What Does “Of Counsel” Mean?

I’m sure you aren’t the only one who has wondered “what does of counsel mean?” because I wondered that too when I was a budding lawyer. Aside from the fact that it sounds ungrammatical, there is nothing in the term “of counsel” to give you a clue as to its meaning. Lawyers, you will learn, loves using archaic terms for things so that laypeople have no idea what they are talking about.

“Of counsel’, one of these mysterious law firm terms, simply means a lawyer who is employed by a firm to do work but is not an associate or a partner. It’s essentially another way that lawyers get paid. As an example, attorneys “of counsel” are often really talented lawyers who come in to do work on high profile cases or those requiring a specialty. It can also be used in other contexts…The ABA opinion below says there are four ‘acceptable’ definitions of the term. Skip ahead if you don’t want to be bored to death. Anything the ABA says usually knocks anyone reading it half-unconscious:

• A part-time practitioner who practices law in association with a firm, but on a basis different from that of the mainstream lawyers in the firm. Such part-time practitioners are sometimes lawyers who have decided to change from a full-time practice, either with that firm or with another, to a part-time one, or sometimes lawyers who have changed careers entirely, as for example former judges or government officials, or attorneys who transition from corporate/in-house practice to law firm practice.
• A retired partner of the firm who, although not actively practicing law, nonetheless remains associated with the firm and available for occasional consultation.
• A lawyer who is, in effect, a probationary partner-to-be: usually a lawyer brought into the firm laterally with the expectation of becoming a partner after a relatively short period.
• A permanent status in between those of partner and associate, having the quality of tenure, or something close to it, and lacking that of an expectation of likely promotion to full partner status.

(source)

In short, “of counsel” is used for lawyers who didn’t make the cut as a partner but are still hired, by former partners who may still have some occasional use for the firm, and by big-wigs who aren’t around all the time but still consult or do other work for the firm. You don’t know too much about what role a lawyer has by seeing “of counsel” next to their name- it could mean they are a total rainmaker and the best lawyer ever, or it could mean they weren’t good enough to get equity at the firm but are still just barely useful enough to keep on the payroll.

Nothing is ever simple and straightforward in law, not even the job titles.

If you are afraid of being clueless about stuff like this when you get to law school, it may be a good idea to read up on legal terminology and other legal topics. The following is a list of great books to read before law school that includes helpful reference material:

THE BEST PRE-LAW SUMMER READING

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