Risk Update

Article — CPA + Law Firm Rules, Risks, and Evolving Landscape

Associate professors Alan B. Clements and Catherine Cleaveland at Kennesaw State University have published an in depth analysis of the landscape and risks facing multidisciplinary account/lawyer practices, worth reading in full for those looking to go into even greater depth: “Blurring the Lines: Multidisciplinary Practice Challenges for CPA Firms” —

  • “As CPA firms increasingly seek to provide integrated legal and advisory services, they face a complex web of ethical, legal, and regulatory constraints limiting their ability to operate as true multidisciplinary practices. These barriers stem from a foundational and unresolved conflict between the lawyer’s duty of zealous client advocacy and the auditor’s duty of independence and professional skepticism.
  • “The article compares traditional rules with newer experimental frameworks that permit multidisciplinary service delivery through regulatory sandboxes and alternative business structures. It also explores workaround strategies—such as parallel firm models and use of legal consultants—and evaluates the risks these structures may create in this evolving landscape.”
  • “For decades, CPAs and attorneys have operated in separate professional silos, each bound by distinct ethical, regulatory, and licensing frameworks. In a world where speed and integration drive business decisions, clients no longer want to juggle multiple advisors: they want solutions, not silos. Whether navigating a merger, responding to regulatory scrutiny, or planning for succession, clients increasingly expect a single team that can handle legal, tax, and financial dimensions. Under a multidisciplinary practice (MDP) model, lawyers, accountants, and consultants collaborate to offer seamless strategic advice.”
  • “But as CPA firms explore these one-stop-shop models, they encounter a patchwork of legal and ethical restrictions that complicate and, in many cases, obstruct their path. Rules prohibiting fee-sharing between lawyers and nonlawyers, concerns over attorney-client privilege, and strict definitions of the unauthorized practice of law (UPL) create high-stakes compliance and liability risks.”
  • “Even as these barriers persist, the ground is shifting. A growing movement is challenging the long-standing structural rules that have kept the legal and accounting professions apart. At the forefront are the Big Four public accounting firms—PwC, Deloitte, EY, and KPMG—which already offer integrated legal services abroad under more flexible regulatory regimes [e.g., the United Kingdom, Australia, and parts of the EU, where Alternative Business Structures (ABS) are permitted]. These firms are pressing for similar flexibility in the United States, arguing that current restrictions hinder innovation and deny clients the benefits of fully integrated, cross-disciplinary solutions.”
  • In February 2025, Arizona’s Supreme Court gave KPMG final clearance to set up a law practice, making the firm the first of the Big Four to do so anywhere in the United States (Mark Maurer, ‘KPMG to Launch US Law Firm Following Court Approval,’ Wall Street Journal, Feb. 27, 2025, https://tinyurl.com/5945bk6e). They are joined by legal technology startups, corporate legal departments, and access-to-justice advocates, all of whom see regulatory reform as essential to modernizing service delivery, expanding access, and responding to the changing needs of clients. Jessica Bednarz has documented legal regulation initiatives in Utah and other states (Unlocking Legal Regulation: Lessons Learned and Recommendations for the Future, Institute for the Advancement of the American Legal System, April 2021). From experimental regulatory sandboxes in Utah to bold licensing reforms in Arizona, the movement for multidisciplinary practice is gaining traction and may soon reshape the professional boundaries that have defined CPA and legal practice for decades (Marilyn Cavicchia, Making Sense of a Shifting Landscape: Sandboxes, Alternative Business Structures, and Regulatory Change, ABA Bar Leader, Sep. 1, 2021).”
    The Regulatory Wall: Core Ethical and Legal Barriers in the United States”
    The foundational divide: advocacy vs. independence.”
  • “Before examining the specific rules that create barriers for multidisciplinary practices, it is essential to understand the fundamental philosophical conflict between the duties of lawyers and the duties of auditors. This conceptual divide is the source of many of the regulatory walls that follow.”
  • “A lawyer’s ethical obligation is one of undivided loyalty and zealous advocacy for a client’s interests. Whether in contract negotiations or a legal dispute, a lawyer is duty-bound to support and advance the client’s position. This duty is reflected in a client’s own recording and reporting of its financial standing. By contrast, an auditor’s primary duty is to the public trust, which requires independence and professional skepticism regarding a client’s financial information. Auditors are explicitly barred from taking positions of advocacy or, colloquially, ‘auditing their own work.’ This inherent conflict—a lawyer advocating for a client’s position versus an auditor independently scrutinizing that same position—has profound implications for any attempt to combine these services within a single structure.”
  • “Before turning to emerging reforms, it is essential to understand the legal and ethical architecture that underpins the status quo in most US jurisdictions. The traditional regulatory framework governing the legal profession was designed to protect clients and uphold professional integrity, but it also creates formidable roadblocks for CPA firms exploring multidisciplinary practice models. Four core restrictions are particularly consequential: the prohibition on non-lawyer ownership and fee-sharing under Rule 5.4, the ban on the UPL, the limited scope of attorney-client privilege in hybrid services, and the heightened risk of conflicts of interest in dual-role relationships. Discussed below, these longstanding rules shape not only what services can be delivered, but also how they are structured, staffed, and marketed.”
  • “Conflicts of interest are magnified when professionals wear more than one hat. Lawyers owe clients a fiduciary duty of loyalty and confidentiality. CPAs must adhere to independence standards, especially in audit settings. [See, for example, Model Rules of Pro. Conduct r. 1.7 (ABA 2023), conflicts of interest with current clients and r. 1.10, imputation of conflicts within a firm; and AICPA, Code of Professional Conduct, §§ 1.200.001 & 1.210.010 (2023), establishing independence requirements for CPAs providing attest services, which may conflict with concurrent legal representation.] In multidisciplinary firms, these duties can collide—particularly if one branch of the firm is providing attest services while another offers legal advice in a matter involving the same client. The absence of clear conflict resolution frameworks for MDPs makes regulators cautious and exposes firms to ethics complaints and malpractice risks.”
  • “As shown in Exhibit 4, New York and Florida continue to follow traditional rules that strictly limit dual roles. Even if technically allowed, lawyers must avoid blurring the lines between legal advice and other professional services. Arizona and Utah, by contrast, are pioneering MDP-friendly models, with rules designed to allow for conflicts to be identified, disclosed, and ethically waived through compliance programs. For best practice, practitioners should always provide clear written disclosures when acting in multiple roles, obtain client consent, and avoid representing parties with adverse interests—regardless of licensure status.”
  • “Despite the formal prohibitions on nonlawyer ownership and fee sharing in most US jurisdictions, professional service firms have long explored creative structures to deliver integrated legal and nonlegal services. These ‘structural workarounds’ aim to capture the client-service benefits of an MDP while nominally adhering to state bar restrictions on the unauthorized practice of law and Rule 5.4 compliance. Conrad J. Jacoby’s ‘Practice Innovations: Non-lawyer Ownership of Law Firms — Are Winds of Change Coming for Rule 5.4?’ examines recent developments in several US states regarding non-lawyer ownership of law firms, (Thomson Reuters, Mar. 29, 2022, https://tinyurl.com/47ujczh7). It is critical to note, however, that while these structures may address rules on ownership and fee-sharing, they cannot resolve the fundamental ethical conflict between a lawyer’s duty of advocacy and an auditor’s duty of independence.”
  • “One common workaround involves the formation of two separate, but closely affiliated, entities: a law firm and a CPA or consulting firm, typically under common ownership or management. The law firm provides legal services exclusively through licensed attorneys, while the affiliated firm offers tax, accounting, or advisory services. Although the entities are formally distinct, they often operate from the same location and serve overlapping clients.”
  • “To navigate these risks, firms often rely upon careful scoping language in engagement letters to delineate which entity is providing which services (Susan Saab Fortney, ‘The Role of Ethics Audits in Improving Management Systems and Practices: An Empirical Examination of Management-Based Regulation of Law Firms,’ St. Mary’s Journal of Legal Malpractice & Ethics, vol. 4, pp. 112–144, 2014). For example, a CPA firm’s engagement may explicitly disclaim legal advice, while referring legal questions to the affiliated law firm. Such formal separation is essential not only for regulatory compliance, but also for preserving privilege and avoiding conflicts of interest. [see United States v. Kovel, 296 F.2d 918, 922 (2d Cir. 1961); United States v. Richey, 632 F.3d 559 (9th Cir. 2011)].”
  • “These structural strategies reflect the growing pressure on professional firms to deliver seamless, multi-disciplinary solutions, despite a regulatory framework that remains wedded to siloed practice models. Whether courts and regulators will continue to tolerate such workarounds—or move to close them—remains an open question, particularly in light of emerging reforms in Utah, Arizona, and abroad.”
  • “The longstanding prohibition on MDPs in most US jurisdictions—rooted in Rule 5.4 and traditional notions of lawyer independence—has imposed real limitations on CPA firms seeking to expand into legal services. These restrictions have created a fragmented regulatory environment, deterring innovation and leading many firms to adopt workaround structures that raise their own risks, including potential violations of UPL laws, erosion of privilege protections, and conflicts of interest.”
  • “Yet the regulatory landscape is beginning to shift. States like Utah and Arizona have pioneered new models through sandbox regimes and ABS licensing, while internationally the United Kingdom and Australia have long embraced integrated professional service models. These developments signal a growing recognition that rigid silos between professions may no longer serve clients or the public interest in a global, fast-moving advisory marketplace. Ultimately, any successful reform must not only address the structural rules like ABA Model Rule 5.4, but also create coherent frameworks for managing the foundational ethical conflict between a lawyer’s duty of zealous advocacy and an auditor’s duty of independence and skepticism. Navigating this divide remains the central challenge for the future of MDPs in the United States.”
  • “For CPA firms considering entry into legal services, the path forward demands strategic evaluation. Firms must assess their risk exposure under current laws, maintain clear ethical boundaries between legal and non-legal services, and ensure that operational models do not inadvertently trigger UPL or privilege waiver issues. At the same time, they should actively monitor state-level reform efforts and be ready to pivot if and when new opportunities emerge.”
  • “Ultimately, the convergence of law and accounting is no longer a theoretical debate: it is an unfolding reality. Firms that understand the regulatory terrain and plan proactively will be best positioned to navigate the evolving frontier of MDP services.”