h), but only to the extent that (1) the Professional Organization fails to have the professional liability insurance

or other form of adequate financial responsibility required by this Rule or (2) such claim was of a kind not covered by the professional

liability insurance or other form of adequate financial responsibility; and

(2) The deductible or retention amount of the professional liability insurance applicable to the claim;

provided, however, that such liability in any one year shall be limited to the amount of insurance contemplated by clause (iv)(B) of this

subsection (h). The joint and several liability of the shareholder, partner or member of the Professional Organization shall be reduced to

the extent that the liability has been satisfied by the assets of the Professional Organization.

(iii) Limitation. —Notwithstanding the foregoing, if a Professional Organization maintains adequate professional liability insurance

or other form of adequate financial responsibility for any liability arising from Acts by shareholders, partners or members of and

attorneys and other persons employed or otherwise retained by the Professional Organization, the shareholders, partners or members

of the Professional Organization shall not be responsible for any such liability, except as may be otherwise required by the laws

establishing such Professional Organization, as provided in clause (i) of this subsection (h) and as provided in clause (ii)(A)(2) of this

subsection (h) (subject to the proviso contained clause (ii) of this subsection (h)).

(iv) Professional liability insurance. —“Adequate professional liability insurance” means one or more policies of attorneys’

professional liability insurance that insure the Professional Organization and that cover the Acts giving rise to such liability in the

following amounts:

(1) subject to (B) below, coverage in an amount for each claim, in excess of any deductible or retention amount, of at least the

greater of (x) $1,000,000 or (y) the product obtained by multiplying $100,000 by the number of attorneys practicing law in Delaware

with the Professional Organization, but, in any event,

(2) the maximum coverage in an amount for all claims during the policy year, in excess of any deductible or retention amount, need

not exceed the greater of (x) $2,000,000 or (y) the product obtained by multiplying $200,000 by the number of attorneys practicing

law in Delaware with the Professional Organization.

(v) Security other than insurance. —“Other form of adequate financial responsibility” means funds, in an amount not less than the

amount of professional liability insurance applicable to a Professional Organization under clause (iv) of this subsection (h) for all

claims during the calendar year, available to satisfy any liability of the Professional Organization arising from Acts by shareholders,

partners or members of or attorneys employed or other persons employed or otherwise retained by the Professional Organization. The

funds shall be available in the form of a deposit in trust in a Delaware trust company of cash, bank certificate of deposit or United

States Treasury obligation, a bank letter of credit or a surety or insurance company bond.

(vi) Insurance or financial responsibility. —

(1) If, in any proceeding, compliance by a Professional Organization with the requirements of clauses (iv) or (v) of this subsection

(h) is disputed, (1) that issue shall be determined by the court, and (2) the burden of proof of compliance shall be on the person who

claims the limitation of liability of this Rule.

(2) If a Professional Organization is in compliance with the requirements of clauses (iv) or (v) of this subsection (h), the

requirements of clauses (iv) or (v) of this subsection (h) shall not be admissible or in any way be made known to a jury in determining

an issue of liability for an extent of the debt or obligation or damages in question.

(3) Notwithstanding the pendency of other claims against a Professional Organization, the Professional Organization is in

compliance with subsection (h) if:

(I) At the time a claim arising out of the kind of negligence, wrongful acts or misconduct for which liability is limited by this

subsection (h) is asserted through service of a complaint or comparable pleading in a judicial or administrative proceeding, the

Professional Organization has in effect insurance, in the amount set forth in clause (iv) of this subsection (h) that is applicable to

(A) claims made as of the date such claim is asserted or (B) events occurring on the date of the conduct giving rise to such claim;

or

(II) Within 30 days after the day such a claim is asserted as described in (1) above, the Professional Organization has designated

and segregated funds in the amount set forth in clause (v) of this subsection (h).

(4) Notwithstanding any other provision of this Rule, if a Professional Organization is otherwise in compliance with the terms of

this subsection (h) at the time that a bankruptcy or other insolvency proceeding is commenced with respect to the Professional

Organization, it shall be deemed to be in compliance with subsection (h) during the pendency of the proceeding. A Professional

Organization which has been the subject of such a proceeding and which conducts business after the proceeding has ended must

thereafter comply with clauses (iv) or (v) of this subsection (h) in order to thereafter obtain the limitations on liability afforded by

this Rule.

(i) No effects on rights, duties and privileges. —Except as expressly provided herein, nothing in this rule shall be deemed to modify or

in any manner change the law relative to rights, privileges and duties of attorneys or clients or the law applicable to the professional

relationship.