See also:

NONLAWYERS PROVIDING LEGAL ADVICE

“Where should managers draw the line on providing “legal” advice to boards? Often boards ask questions about the Civil Code, contracts, collection policies, etc. and put managers on the spot to help interpret and understand provisions in legal agreements.”

California law defines the phrase “practicing law” very broadly, to include giving legal advice and preparation of contracts or other legal documents. It is illegal to practice law in California without a license. Managers should never give advice on the interpretation of a statute or the application of a statutes of limitations or repose. Arguably, directors are not protected from liability if they rely on managers who, by definition, are not qualified to give legal advice (whereas directors are generally protected if they rely upon the advice of counsel).