The Ethics of Alternative Business Structures and Managed Services Organizations

Francesca Giannoni-Crystal, Co-Founder & Partner | Crystal & Giannoni-Crystal

Francesca Giannoni-Crystal is the co-founder and partner of Crystal & Giannoni-Crystal, LLC (CGC), a boutique firm she established in 2011 with Professor Nathan M. Crystal. A dually-qualified U.S. and Italian attorney with nearly two decades of cross-border transactional and compliance experience, Francesca serves industrial, commercial, and technology companies, banks, financial institutions, and law firms — both domestically and internationally. She is widely recognized as a “lawyer for lawyers” helping firms navigate the ethical complexities of operating across civil law and common law jurisdictions.

• Education & Credentials

Francesca holds two Juris Doctor degrees: one from the University of Florence in Italy (110/110) and one from the Charleston School of Law (cum laude). She is admitted as an attorney in New York and the District of Columbia, as an avvocato in Italy, and as a foreign legal consultant in South Carolina. She is also admitted to the United States District and Bankruptcy Courts for the District of Columbia.

• Recognition & Leadership

Francesca has been recognized by Super Lawyers for her work in international law, with a practice profile spanning technology and internet law, corporate law, data protection, lawyers’ ethics, and space law. She is a frequent co-author with Nathan M. Crystal on professional responsibility, cross-border ethics, and the application of conflicting ethical rules in international commercial arbitration, with articles in the Mississippi College Law Review, South Carolina Lawyer, and Opinio Juris in Comparatione.

• Professional Involvement

Francesca served on the subcommittee of the South Carolina International Law Committee responsible for recommendations on the limited admission of foreign lawyers to practice. She contributes to Technethics and is a regular speaker and writer on lawyers’ professional responsibility, including the ethical questions presented by Alternative Business Structures and Managed Services Organizations.

• Experience

Before co-founding CGC, Francesca served as a legal consultant for the Italian Industrial Association and as an attorney for Deloitte Legal before opening her own Italian practice serving major companies and international groups. Her transactional experience covers contracts, commercial, banking, internet, and business law, international transactions, M&A, company formation and reorganization, financing, and property development — with matters handled in Argentina, Brazil, China, France, Spain, the U.K., the U.S., and Italy.

Nathan M. Crystal, Co-Founder & General Counsel| Crystal & Giannoni-Crystal

Nathan M. Crystal is the co-founder, attorney, and general counsel of Crystal & Giannoni-Crystal, LLC (CGC), the boutique firm he established in 2011 with Francesca Giannoni-Crystal. Both a scholar and a practicing attorney, Nathan concentrates in professional responsibility and contract law, advising individuals, entities, and major law firms and lecturing on these subjects throughout the world. He has consulted on contracts and professional responsibility for almost forty years and has served as a testifying or consulting expert in more than 100 cases.

• Education & Credentials

Nathan holds degrees from the University of Pennsylvania (Wharton School) and Emory Law School, where he graduated second in his class and served as editor-in-chief of the Journal of Public Law. He earned an LL.M. from Harvard Law School. He is admitted to practice in South Carolina, Georgia, New York, and the District of Columbia.

• Recognition & Leadership

Nathan is a Class of 1969 Professor Emeritus of Professional Responsibility and Contract Law at the University of South Carolina, where he taught for 34 years, and currently teaches Professional Responsibility at NYU as an adjunct professor. He has been selected for The Best Lawyers in America© since 2015 in Ethics and Professional Responsibility Law, and since 2018 as Lawyer of the Year for Charleston, SC in the same field.

• Professional Involvement

Nathan has served on the South Carolina Bar Ethics Advisory Committee for more than twenty years, including as chair from 2002–2003, and on the New York City Bar Ethics Advisory Committee. He has chaired the International Law Committee of the South Carolina Bar and is a member of the ABA, South Carolina Bar, Georgia Bar, New York State and City Bar Associations, Association of Professional Responsibility Lawyers, and American Association for Justice.

• Experience

Nathan is the author or co-author of four books — three on legal ethics and one on contract law — including Professional Responsibility: Problems of Practice and the Profession (Aspen, 7th ed. 2020), used at more than 30 law schools, and Problems in Contract Law: Cases and Materials (Aspen, 9th ed. 2019), used at more than 80 law schools and reported to be one of the two most widely adopted contracts books in the country. He authors the bimonthly “Ethics Watch” column for South Carolina Lawyer and lectures frequently to the American Bar Association and the United States Department of Justice on professional ethics.

SESSION 1 – What Are ABS and MSO, and How and Why Did They Develop? | 2:30pm – 3:00pm

Trace the origins of Alternative Business Structures and Managed Services Organizations, the regulatory and market forces driving their emergence, and the structural distinctions that separate the two models in current legal practice today.

SESSION 2 – Lawyer Participation Models in ABS and MSO Vehicles | 3:00pm – 3:30pm

Examine the participation pathways available to lawyers, including ABS referrals and co-counsel arrangements, MSO engagements, and the specific contractual terms subject to negotiation within each structural model attorneys encounter.

BREAK | 3:30pm – 3:40pm

SESSION 3 – Ethical Issues in Cooperating with ABS or MSO | 3:40pm – 4:10pm

Identify the fee-splitting, conflicts, and unauthorized-practice exposure lawyers face, alongside recent ethics opinions and the divergent positions taken by Arizona, Utah, Puerto Rico, California, New York, and South Carolina.