This material was inspired by the numerous newly-licensed attorneys I have formally and informally mentored. During my eighteen years of practice, I have seen colleagues derail their careers after getting disbarred, suspended or even publicly reprimanded. Given how much time, effort and money we put into obtaining a law license, and how intellectually and spiritually fulfilling and financially remunerative the practice of law can be, I wanted these mentees to understand the common ways that attorneys tarnish their reputations or lose their licenses. I had them read legal ethics opinions I thought they should know. When I finished my first round of formal mentoring, I saw a need for a less ad hoc approach and decided to locate opinions to demonstrate the lessons that I believe needed highlighting. This lecture and its materials are the result.
In the Matter of Patrick E. Treacy, 77 S.C. 514, 290 S.E.2d 240 (1982) may be the most cited disciplinary opinion in all of South Carolina law. Despite both the Hearing Panel and the Executive Committee of the Board of Commissioners on Grievances and Discipline recommending that Treacy be publicly reprimanded, the South Carolina Supreme Court indefinitely suspended him. This harsh sanction was largely due to Treacy's failure to respond to request for information from the disciplinary board.
It shall be a ground for discipline for a lawyer to …willfully violate a valid order of the Supreme Court, Commission or panels of the Commission in a proceeding under these rules, willfully fail to appear personally as directed, willfully fail to comply with a subpoena issued under these rules, or knowingly fail to respond to a lawful demand from a disciplinary authority to include a request for a response or appearance under Rule 19(b)(1), (c)(3) or (c)(4).
Merely ignoring a "notice of investigation" from the Office of Disciplinary Counsel is, in itself, a violation of the South Carolina Rules of Professional Conduct and gives rise to discipline even if the underlying grievance had no merit.
The lesson of Treacy: don't ignore the Office of Disciplinary Counsel.
My first job out of law school was as the lone associate for a well-regarded personal injury attorney who was trying to establish his own practice. The easy cases he worked on himself. I assisted in cases with large damages, questionable liability and, often, significant legal, procedural or evidentiary hurdles to overcome. It was like working for Don Quixote and I did not like being Sancho.
I got to take my first depositions because my boss, trying to outsmart a discovery deadline in a Federal case, noticed a weeks' worth of simultaneous depositions in San Francisco and Washington D.C. When opposing counsel refused to reschedule either set of depositions, I was sent to D.C. with instructions to do the best I could.
This was not ideal circumstances. Not only had I never taken a deposition before, I had never seen a deposition taken before. The depositions were being defended by an Arnold & Porter partner (a hugely political firm established by a former United States Supreme Court justice) and I was deposing high level employees of the American Red Cross, including its President and its Head of Epidemiology.
The whole experience was designed to be intimidating. I arrive at the Arnold & Porter office and notice what looks like a Robert Rauschenberg-inspired wall-sized mural on the lobby wall. I comment to the receptionist that the mural looks like a Rauschenberg and am casually informed that it is an actual Rauschenberg–this firm has million dollar artwork in its reception area! The depositions hadn't started and I was already feeling like a "pretend" attorney that these "real" attorneys recognized as an imposter.
It got worse. For five days no matter what question I asked of a Red Cross witness, Arnold & Porter partner would raise an objection. Often these objections would include long-winded explanations of what was wrong with my question with the objection conveying to the witness the problem that he (all these deponents were male) should have with my question. The deponents, being highly intelligent and experienced professionals, would then use the attorney's objection as a guide to providing evasive answers. This would go on for hours and I had no idea how to get the attorney to stop making objections or get the witnesses to answer my questions. I would end each day so utterly frustrated that it took all my limited emotional strength to not break down sobbing in the Arnold & Porter partner's presence.
Eighteen years later I would know exactly how to handle this situation. In the Matter of Anonymous Member of the South Carolina Bar, 346 S.C. 177, 552 S.E.2d 10 (2001), explains how defending counsel is to conduct him or herself during a deposition in accord with the requirements of Rule 30(j) of the South Carolina Rule of Civil Procedure (a rule derived from Judge Robert S. Gawthrop's seminal opinion in Hall Clifton Precision, 150 F.R.D. 525 (E.D.Pa.1993), which, ironically, is from the same district court as the Red Cross case I was taking depositions in).
The underlying purpose of a deposition is to find out what a witness saw, heard, or did—what the witness thinks. A deposition is meant to be a question-and-answer conversation between the deposing lawyer and the witness. There is no proper need for the witness's own lawyer to act as an intermediary, interpreting questions, deciding which questions the witness should answer, and helping the witness to formulate answers. The witness comes to the deposition to testify, not to indulge in a parody of Charlie McCarthy, with lawyers coaching or bending the witness's words to mold a legally convenient record. It is the witness—not the lawyer—who is the witness.
Rule 30(j)(1), SCRCP also directs the deponent to look to the attorney asking the question, not the witness's own counsel, for any clarifications or explanations. A witness's attorney cannot object to a question just because the attorney does not understand the question. Furthermore, it is improper for counsel to state for the record their interpretations of questions, since such interpretations are completely irrelevant and improperly suggestive to the deponent. A witness's attorney must also refrain from rephrasing questions for the witness.
New Rule 30(j), SCRCP, also limits when an attorney may advise a witness not to answer a question during a deposition. The only circumstances under which an attorney may instruct the witness not to answer a question in a deposition are: (1) when counsel has objected to the question on the ground that the answer is protected by a privilege; (2) when the information sought is protected by a limitation on evidence directed by the court; and (3) when the witness's counsel intends to present a motion under Rule 30(d), SCRCP (witness harassment). See Rule 30(j)(3), SCRCP. The rule even requires attorneys to affirmatively direct their witnesses to answer a question unless they make one of these objections.
In Re Anonymous explicitly states that failing to abide by these above limitations on defending counsel's behavior is not "zealous advocacy" but is, instead, a violation of the Rules of Professional Conduct. In the years shortly after this opinion's release, I continued to see opposing attorneys make speaking or suggestive suggestions but this behavior is declining with time. When such behavior occurs, I make a copy of In Re Anonymous an exhibit to my deposition and read to opposing counsel the provision of this opinion that I believe he or she is violating. This almost always stops the offensive behavior.
In Re Anonymous also contains excellent instructions on the respective duties of a supervising attorney and the attorneys they supervise in complying with the Rules of Professional Conduct.
The lesson of In Re Anonymous: with limited and clearly-defined exceptions, the task of an attorney defending a deposition is to listen and be quiet.
Harvey Golden had a reputation as the seminal attorney in the development of South Carolina family law. The man clearly had impact on our profession. Family court judges rarely discuss their views of individual attorneys with other attorneys yet in 2010 two family court judges spontaneously brought up Mr. Golden. One judge considered Harvey one of the finest domestic attorneys in South Carolina; the other judge considered him the worst.
(1) [Attorney]: And who was your lawyer in your first divorce?
[Attorney]: Was that because you are cheap or you think you are smart enough to be your own lawyer? Is that what you think?
[Smith]: What kind of a question is that?
[Attorney]: It's a good question.
(2) [Attorney]: I don't need criticism from you. You ain't nearly as good as I am about answering questions or asking them. Just answer my questions, mister.
(3) [Attorney]: Don't get snide with me. Just answer my questions or you are going to be in severe difficulty, especially if you make me angry at you. I'm not going to try to get angry with you. Just answer my questions.
(4) [Attorney]: You are coming across as an absolutely ridiculous person. But that's okay, you will learn the hard way.
(5) [Attorney]: You are not smart enough to question my questions. You are not smart enough to even answer my questions. But do the best you can.
(6) [Attorney]: Do you understand English? I speak real clear English.
(7) [Attorney]: You—you must understand that this is not just a test of your telling the truth, this is also a test of your reasonableness. And whether you flunked or not is not going to be subject of my discussion here at this time.
(8) [Attorney]: And if you keep your mouth shut I might get on to [the] next question.
(9) [Attorney]: You are going to jail if you are an obstructionist in this State here, and especially if you are lying.
(10) [Attorney]: Well, I am not going to argue with you. You are not smart enough to argue with.
(11) [Attorney]: No, you don't tell me how to ask questions. We just take your answers down and we'll deal with you with the judge. See, and then we will see how smart you are.
(12) [Attorney]: You are just not smart enough to know what a restraining order is.
(13) [Attorney]: So you think it is your scintillating personality that caused him to want to play chess with you?
(14) [Attorney]: And when was that?
[Smith]: When was that? It was more than once. The first night was New Years Eve.
[Smith]: It was, it was the New Years Eve we left the party.
[Smith]: I would say it was January 1st 1994 was the first time we ever did it.
[Attorney]: That's not New Years Eve. January first is not New Years Eve.
[Smith]: I know but see the clock goes through 12:00. And when it goes past twelve then it is the next day, which makes it January 1st.
[Attorney]: And no longer New Years Eve, is it?
(15) [Attorney]: Did you fight them?
[Attorney]: Did you fight them?
[Smith]: No, I didn't fight them.
[Attorney]: Okay. So they didn't need five, they just needed one, right?
[Attorney]: Why did you bite him?
[Smith]: `Cause I was hungry.
[Attorney]: Okay. Where did you bite him?
[Attorney]: —Asked you where did you bite him?
[Smith]: Okay. Somewhere around his ankle. It was right on top of my face.
[Attorney]: Uh-huh. And was that because you were trying to fight them?
[Smith]: If you had been there I would probably bite you, too.
[Attorney]: No, I'd shoot you before you could bite me.
(16) Attorney referred to Smith, who had been a patient at Charter Hospital, as an "inmate" of the hospital.
[Attorney]: You are not a janitor, are you?
[Attorney]: You are not the janitor, are you?
[Smith]: Gee, now what kind of question was that?….
[Attorney]: … When you said you get the desks in order, that's something for the janitor to do, get the desks in order?
[Attorney's] conduct … exemplifies the worst stereotype of an arrogant, rude, and overbearing attorney. It goes far beyond tactical aggressiveness to a level of gratuitous insult, intimidation, and degradation of the witness. It is behavior that brings the legal profession into disrepute.
While attacking a witness's credibility is a legitimate and often necessary objective, Attorney's conduct at the Smith deposition went far beyond this purpose. We find Attorney's bullying of a mentally unstable witness in the Smith deposition an utterly inappropriate trial tactic. Although Mr. Smith was a hostile witness, Attorney's behavior was unwarranted. If he truly thought Mr. Smith was intentionally being unresponsive and recalcitrant, Attorney could have recessed the deposition and moved the family court for an order requiring Mr. Smith to respond appropriately. We find, by clear and convincing evidence, that Attorney used means that had no purpose other than to embarrass, delay, or burden a third person. Thus, he has violated Rule 4.4 by his conduct at the Smith deposition.
remind the Bar that although a deposition is not conducted in a courtroom in the presence of a judge, it is nonetheless a judicial setting. Because there is no presiding authority, it is even more incumbent upon attorneys to conduct themselves in a professional and civil manner during a deposition.
The lesson of Golden: zealous advocacy never involves treating others with discourtesy.
With one exception, I am always saddened when an attorney I know is disciplined or suspended from the practice of law, even if the attorney is one I don't particularly like. In that one exception the attorney's suspension from the practice of law, and his ultimate indefinite suspension, caused me tremendous relief.
At the time of this attorney's 2000 suspension I had been litigating what was only my second case against him for exactly ten days and he was making me miserable. I had taken over representation from a previous attorney with the understanding that this opposing counsel believed discovery had not been complied with and that my client was in violation of court order. I immediately contacted this attorney in an attempt to resolve the matter amicably only to be told he was setting depositions immediately and wanting to know my availability eleven days hence. I informed him that his proposed date was not convenient and suggested other dates. I further suggested that giving me time to familiarize myself with the file and address his discovery and compliance demands might help move the case towards resolution. This attorney made no attempt to be accommodating and threatened to schedule the depositions for the inconvenient date despite my request, telling me I needed to file a motion for a protective order if I didn't like it. He was one of the few attorneys to demand I provide him my order of protection when I informed him I was protected on a date he wanted to notice depositions (I perceive such verification requests as accusing the other attorney of lying).
I recall the next ten days as a flurry of pointless demands, most of which focused upon minutia and kept either of us from narrowing the issues or resolving the dispute. And then–from my perspective, almost miraculously–he was suspended, new counsel was retained, we had a friendly settlement conference and the case settled with my client having to pay me twice the fees that would have been required had his wife's new counsel been her only counsel but probably one-tenth the fees he would have incurred has this attorney remained her attorney.
Mary Paige Stroud was enrolled at Hilton Head Elementary School. Gretchen Keefner, a principal at the school, testified Respondent unexpectedly came to the school and requested to view Paige's school records and visit with her. Keefner testified Respondent did not present any identification and was dressed in casual attire. Keefner further testified Respondent became verbally abusive when she refused him access to her file. Specifically, Keefner testified Respondent threatened to sue her personally and have her fired if she did not turn over the file.
Additionally, Sheryl B. Keating, a counselor at Coastal Empire Community Health Center on Hilton Head Island, testified that during two or three conversations with Respondent, he became angry and threatening when Keating refused to provide him with confidential information relating to her counseling sessions with Paige Stroud and her mother.
Despite Respondent's denial of these allegations, the subpanel determined that clear and convincing evidence weighed in favor of Keefner, Noble, and Keating and that the allegations regarding Respondent's conduct toward them were proven.
Id., 358 S.C. at 44-45.
I love practicing law in South Carolina because, compared to other jurisdictions I have practiced in or observed lawyers practicing, the bar here is so collegial. Attorneys will routinely inform opposing attorneys of fixable defects in their paperwork to help move the case forward and help that counsel avoid public embarrassment. The grooming of newly-admitted attorneys is based less on the exploitation of inexpensive labor and more on the desire to introduce new lawyers to standards of professionalism. Attorneys who move here from other states comment on how willing South Carolina lawyers are to send them overflow work without seeking anything in return. Our Court of Appeals judges come down from the bench to shake the hands of appellate counsel at the conclusion of oral argument in a lovely gesture of humility and collegiality.
The desire to protect what is wonderful about the practice of law here requires that attorneys who go out of their way to make everyone miserable need to be culled from the bar. The lesson of Norfleet: be civil in all of your dealings as an attorney.
There are a number of reported disciplinary opinions in which failure to pay a court reporter was part of the basis for the discipline. The case of In the Matter of Marvin P. Jackson, 365 S.C. 176, 617 S.E.2d 123 (2005), is one of the few cases in which that failure was the sole basis of discipline. It appears the sanction for repeat or multiple failures to pay the court report is a public reprimand.
The Supreme Court believes that failure to pay the court reporter violates Rule 1.15 (lawyer shall promptly deliver funds to which a third party is entitled) andRule 8.4(a) (it is professional misconduct for a lawyer to violate the Rules of Professional Conduct) of the Rules of Professional Conduct.
The Supreme Court further believes this conduct violates Rule 7(a)(1) (it shall be ground for discipline for lawyer to violate Rules of Professional Conduct) andRule 7(a)(5) (it shall be ground for discipline for lawyer to engage in conduct tending to bring legal profession into disrepute) of the Rules for Lawyer Disciplinary Enforcement.
The lesson of Jackson: pay the court reporter promptly (and don't order the transcript or notice the deposition until you have the funds).
I started this lesson by searching for cases of attorney discipline due to a failure to diligently handle client matters. Most cases involved attorneys with additional unrelated problems, typically misappropriation of client funds or, unsurprisingly, the failure to cooperate with Disciplinary Counsel (unsurprising because attorneys who are undiligent in their work are likely undiligent in other areas). Two more recent cases involved Charleston attorneys I know and like.
In the Matter of Blackmon, 368 S.C. 505, 629 S.E.2d 369 (2006) is the most recent disciplinary opinion to deal solely with diligence towards clients issues for an attorney I don't know. Given Mr. Blackmon's repeated discipline due lack of diligence towards clients– See In the Matter of Blackmon, 361 S.C. 641, 606 S.E.2d 777 (2004); In the Matter of Blackmon, 344 S.C. 83, 543 S.E.2d 559 (2001); In the Matter of Blackmon, 309 S.C. 400, 424 S.E.2d 472 (1992); In the Matter of Blackmon, 295 S.C. 333, 368 S.E.2d 465 (1988)–I don't feel like I am picking on him by highlighting his problems.
South Carolina Rule of Professional Conduct 1.3 reads "A lawyer shall act with reasonable diligence and promptness in representing a client." Clients rightly expect attorneys to do the work they were retained to do. The Supreme Court rightly disciplines attorneys who fail to live up to this most basic obligation of our profession.
The lack of diligence towards handling client matters is typically coupled with other violations of the Rules of Professional Conduct, specifically Rule 1.1 (lawyer shall provide competent representation to client) and Rule 1.4 (lawyer shall keep client reasonably informed about status of a matter). In Blackmon's case there were further issues with financial and record keeping diligence, leading him to being found in violation of Rule 1.15 (lawyer shall promptly deliver to client any property client is entitled to receive) and Rule 1.16 (upon termination of representation, lawyer shall surrender property to which client is entitled).
The lesson of Blackmon: do the work you're retained to do.
Attorneys are frequently referred to in case law as officers of the court. "Since attorneys are officers of the court, their conduct, if dishonest, would constitute fraud on the court." Chewning v. Ford Motor Co., 354 S.C. 72, 579 S.E.2d 605, 611 (2003). Justice cannot be administered smoothly if lawyers routinely lie to the court or knowingly present the court false evidence. Thus it is no surprise that when an attorney knowingly presents false evidence or suborns false testimony, that attorney will be subject to discipline.
In the Matter of Calhoun, 347 S.C. 444, 556 S.E.2d 392 (2001), is an ideal case to illustrate this. Calhoun altered the court date on his copies of the citations in an effort to convince the magistrate to reopen his traffic citations case, thereby presenting false evidence to the court. In his initial response to the Office of Disciplinary Counsel, Calhoun denied any wrongdoing and suggested that the prosecuting officer had animosity towards him and may have altered the citations. He later acknowledged he altered the court date on the citations, implicitly acknowledging that he had lied to the ODC and unfairly impugned the prosecuting officer's integrity. Based on Calhoun's dishonesty to the magistrate and the Office of Disciplinary Counsel, he was suspended from the practice of law for eighteen months.
The Supreme Court found Calhoun had violated the following Rules of Professional Conduct: Rule 3.3 (a lawyer shall not knowingly make a false statement of material fact or law to a tribunal or offer evidence that the lawyer knows to be false); Rule 8.1(b) (failure to respond to a lawful demand for information from a disciplinary authority); Rule 8.4(a) (violating the Rules of Professional Conduct); Rule 8.4(c) (engaging in conduct involving moral turpitude); Rule 8.4(d) (engaging in conduct involving dishonesty, fraud, deceit, or misrepresentation); and Rule 8.4(e) (a lawyer shall not engage in conduct that is prejudicial to the administration of justice).
In addition, the Supreme Court found he violated the following Rules for Lawyer Disciplinary Enforcement: Rule 7(a)(1) (violating the Rules of Professional Conduct); Rule 7(a)(3) (willfully violating a valid order of the Commission on Lawyer Conduct); Rule 7(a)(5) (engaging in conduct tending to pollute the administration of justice or bring the legal profession into disrepute); and Rule 7(a)(6) (violating the oath of office taken upon admission to practice law in this state).
The lessons of Calhoun: don't lie or present false evidence to the court (or to the Office of Disciplinary Counsel).
Attorneys are as prone to addiction issues or depression as any other group of humans. In 2010, the South Carolina Supreme Court, at the request of our state bar, promulgated new rules requiring all attorneys and judges to attend one hour of legal ethics/professional responsibility education every three years "devoted exclusively to instruction in substance abuse or mental health issues and the legal profession." The Supreme Court's rationale was that "members of the legal profession tend to suffer from higher rates of depression, substance abuse, and suicide than other professions." The South Carolina Bar has a support group, Lawyers Helping Lawyers, for attorneys suffering from depression or substance abuse.
However when substance abuse overwhelms an attorney's ability to handle his or her responsibilities, the Supreme Court needs to intervene. Typically, such discipline arises in conjunction with discipline for criminal convictions for drug possession, as it did in In the Matter of Tribert, 343 S.C. 326, 540 S.E.2d 467 (2000) (one year suspension).
However the reduced impulse control that is often a byproduct of substance abuse can lead to discipline for other issues such as inappropriate sexual activities with clients or staff. In the Matter of Yarborough, 337 S.C. 245, 524 S.E.2d 100 (1999) (public reprimand); In the Matter of Nelson, 333 S.C. 498, 510 S.E.2d 718 (1999) (nine month suspension). In has also taken place in conjunction with misappropriation of client funds. In the Matter of Abney, 316 S.C. 182, 447 S.E.2d 848 (1994) (disbarred); In the Matter of Lempesis, 293 S.C. 510, 362 S.E.2d 10 (1987) (disbarred). Alcohol dependency does not excuse an attorney's flagrant violations of the Rules of Professional Conduct. Id.
Any substance abuse problem that affects an attorney's ability to adequately represent his or her clients violates Professional Conduct Rule 1.16(a)(2) (lawyer shall withdraw from representation if his physical or mental condition materially impairs the lawyer's ability to represent the client) and Rule 8.4(e) (lawyer shall not engage in conduct that is prejudicial to administration of justice).
Where an attorney is reinstated to the practice of law after being disbarred or suspended for a period on nine month or more, the Supreme Court may impose any conditions that are reasonably related to the grounds for the lawyer's original suspension or disbarment. Rule 33(i), South Carolina Rules for Lawyer Disciplinary Enforcement. The conditions may include abstention from the use of drugs or alcohol; active participation in Alcoholics Anonymous or other alcohol or drug rehabilitation program; and monitoring of the lawyer's compliance with any other orders, such as abstinence from alcohol or drugs, or participation in alcohol or drug rehabilitation programs. Id.
The lesson of Tribert, et al: don't let drugs or alcohol use impair your ability to practice law.
As part of the oath lawyers take upon their admission to the South Carolina bar, they swear to "maintain the dignity of the legal system." Criminal activity by an attorney is inconsistent with this oath.
Attorneys are routinely disciplined for breaking the law, with the sanction bearing some correlation to the seriousness of the crime. See e.g. In the Matter of Anonymous Member of South Carolina Bar, 293 S.C. 329, 360 S.E.2d 322 (1987) (use and possession of marijuana by attorney, while not crime of moral turpitude, constitutes violation of Code of Professional Responsibility [now Rules of Professional Conduct] and Rule of Disciplinary Procedure, and thus warrants private reprimand); In the Matter of Floyd, 328 S.C. 167, 492 S.E.2d 791 (1997) (one year suspension for conviction of possession of heroin); In the Matter of Dunn, 366 S.C. 535, 623 S.E.2d 98 (2005) (twice engaging services of a prostitute and consuming illegal drugs on those occasions, together with subsequent arrest and plea of guilty to possession of marijuana and possession of methamphetamine, warranted indefinite suspension from practice of law); In the Matter of Kenyon, 348 S.C. 233, 559 S.E.2d 590 (2002) (disbarment for attorney convicted of operation of racketeering enterprise, with racketeering acts including wire fraud, money laundering, and murder). Even repeated convictions for serious traffic offenses have given rise to discipline. See In the Matter of Sarratt, 382 S.C. 228, 676 S.E.2d 317 (2009) (four month suspension for repeat driving convictions, along with being charged, but not convicted for unlawful use of telephone and marijuana possession).
The Supreme Court considers an attorney's criminal act to be violations of Professional Conduct Rule 8.4(a) (violating the Rules of Professional Conduct) and Rule 8.4(b) (committing a criminal act reflecting adversely on his honesty, trustworthiness, or fitness as a lawyer). For many crimes, the activity also violates Professional Conduct Rule 8.4(c) (engaging in conduct involving moral turpitude) and Rule 8.4(d) (engaging in conduct involving dishonesty, fraud, deceit, or misrepresentation).
Criminal acts further violate the Lawyer Disciplinary Enforcement Rule 7(a)(1)(violating the Rules of Professional Conduct), Rule 7(a)(6) (violating the oath of office taken upon admission to practice law in this state) and Rule 7(a)(5)(engaging in conduct tending to bring the legal profession into disrepute and demonstrating an unfitness to practice law). For many crimes the activity also violates Lawyer Disciplinary Enforcement Rule 7(a)(4) (being convicted of serious crimes and crimes of moral turpitude.
To be reinstated to the practice of law after being suspended or disbarred "for conduct resulting in a criminal conviction and sentence, the lawyer must also successfully complete all conditions of the sentence, including, but not limited to, any period of probation or parole." Rule 32 and 33(f)(10), South Carolina Rules for Lawyer Disciplinary Enforcement.
The lesson of Anonymous et al: lawyers should not engage in criminal activity.
A lawyer shall not have sexual relations with a client when the client is in a vulnerable condition or is otherwise subject to the control or undue influence of the lawyer, when such relations could have a harmful or prejudicial effect upon the interests of the client, or when sexual relations might adversely effect the lawyer's representation of the client.
It is helpful, indeed required, for an attorney to care about the client's problem. As Comment One to Rule of Professional Conduct 1.3 notes "A lawyer must also act with commitment and dedication to the interests of the client and with zeal in advocacy upon the client's behalf." However, the practice of law requires a certain level of professional detachment. When an attorney takes on the emotions of the client, the reasoned advice and guidance that law requires becomes difficult, if not impossible. The emotions that are hopefully part of a sexual relationship can cloud judgment; allowing one's judgment to be clouded when representing a client is dangerous to both the client and the attorney. That is why the law heavily discourages attorneys from engaging in sexual relations with a client unless the sexual relationship predates the attorney-client relationship. The few times my wife has needed counsel I have referred her to other attorneys because the emotions of our own marriage can make it difficult for me to give, or for my wife to receive, legal advice on a purely rational level.
In In the Matter of Hoffmeyer, 376 S.C. 221, 656 S.E.2d 376 (2008), despite self-reporting to the office of Disciplinary Counsel, and despite the hearing panel recommending only a public reprimand, the Supreme Court found the following conduct demonstrated an unfitness to practice law, warranting a nine month suspension: the attorney engaged in a sexual relationship with client; belittled client's husband during a confrontation at attorney's house by using information he obtained through his representation of client; sewed up client's self-inflicted wrist wound to avoid use of the incident in client's child custody dispute; obtained a waiver of liability for an individual's injuries, which were caused by client at attorney's house; failed to inform client that she should seek independent legal advice; and failed to inform the family court of client's problems with substance abuse and eating disorders. See also, In the Matter of Keitt, 321 S.C. 373, 468 S.E.2d 875 (1996) (ninety day suspension for engaging in a sexual relationship with a client and subsequently making false statements to a family court judge when questioned about that relationship).
In 2010 the Supreme Court issued a private reprimand in the case of In the Matter of Anonymous Member of the SC Bar, 389 S.C. 462, 699 S.E.2d 693 (2010), to an attorney for having sexual relations with his client's spouse. It issued its opinion as a warning to our bar that "a sexual relationship with the spouse of a current client is a per se violation of South Carolina Professional Conduct Rule 1.7 [the professional conduct rule dealing with conflicts of interest with current clients], as it creates the significant risk that the representation of the client will be limited by the personal interests of the attorney." (emphasis in original). In Anonymous' case that risk actually transpired, as he was fired after the client learned of the affair.
The lesson of Hoffmeyer and Anonymous: don't have sexual relations with folks you represent (or their spouses).
It took mere months of legal practice for me to determine that the time I spent managing a paralegal was taking away from time I could spend creatively thinking about how to solve my clients' problems. While I didn't find the trade-off worthwhile, for most attorneys the gains in efficiency from having a paralegal handle forms and paperwork makes up for the time spent managing staff. In certain paper intensive areas of law paralegals are almost mandatory.
The temptation to allow the paralegal to go beyond paperwork preparation to actually handling legal work, especially when the attorney is suddenly called away, seemed to strike a number of real estate attorneys earlier this decade. Many of these attorneys had other disciplinary problems in conjunction with allowing the paralegal to handle closings unsupervised: failing to file paperwork; failing to properly disburse funds; falsifying witness signatures on documents or having witness signatures "notarized" without the notary witnessing the signature.
However, In the Matter of Harrell, 365 S.C. 313, 617 S.E.2d 368 (2005) is an example of discipline solely for failing to properly supervise one's paralegal when handling real estate closings. This behavior merited a public reprimand for violations of South Carolina Professional Conduct Rule 5.3 (lawyer having direct supervisory authority over a nonlawyer shall make reasonable efforts to ensure the person's conduct is compatible with the professional obligation of the lawyer); Rule 5.5 (lawyer shall not assist a person in the performance of activity which constitutes the unauthorized practice of law); Rule 8.4(a) (it is professional misconduct for a lawyer to violate the Rules of Professional Conduct); and Rule 8.4(d) (it is professional misconduct for lawyer to engage in conduct involving dishonesty, fraud, deceit, or misrepresentation).
The lesson of Harrell: don't let your paralegal practice law.
It's pretty hard to be a litigator in South Carolina without also being a notary. There's affidavits and other documents that are required to be witnessed and executed before a notary. There's interrogatories and (sometimes) pleadings to verify. If one practices family law, financial declarations need to be verified. I probably notarize ten or more documents a week.
A document that has been signed and sworn before a notary is subject to perjury penalties if it wilfully contains false, misleading, or incomplete information. See S.C. Code Ann. §16-9-10. Thus, certain formalities must be observed. While litigants and witnesses often treat the notarization process as inconsequential, it isn't meant to be. The witness needs to personally appear before the notary and verify his or her identity before the notary can verify the document.
It can be very inconvenient to follow proper notary procedures. Often attorneys are under a tight time deadline and it can be difficult to get the witness and a notary together in the same location. Other times a document needs to be verified before it can be filed or served and the verification cannot take place before the document is satisfactorily completed. Witnesses will sometimes ask if they can leave a signed document with the attorney and have the notary "witness" it later. Clients will sometimes ask if they can provide their executed "verification" prior to the document that's being verified actually being completed. Claims and defenses can be weakened, and it's possible for a claim to actually be time-barred, because obeying the notarization formalities delays the execution of paperwork. There's clearly the temptation to cut corners on the notarization requirements.
The Supreme Court opinion in In the Matter of Fred Wallace Woods, Jr. 390 S.C. 446, 702 S.E.2d 562 (2010) highlights the risks of such corner cutting. Mr. Woods was publicly reprimanded for allowing his staff to notarize affidavits when the witnesses were not present and, for two of the affidavits, when the purported witnesses had not actually signed the documents. The Supreme Court found this violated South Carolina Rules of Professional Conduct Rule 3.3(a) (lawyer shall not knowingly offer false evidence) and Rule 5.3 (lawyer shall make reasonable efforts to ensure that non-lawyer employee's conduct is compatible with professional obligations of lawyer; lawyer shall be responsible for conduct of non-lawyer employee if lawyer knows of conduct at time when its consequences can be avoided or mitigated and fails to take reasonable action).
In addition to his public reprimand, Mr. Woods was also required to read, and have each of his employees read, the South Carolina Notary Public Manualpublished by the South Carolina Secretary of State. Actually, it's not a bad idea of any attorney who's also a notary or employs notaries to occasionally reread that manual.
The lesson of Woods: know and follow (and make certain your staff follows) the proper procedures regarding the notarization of documents.
Every South Carolina attorney or law firm that will be handling client or third-party funds is required to have a an IOLTA account (Interest on Lawyer Trust Accounts). See South Carolina Appellate Court Rule 412. South Carolina Appellate Court Rule 417 details the financial record keeping that the Supreme Court requires for attorneys. Much of this rule relates to record keeping regarding the IOLTA account. The financial institutions maintaining IOLTA accounts are required to report to the Office of Disciplinary Counsel when an IOLTA account is overdrawn or a check on such accounts dishonored.
Misuse of trust account funds gets more attorneys disbarred than any other misconduct. However, even improper management of the trust account can lead to discipline. In In the Matter of Joseph Francis Runey, 376 S.C. 536, 657 S.E.2d 779 (2008), the attorney was publicly reprimanded after his financial institution reported ten IOLTA account checks were presented for payment against insufficient funds. The attorney admitted he had not been consistently performing reconciliations on his IOLTA account in a timely manner and, further, that he failed to verify that deposits had been credited to his account prior to disbursement.
This conduct violated South Carolina Rule of Professional Conduct 1.15 (lawyer shall not disburse funds from an account containing the funds of more than one client or third person unless the funds to be disbursed have been deposited in the account and are collected) and further violated Rule 417, SCACR.
The lesson of Runey: keep track of your trust account.
Had I been a member of the South Carolina Supreme Court in June 2008, I would have voted for In Re Wood, 378 S.C. 632, 663 S.E.2d 496 (2008) to be In Re an Anonymous Member of the Bar. The lesson of Wood is important (which is why I would have voted to publish the opinion) but it also has a there but for the grace of God go I quality, and I would not have singled out an attorney to teach this lesson.
The full story as I understand it: Wood was representing Wife in a marital dissolution case in which Husband had moved out of the marital home. Mail for Husband from a financial institution was delivered to the home and Wife doesn't recognize what this mail could be: she isn't aware of Husband having any business with this financial institution. She brings this mail to Wood at the emergency hearing and Wood opens it. They discover that Husband has an account he has kept secret from Wife. Wood immediately informs the opposing attorney of what he has learned and allows opposing counsel to inspect the records. He provides these records to the judge at the hearing; meanwhile Husband's financial declaration fails to list this asset. The hearing judge seems more upset with the attorney who opened Husband's mail than the Husband who deliberately omitted this account on his financial declaration and reports attorney to the Office of Disciplinary Counsel.
The Supreme Court found that this attorney's actions violated South Carolina Professional Conduct Rule 4.4 (a lawyer who receives a document relating to the representation of the lawyer's client and knows or reasonably should know that the document was inadvertently sent shall promptly notify the sender) and Rule 8.4 (it is professional misconduct for a lawyer to violate the Rules of Professional Conduct, to engage in conduct involving dishonesty or to engage in conduct prejudicial to the administration of justice). I am not sure I agree with this reading of the rules. The mail Wood opened was not, in my mind " inadvertently sent" and I am unclear how his acts involved "dishonesty" or "conduct prejudicial to the administration of justice." However the Supreme Court makes the rules and, even if one doesn't agree with their analysis, one ignores these rules at great peril.
It is unclear from Wood whether the public reprimand was for opening Husband's mail without his consent or whether it was also for using the contents of this purloined mail in court. In numerous marriages one spouse opens the household bills and bank statements and, prior to this opinion, it would not have occurred to me that it would be a violation of the Rules of Professional Conduct to look at financial records of the other party that my client had obtained by opening the family mail. Yet a broad reading of Wood is that any use of this purloined mail, even if he did not open it, was a violation of the Rules of Professional Conduct. Thus, since Wood, I have not used or looked at the opposing party's records unless my client can show that these records were not obtained by the client opening the other party's mail or hacking into the other party's account.
My great sympathy for Wood is that his actions were solely an attempt to be a zealous advocate for his client. In opening Husband's mail, he was simply trying to maximize the results for his client at the hearing by making sure Husband was being honest in his financial disclosure. Every other circumstance I can recall in which an attorney has been disciplined for being overly zealous in his or her representation it has been because that attorney suborned false testimony or altered evidence. Here Wood was simply trying to show the other party was presenting false evidence.
The lesson of Wood: don't use, or even look at, records of the other party that your client brings you before determining whether your client legally possesses these records.
(a) A lawyer who knows that another lawyer has committed a violation of the Rules of Professional Conduct that raises a substantial question as to that lawyer's honesty, trustworthiness or fitness as a lawyer in other respects, shall inform the appropriate professional authority.
(b) A lawyer who knows that a judge has committed a violation of applicable rules of judicial conduct that raises a substantial question as to the judge's honesty, trustworthiness, or fitness for office in other respects shall inform the appropriate authority.
Self regulation of the legal profession requires that members of the profession initiate disciplinary investigation when they know of a violation of the Rules of Professional Conduct. Lawyers have a similar obligation with respect to judicial misconduct. An apparently isolated violation may indicate a pattern of misconduct that only a disciplinary investigation can uncover. Reporting a violation is especially important where the victim is unlikely to discover the offense.
If a lawyer were obliged to report every violation of the Rules, the failure to report any violation would itself be a professional offense. Such a requirement existed in many jurisdictions but proved to be unenforceable. This Rule limits the reporting obligation to those offenses that a self regulating profession must vigorously endeavor to prevent. A measure of judgment is, therefore, required in complying with the provisions of this Rule. The term "substantial" refers to the seriousness of the possible offense and not the quantum of evidence of which the lawyer is aware. A report should be made to the bar disciplinary agency unless some other agency, such as a peer review agency, is more appropriate in the circumstances. Similar considerations apply to the reporting of judicial misconduct.
Many times when I have believed that another attorney may have violated the Rules of Professional Conduct I have talked to that attorney about my concern and have almost always received a satisfactory response. Since I did not believe the conduct raised "a substantial question as to that lawyer's honesty, trustworthiness or fitness as a lawyer in other respects" I did not feel the need to report the conduct. The only time I have reported an attorney for misconduct was when that attorney engaged in a pattern of misconduct in which I repeatedly suggested his behavior was not appropriate and he continued to engage in it.
Similarly there have been times when another attorney has had problems with my conduct and I have always been relieved rather than angered when that attorney took the time to note his or her concern. More than once I have changed or corrected my actions based on that attorney's counsel. There are a few attorneys out there who threaten to report other attorneys to the Office of Disciplinary Counsel when they do not like the tactics that attorney is using. Such behavior is not only reprehensible, it is unethical.
There are two reported cases on this issue, though in neither case was the failure to report misconduct the sole basis of discipline.
In In re Bowden, 364 S.C. 310, 613 S.E.2d 367 (2005), Bowden learned that his supervising attorney was inflating government recording fees on HUD-1 settlement statements. Bowden questioned his supervisor about the practice, who assured him that the practice was ethical and legal. Further his supervising attorney was mishandling client funds, though Bowden was not aware of this.
The Supreme Court publicly reprimanded Bowden, finding he violated South Carolina Professional Conduct Rule 5.1 (lawyer shall be responsible for another lawyer's violation of the Rules of Professional Conduct if, with knowledge of the specific conduct, the lawyer ratifies the conduct involved); Rule 5.2 (lawyer is bound by the Rules of Professional Conduct notwithstanding lawyer acts at the direction of another person); and Rule 8.3 (lawyer having knowledge that another lawyer has committed a violation of the Rules of Professional Conduct that raises a substantial question as that lawyer's honesty, integrity, trustworthiness, or fitness as a lawyer in other respects shall inform the appropriate professional authority). In addition, the court found he failed to comply with Rule 417, SCACR (addressing financial recordkeeping).
I am unclear why the safe harbor of Rule 5.2(b) ("A subordinate lawyer does not violate the Rules of Professional Conduct if that lawyer acts in accordance with a supervisory lawyer's reasonable resolution of an arguable question of professional duty.") didn't protect Bowden from discipline. It would have been helpful for the Supreme Court to explain why he couldn't rely upon his supervising attorney informing him that the conduct "was ethical and legal" or how he could be responsible for his supervising attorney mishandling client funds.
In In Re Galmore, 340 S.C. 46, 530 S.E.2d 378 (2000), Galmore was publicly reprimanded, in part, for failing to report to the Commission on Lawyer Conduct, that a suspended attorney had offered to assist him handling a case Galmore had taken over from the suspended attorney.
The lesson of Bowden and Galmore: the law is a self-policing profession and every attorney has an obligation in ensuring that fellow attorneys and judges practice ethically.
The powers that lawyers have are substantial. We can use our training to influence policy in all three branches of government. We can use our training to help individuals and companies smooth their interactions with government. We are appointed to boards at much greater rates than non-lawyers, and can use that position to influence the direction of government agencies, charities, non-profits, and corporations.
Our status as lawyers give us connections that the general public does not have. The temptation is to use that power and those connections for our own immediate advantage or for the advantage of our friends and family. Some attorneys, when being pulled over as part of a traffic stop, immediately let the officer know they are a lawyer: the reason they do this is their belief that their status as attorneys will cause the police officer to treat them deferentially.
While this behavior violated numerous Rules of Professional Conduct, for the purpose of this blog, the violations from his misuse of these connections wereRule 1.11(d) (lawyer who serves as public employee shall not violate Rule 1.7, RPC) and Rule 3.5(a) (lawyer shall not seek to influence a judge by means prohibited by law).
The lesson of Partridge: when dealing with the court, don't use your connections or position to gain advantage for yourself, your family, or your friends.
How much money is in your trust account? Would you sell your law license for it?
Theft of client or third-party funds from one's trust account (as opposed to simple mismanagement of one's trust account) is, by far, the most common method that attorneys end up disbarred. A Westlaw search of South Carolina case law for "disbar! /s trust" locates 124 cases as of the end of 2010, the most recent being In re Crews, 389 S.C. 322, 698 S.E.2d 785 (2010).
In those rare cases in which the Supreme Court merely indefinitely suspends an attorney for misappropriating trust account funds, the Office of Disciplinary Counsel often seeks disbarment. See e.g., In the Matter of Johnson, 380 S.C. 76, 668 S.E.2d 416 (2008). What an odd relief it must be to only receive an indefinite suspension.
Even if the prospect of utterly trashing my reputation and the likely criminal consequences of stealing from my clients didn't deter me, there has never enough money in my trust account to make me willing to give up my law license for a year, let alone for life. Each time I read yet another opinion in which an attorney has been disbarred for misappropriating trust funds, I am astonished at how cheaply that attorney valued his or her law license.
The lesson of Crews and his 123 fellow former attorneys: don't steal from your trust account.
This is the final ethics lesson I wish to impart to my audience, though I intend to add to this series in the future as I develop new insights through my reading of ethics opinions. To any attorney out there who has not completed his or her Rule 403 trial experiences, I would advise them to read In Re Curry, 373 S.C. 620, 647 S.E.2d 179 (2007). I would also note my expectation that within a few years some attorney will be publicly reprimanded (at least) for violating South Carolina Rule of Professional Conduct 3.3(d) ("In an ex parte proceeding, a lawyer shall inform the tribunal of all material facts known to the lawyer that will enable the tribunal to make an informed decision, whether or not the facts are adverse.") Avoid being that attorney.
In the Matter of William Grayson Ervin, 387 S.C. 551, 694 S.E.2d 6 (2010), is the last opinion to be analyzed in this series but it imparts a couple of important lessons. First, it demonstrates the extent to which an attorney's activities outside of the practice of law can be scrutinized for potential disciplinary issues. Second, it demonstrates that the Supreme Court will advocate for an attorney if that attorney is honest and forthcoming.
Ervin was an infamous news story in the LowCountry. He was an assistant solicitor who was arrested when, allegedly, in a fit of road rage, he sped up and brandished a firearm at a lone female driver while both were crossing the Arthur Ravenel bridge. Ervin was immediately dismissed from the Solicitor's office, suspended from the practice of law, and charged with a crime. Because he had been an assistant solicitor, the Attorney General's Office handled the criminal charges. Ervin was offered pre-trial intervention, which he successfully completed, and the charges were dismissed and his record expunged.
Ervin had a different explanation of these events than what the media reported. He claimed that, while merging onto the bridge, he drove behind a vehicle traveling around twenty miles-per-hour, which was "zigzagging" in the lane, so he attempted to get around it. While acknowledging that he was following the vehicle too closely, as he tried to pass the vehicle the female driver and her male passenger extended their middle fingers and shouted at him. He tried to pass them a couple of times, but they cut him off each time. When he was eventually able to get in front of the car, he tapped his brakes, apparently in an attempt to frustrate the driver.
The true facts concerning the road rage incident in no manner exonerate Respondent [Ervin], yet the facts mitigate the degree of his misconduct. Respondent exercised extremely poor judgment in participating in this road rage incident. Respondent could have removed himself from the situation after the initial contact, but he chose to further engage the couple in the other vehicle. Respondent was then confronted and threatened by the male passenger with a firearm. The female driver lied to law enforcement, and when law enforcement merely accepted her claims without any scrutiny, she saw an opportunity to leverage Respondent in a civil lawsuit. If law enforcement had simply listened to the 911 transmission, the falsity of the center piece of the female driver's claim would have been revealed.
The Panel questioned Respondent regarding his counseling sessions. Respondent admitted he perhaps had unresolved issues as a result of a prior shooting incident when he was a police officer. Respondent was candid with the Panel and took full responsibility for his actions.
In their report, the Panel adopted Respondent's version of events as a matter of fact, specifically finding that the driver lied when she told police she was alone in the vehicle. We concur in this assessment.
The Supreme Court found that Ervin's admitted behavior violated South Carolina Rules of Professional Conduct 8.4(a) ("It is professional misconduct for a lawyer to violate or attempt to violate the Rules of Professional Conduct, knowingly assist or induce another to do so, or do so through the acts of another") and 8.4(b) ("It is professional misconduct for a lawyer to… commit a criminal act that reflects adversely on the lawyer's honesty, trustworthiness or fitness as a lawyer in other respects"). As mitigating factors, the Supreme Court found Ervin made full disclosure to the Office of Disciplinary Counsel, demonstrated genuine remorse for his conduct, and had no disciplinary history. While the Hearing Panel recommended a two year suspension, the Supreme Court only required a six month retroactive suspension.
Ervin demonstrates how honesty and remorse benefits an attorney in disciplinary proceedings. The Hearing Panel could have accepted the female driver's version of events but undertook investigation and, upon learning that she was not credible, accepted Ervin's version of the events in full. The Supreme Court could have accepted the Panel's recommendation of a two-year suspension (in which case Ervin would have had to go through the reinstatement process ofRule 33 of the Rules for Lawyer Disciplinary Enforcement) but gave him a six month retroactive suspension. Thirteen days after this disciplinary opinion came out, Ervin was reinstated to the practice of law.
The lessons of Ervin: 1) all aspects of an attorney's life can lead to discipline and; 2) the Office of Disciplinary Counsel and Supreme Court are not your adversary.


Name of the registration agent company FIRST FINANCIAL INSURANCE AGENCY, INC. is THE CORPORATION COMPANY. Registration agent THE CORPORATION COMPANY housed at 417 SPRING ST.,LITTLE ROCK, AR 72201 and here you can visit. FIRST FINANCIAL INSURANCE AGENCY, INC. company was established on 29th April 1980 and it has been assigned a registration number 100019532. Current corporate status is Merged. The company's president is DAVID W MANN. The company's vice-president is RICK SPRANGE. The company's treasurer is CATHY DAVIS.


Miriana Trevisan is one of the most respected Italian conductors; she made her television debut in 1991 with "Non è la RAI", a program that she was a part of for the first three editions and becoming popular with the audience. She was part of the first three editions becoming one of the most popular girls from the audience. She is the start of the evening show on Canale 5, "Bulli e Pupe" conducted by Paolo Bonolis. She was a showgirl in the 1994-1995 edition of "Striscia la notizia" on Canale 5 and conducted "Paperissima Sprint" together with Gabibbo in 1995. She joined Corrado in presenting "La Corrida" and together with Gerry Scotti she conducted "Miss e Mister '96", then moved on to "Pressing" alongside Raimondo Vianello. In the fall of 1997 she was the showgirl for Mike Bongiorno and participated in five seasons of "The Wheel of Fortune". In the last few years she as participated as guest and commentator in various shows including "Dimmi la verità", "Carramba che Fortuna", "L'Italia sul due", "Verissimo" and "Domenica cinque". In 2013 she published a book of children's tales "Le fiabe colorate di Miriana" (Caracò) whose royalties are donated to "Casa Balena", a family home that helps children in need.


**Meeting will be held in the cafeteria on the first floor. Drive to the end of the Cox building and turn left, the door to the cafeteria is on the west side of the building.
Join our discussion of Scott Eblin's book Overworked and Overwhelmed: The Mindfulness Alternative. Whether you have read the book or not, please come join a discussion of the three key questions we can ask ourselves, and the simple, practical choices we can make in our daily lives in order to feel better and show up more consistently as the best version of ourselves.
Our facilitator for this discussion is Jodi Callahan, PhD, ACC, Certified Coach, Executive Consultant, President at Understory Coaching.
Jodi is a Georgetown University certified leadership coach specializing in executive coaching and assessment, and President of Understory Coaching.
Before launching her business in 2013 she served as Director of Leadership Development at BAE Systems, Inc., and Manager of Leadership Development at the MITRE Corporation. In these roles she led teams responsible for company-wide training and development of managers and executives. She also led the design and delivery of the CEO's high potential leadership development program at BAE Systems and a similar program at MITRE. Previously, as a Senior Consultant at Personnel Decisions International, she delivered a range of talent management services, with particular focus on assessment centers, and coaching leaders to understand and apply 360° feedback.
She has a deep concern for the struggles of the homeless, and provides pro bono coaching through two DC-area charities that help people transition from homelessness. She lives in Falls Church with her husband and two school-aged children.


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Thai Company Formation
Thai private limited company formation
Laws governing formation and incorporation of types of Thai business entity can be found in the Civil and Commercial Code of Thailand, title 12 'partnerships and companies'. Limited companies in Thailand have basic characteristics similar to those of Western corporations. A private limited company is formed through a process which leads to the registration of a Memorandum of Association (Articles of Incorporation) and Articles of Association (By-laws), as its constitutive documents. A Thai Limited Company can be set up relatively quickly if the paperwork is in order. The company incorporation process, from the reservation of a business name till the certificate of incorporation of the company, can under the new company formation rules be completed in a few days (formation sheet).
Index Limited Companies (Civil and Commercial Code)
1096-1116 Nature and Formation of Limited Companies
1117-1143 Shares and Shareholders
1144-1207 Management of Limited Companies (directors, meetings, dividend, accounts)
1208-1214 Audit and Auditors
1215-1219 Inspection
1220-1228 Increase and Reductions of Capital
1229-1235 Debentures
1236-1237 Dissolution
1238-1243 Amalgamation of Limited Companies
1244-1245 Notices
1246-1246 Transformation of Partnership to Limited Company
1247-1273 Liquidation of Registered Partnership, Limited Partnership and Limited Companies
1273/1-1273/4 Removal Partnerships and Limited Companies from the Register
Note: foreigners operating a business in Thailand must comply with the Foreign Business Act and obtain a work permit from the Department of Labour
Starting (formation of) a business in Thailand
The first step is the reservation of a company name. This is done online with the Department of Business Registration. Usually 3 names are given, ranked by preference, and approval of the name will usually take up till 3 days. Certain names associated with the royal family, names of ministries and other governmental units, names with Thailand, names close to that of other companies, names against public moral, names that are misleading, are not allowed. The approved corporate name is valid for 30 days.
The Memorandum of Association of the company has to be filed with the Commercial Registration Department (Registrar of companies) and must include the name of the company that has been successfully reserved, the province where the company will be located, its business objectives, the capital to be registered, and the names of the three promoters. At least three individuals must sign the Memorandum of Association. The promoters can be foreigners and Thai nationals however, each promoter must be a shareholder of the company. The use of Thai nominee promoters/ shareholders by foreigners is prohibited under the Foreigner Business Act (and Land Code Act).
The Memorandum of Association of a Thai limited company contains the following
The approved name of the company limited
The registered office of the company (the company must have a real office and address)
The number of the company's objective as appear in the attched form (Wor)
The liabilities of the shareholders (limited to the amount unpaid on the shares in the capital of the company held by them)
The capital of the company, number of shares and par vaue
The names, addresses, occupation, signature and amount of shares and promoters of the company (the company must have a minimum of 3 promoters/ shareholders at all times)
There minimum capital requirements for a limited company in Thailand is 1 million baht. In general, the registered amount of the capital should be respectable enough and adequate for the intended business operation. If a foreigner requires a work permit the company concerned must have a registered capital of not less than Baht 2 million, fully paid-up for each 1 work permit., 4 million share capital for 2 and 6 million for 3 work permits (note registered share capital and company income tax rate).
Once the share structure has been defined, a statutory meeting is called during which the Articles of Incorporation and Articles of Association (by-laws) of the company are approved, the Board of Directors is elected and an auditor appointed.
The Articles of Association are the regulations of the company concerning its internal affairs such as weighted voting rights and matters requiring approval and protecting the foreign minority rights within the company through the issue of preference shares. In a later stage preferential rights may be attached to newly issued shares, in other words you have to buy the preference shares by increasing the register capital.
When operating a Thai company with a (Thai) partner (one or more persons who direct the same company), it is advisable to restrict or limit the signing power and independent authority of the directors in the by-laws by requiring joint signatures and joint consent of the directors in all matters of the company, other than maybe day to day management.
All shareholders must have a share certificate issued in their name by the limited company in Thailand and the company must have an updated registration book of shareholder kept at its registered (head) office of the company. Bearer shares are not allowed under Thai company laws - a share certificate is not the property of whoever happens to be in possession of the share, but who is registered and recorded as the owner with the Business Registration Department as the shareholder (also see last paragraph Foreign Business Act section 4).
The company's fixed share capital cannot be altered except by an alternation of the memorandum of association in one of the methods authorized by the Civil and Commercial Code. Types of shares, ordinary or preference cannot be altered read more...
Statutory meeting
Within three months of the date of the Statutory Meeting the director(s) must submit the application with the Registry to establish the company.
Tax, Company tax, Value Added Tax
A newly established company liable for income tax must obtain a tax I.D. card and number for the company from the Revenue Department within 60 days of incorporation or the start of operations. If it is expected that its gross income will exceed 1.8 million baht per anum it must register for VAT (Value Added Tax) within 30 days of the date they reach 1,8 million baht in sales.
A newly established company must keep books and follow accounting procedures specified in the Civil and Commercial Code, the Revenue Code and the Accounting Act. Documents may be prepared in any language, provided that a Thai translation is attached. All accounting entries should be written in ink, typewritten, or printed. A newly-established company or partnership should close accounts within 12 months from the date of its registration.
The general corporate tax rate in Thailand is 30% for companies with a paid up share capital of more than 5 Million Thai Baht. The government has reduced corporate tax rates to promote specific business sectors and small and medium enterprises. The tax rate for companies with a paid up share capital not more than 5 Million Thai Baht at the end of its tax year shall be taxed at rate of 15% over the first one million Thai Baht profit, 25% over the profit between one million and three million and 30% for profits over three million Thai Baht.
Management of a company limited in Thailand
A company is managed by at least one director under the control of the General Meeting of shareholders. The director(s) is responsible for among others:
the existence and regular keeping of books and documents in accordance with the law (www.rd.go.th);
actual payment of shares by the shareholders;
the proper distribution of dividends of interest in accordance with the law;
proper enforcement of the resolutions of the general meetings.
the company's annual general meetings and for the invitation to the general meeting. A first failure to call a general meeting of shareholders in accordance with the provisions of the Civil and Commercial Code, a fine of 20,000 baht will be imposed.
Re-election of directors
In every year (as required by law section 1152 Civil and Commercial Code) one third or the number nearest to one-third of the directors must retire from office. There are currently no general restrictions on the nationality of directors who control a Thai limited company in Thailand (certain business licenses require a majority of Thai directors, e.g. TAT license). Future law and regulations (FBA amendments) could make the foreign retiring director ineligible for re-election.
Directors may be criminally liable for false statements in any official documents which they have signed on behalf of the company or failure to act, such as failure to file a required report or balance sheet will be dealt with by imposition of criminal liability. In some extreme cases, a director of the company will be required to appear in court, either in person or by legal counsel. Failure to appear when summoned will result in the issuance of an arrest warrant for the director.
Foreigners starting a business in Thailand
Thai nominee shareholder restrictions
Sample list: duties company limted
Company formation (information Department of Business)
contract checkout

redpajama_set_name: RedPajamaCommonCrawl


Kylie Jenner is no stranger to fame – but she really doesn't feel like she needs to be a good role model. The 17-year-old covers the 20th issue of Fault magazine and gets candid about the pressures of living life in the limelight.
"I never feel pressure to be a good role model," she admits. "I always try to do my best to inspire people to be good and do the right thing, but I just can't live my life always trying to be a good role model."
The youngest of the Kardashian/Jenner family, who just purchased a $2.7 million mansion, went on to explain, "I try to be the best I can be, but it's hard sometimes. We're all human. I just like to live each day and just be me and be real."
She also admits that what you see on TV isn't always an accurate depiction of who she is.
VIDEO: Kim Kardashian Weighs in on Kylie Jenner's Luscious Lips!
And speaking of her family's massive reality series, we might be getting even more. Variety reports that Kylie and sister Kendall are on the brink of starring in their own spin-off series on the E! network.
But, until the official announcement is made we will have to Keep Up With The Kardashians when season 10 of KUWTK premieres on March 15th.
What do you think of Kylie's role model comments? Is she being too honest? Should she care a little more? Let @Katie_Krause know your thoughts on Twitter – and include our #ETnow hashtag in your tweet!
While on the topic of the Kardashians, check out the playground Kim and Kanye are building for North West in the video below.


Here at Gryphon Industries ergonomics is employed to fulfill the two goals of health and productivity. Proper ergonomic design is necessary to prevent repetitive strain injuries, which can develop over time and lead to long term disability.
All Gryphon Book Trucks are designed with the "fit" between user, equipment and their environments. To assess the fit between a person and the used technology, Gryphon Book truck designers considered the job (activity) being done and the demands on the user; the equipment used (its size, shape and how appropriate it is for the task), and the information used (how it is presented, accessed and changed). Ergonomics draws on many disciplines in its study of humans and their environments, including anthropometry, biomechanics, mechanical engineering, industrial engineering, industrial design, information design, kinesiology, physiology and psychology.
"....I must tell you, that I am not the sort of librarian that normally gets overly excited about new library equipment. But this booktruck is an exceptional product...."
Caroline M. Kent, Head of Research Services, Widener Library, Harvard University.
".....The Gryphon truck appears durable, and is sturdy and strong enough to hold as many bound newspaper volumes as we wish to place on it (and can then push). Also, with its six wheels, the truck is more maneuverable and better balanced than one with the traditional four wheels. For all of the above reasons, I am pleased to report that our acquisition of the Gryphon truck has proven to be an unqualified success. We are delighted indeed with its performance to date."
Thomas Moothart, Assistant Dean for Resource Delivery Services, Colorado State University Libraries.


We all know the feeling. You open up your energy bill and feel as if the Titanic is sinking in your stomach. I swear it wasn't that much before? We can't have had the heating on that much? Did we use the oven every night? (Maybe the raw food diet isn't sounding as ludicrous as you first thought).
Once again you've been spiked by one of the Big Six's almighty tactics aiming to hoover up more of your cash into their pockets.
Once you've signed a deal, energy companies lose interest in you (no offence). They've already set their sights on snapping up their next batch of customers and enticing them with cheaper deals. And don't expect any rewards for your loyalty – they'd rather overcharge consumers by a whopping £5.4 billion a year compared to what they're offering newbie customers .
Just to add salt to the wound, not only will you not be informed about cheaper deals but BARRED from taking one out! In 2015, E.on, SSE, British Gas, npower and EDF Energy introduced tariffs uniquely for new customers.
Prepayment meters tend to be used by poorer households . Not that energy companies care about that – as they charge them up to a £4.65 a week more than people who don't pay up front (?!). Energy regulator Ofgem hasn't been too impressed by this, bringing in a prepayment cap this year, but it's still worth remembering how little regard the Big Six give to sponging off the most vulnerable.
No you're not being slow – they do it on purpose! Deliberately confusing more than 60% of Brits when they open up their energy bills is another trick to stop us knowing whats-what with our money .
Apparently paying in cash or cheque is such an inconvenience that you'll be charged on average £79 more each year . Who's most likely to pay by cash or cheque these days you may ask? As if energy companies hadn't taken on the role of the big bad wolf enough already – it's only their elderly customers feeling the sting of this last ruthless ploy.
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BY Cindy Dashnaw
PUBLISHED ON Aug 01 2019
U.S. News & World Report ranks Butler University's current master's degree program for physician assistants (MPAS) as 37th in the nation, up 60 spots in just six years. Now, starting in January 2020, the University will add to this success and expand its PA offerings with the launch of a post-professional PA doctorate degree where every credit is earned online—one of only five in the nation. Butler's new Doctor of Medical Science (DMS) degree program is accredited by the Higher Learning Commission.
DMS Director Dr. Jennifer Snyder '97 knows better than most how much PAs need this opportunity, especially via the convenience of online access.
Snyder graduated from Butler's bachelor's PA program and has worked in both family and emergency medicine. She said PAs have the full confidence of the patients they treat—but not necessarily of the practice managers and hiring professionals responsible for filling higher positions.
"When we investigated offering this degree, we discovered through focus groups that PAs are missing out on promotions and leadership positions because decision-makers assume that those holding doctorates are more qualified," Snyder says.
Butler's DMS program will give PAs the doctoral degree they need, along with business acumen to advance in leadership within their institutions or clinics. Additionally, it will give PAs an opportunity to critically evaluate medical literature and benefit those still in clinical practice who simply want to extend their medical knowledge to better serve their patients.
The module-based curriculum allows students to enter into the program at any one of six starting points in the academic calendar. And the online structure of the program, with no required campus residency, means that students can take classes in a way that best suits their schedule.
Same Butler rigor, easier access
Butler's DMS program is a natural evolution of its MPAS degree, developed with the same rigor and quality. Both she and Erin Vincent, Director of Academic Program Development, say living up to Butler's reputation of educational excellence is paramount.
Vincent points to the structure and success of Butler's latest online degree program, Master of Science in Risk and Insurance (butler.edu/msri), launched last year.
"Butler faculty is and has been brainstorming ways to creatively address the future of higher education across campus," Vincent says. "We're hoping to launch several more graduate programs very soon. The MSRI and the DMS are the start of a great, strong portfolio of advanced degrees at Butler University."
Individuals are eligible to apply for the DMS program if they have earned an entry-level PA degree from an accredited program and have either a license to practice medicine or hold a national certification from the NCCPA.
Online advanced degree for physician assistants to launch January 2020.
AcademicsResearch
BY Marc Allan MFA '18
PUBLISHED ON Mar 27 2019
If you believe the data, there will be no Cinderella winner of this year's NCAA men's and women's basketball tournaments.
Those are the findings of the students in Professor of Pharmacy Practice Chad Knoderer's Bracket Busting class, which focuses on how to use data analytics to make decisions. Knoderer, a Pediatric Pharmacist by training, has been teaching at Butler since 2008—typically in the College of Pharmacy and Health Sciences. But after using some sports-related statistics in his Pharmacy Statistics class and seeing the students' positive reaction to it, he created the Bracket Busting course for Butler's Core Curriculum.
Before the class considered college hoops, they turned to the pros. Early in the semester, the students looked at five years of NBA data to determine where the best places are to shoot from and what kind of shot a player should take (is a catch-and-shoot jumper better than a dribble-drive, pull-up jumper?).
The students were able to see trends over time and better understand why so many NBA teams rely on the three-point shot, as well as shots close to the hoop, from a value standpoint.
Just before spring break, the class turned their attention to March Madness. Knoderer had everyone predict the top four seeds in each region of the men's bracket. But he gave them data only—no team names attached.
"They just had numbers associated with a team ID," he says. "So Team 956 could have been Duke. It could have been Gonzaga. They didn't necessarily know. They just knew performance data from the season. They knew the type of conference the team came from, but not the actual conference. They had to rank the team just as the selection committee would do."
When the students had ranked teams 1-16, he released the names of each school to go along with the data. Students then could adjust their brackets, if they chose to do so.
In the men's tournament, most of Knoderer's students chose either Duke University or the University of North Carolina to win it all. (Knoderer picked Gonzaga, though he didn't make his choice strictly through analytics.)
In the women's tournament, the data pointed the students to Notre Dame or the University of Connecticut to cut down the net. (Knoderer picked Baylor, "but not too many were with me," he says.)
"They enjoyed the activity," he says. "A few of them said it was a lot more challenging than they thought—even when they knew which team was which."
After the NCAA unveiled the 2019 bracket, Knoderer assigned his students to predict the outcomes of the first-round games based on data alone. There, the students picked some upsets—"There's been some lean toward St. Mary's over Villanova, and Murray State-Marquette was a game of interest," he says—and learned the difference between choosing with their head versus their heart.
Jaret Rightley, a junior from New Palestine, Indiana, says the class, which combines his passions for statistics and sports, has been a great experience.
"It has changed the way I think about and watch sports, and it has been awesome to see the direct impact that the data actually plays in sports such as basketball and the NCAA tournament," he says. "I look forward to going to this class each and every day, and I'm excited to see how this class evolves and the role analytics will continue to play in sports moving forward."
Knoderer says he's also enjoying Bracket Busting, especially because he has an opportunity to teach students he doesn't normally interact with. Most of the students are from outside the College of Pharmacy and Health Sciences.
And he plans to teach the course again this summer—this time using baseball.
If you believe the data, there will be no Cinderella winner of this year's NCAA basketball tournaments.
Mar 27 2019 Read more
Published on Mar 27 2019 Read more
AcademicsUnleashed
BY Katie Grieze
PUBLISHED ON Jun 26 2019
Grace Hart stared out at the white ice. She couldn't see where it ended, but she noticed a blue tinge marking the Icelandic glacier's age. It had lived a long life.
According to the guide who'd just led Hart's hike to the top of the slope, that would probably change within the next 200 years.
I want you all to spend a minute taking in your surroundings, the guide said before leading the group back down the trail. Think about where you are right now. Because this glacier changes every single day, and some day, it's going to be gone.
Living in the Midwest, Hart had only ever heard news stories of the ice caps melting. Now, as part of her study abroad trip in spring 2019, she was seeing it happen live.
The guide broke the silence.
Remember this feeling, he said. When you're trying to explain to someone why it's important to slow down climate change, remember this.
Hart knows she will.
During the semester-long program through the School for International Training (SIT), the rising Butler University senior traveled around Greenland and Iceland to study topics related to climate change: what's happening, how it affects people, and what we can do to help. She'd first read about the trip as a freshman Environmental Studies major. She had always wanted to go to Iceland, and the topic was right in line with her interests.
Hart says her choice to study climate change started with "a love of nature and a sadness that people were trying to destroy it." Butler taught her about the real consequences climate change has already caused, even in Indianapolis.
"Seeing that in my own community cemented my goals of advocating for the environment and those who have been negatively affected by the irresponsible actions of people who are careless with the earth's resources," Hart says.
Through almost-daily discussions about climate change in her environmental studies classes, Hart sometimes loses hope that things will get better. She believed visiting Iceland and Greenland would break that cycle and give her the skills to do something.
"I thought it would be really cool to learn about climate change from a place that is typically seen as very sustainable and environmentally friendly," Hart says. "It's a different conversation than happens in the U.S., where we have a long way to go."
Calie Florek, Study Abroad Advisor at Butler, says SIT offers some of her favorite study abroad opportunities. Hart was the first Butler student to go to Iceland with SIT, but all the organization's programs emphasize engaging with local communities. Through experiences such as internships, research projects, and home stays, SIT students really dive into a culture and learn about its people in ways not all study abroad programs offer.
When Hart first came to see Florek, she knew exactly what she wanted to do. She'd had a challenging fall semester during junior year, and she decided to apply to the Iceland program in hopes of shaking things up. Commiting to a three-and-a-half-month trip with a group of strangers scared her, but she looked forward to feeling independent.
The trip began in February, just missing the time of year when the sun never rises. They started in Reykjavík, Iceland, studying climate modeling and glaciology before heading to Nuuk, Greenland. For two weeks, the group learned about the country's culture. Hart studied how climate research often excludes native people, and she loved learning the value of including diverse voices in those conversations. She says you shouldn't make decisions about the land without asking the people who've been working with it for centuries.
There was also time for some fun. During a brief stay in Akureyri, Iceland (where Hart would return for the final part of her program), she traveled far enough north to see the arctic circle. She loved Akureyri for its beautiful location, deep in a fjord with mountains all around. Actual trees grow there, too, which can be hard to find in Iceland.
But Hart's favorite thing was the endless light. At sunset, the sky turned orange and pink, then it just stayed that way for hours.
"At a certain point, I think I kind of got used to the fact that it was so pretty," Hart says. "I had to think about it again and realize how cool it was that I got to be there."
In her free time, she swam in geothermal pools, visited art museums, tried out new restaurants, and learned how to knit a sweater. She saw waterfalls and volcanoes. She snowshoed up a mountain. She even tried her hand at some Greenlandic dishes.
For most of the semester, Hart followed a set program, but the last five weeks were up to her.
Comparing Iceland to Indy
Hart first learned about food security through her classes and internships at Butler, where she spent a semester working on the campus farm.
"I really became passionate about it because the faculty at Butler are passionate about it," she says.
During the last five weeks of her study abroad trip, which were dedicated to independent study, she wanted to see how an issue so prominent in Indianapolis might play out in a different climate.
Mostly through secondary research, Hart found that food security in Iceland isn't really an economic issue: It's a land issue. People there have started demanding foods that just can't grow in the frigid climate, forcing residents to import most of what they eat. Beyond harming the environment, Hart says, importing can make the country especially vulnerable whenever trade gets disrupted.
Her study offered some solutions. She focused mainly on changes that might shift tastes back to what the land can support, such as subsidizing and labeling local foods. She also suggests more Icelanders rent garden pots to grow their own produce. Ultimately, she says, the country should try to become self-sufficient.
For now, Hart's research is more of a personal exploration. She wasn't able to share it with anyone outside of the study abroad group, but she believes her study could inspire change.
Hart would like to return to Iceland and build a community outreach program, which she hopes would get Icelanders talking about their food in ways they might not have before.
Student Access and Success
At the heart of Butler Beyond is a desire to increase student access and success, putting a Butler education within reach of all who desire to pursue it. With a focus on enhancing the overall student experience that is foundational to a Butler education, gifts to this pillar will grow student scholarships, elevate student support services, expand experiential learning opportunities, and more. Learn more, make a gift, and read other stories like this one at beyond.butler.edu.
Butler student travels to Iceland and Greenland for program with the School for International Training.
Jun 26 2019 Read more
Published on Jun 26 2019 Read more
AcademicsPeople
PUBLISHED ON May 07 2018
Associate Professor of Pharmacy Dennis Gardner either had luck on his side throughout his career or he is a purebred innovator. Both he and Associate Dean for Clinical Education and External Affiliations Julie Koehler believe it's a mix of both.
"Dennis is a starter," Koehler said. "He loves the opportunity to be involved in the establishment of new things."
Gardner elaborated and said, "I'm able to identify, visualize, and then make something happen. I like that challenge of development."
The notion of being in the right place at the right time and starting new things is demonstrated throughout Gardner's career. Before working at Butler he was one of the initial clinical faculty at Auburn University. In the 1970s, after leaving Auburn, Gardner joined Butler with a joint appointment with St. Vincent Hospital. During this time, he also helped establish Butler's first experiential program in the fall of 1978 to meet the American Association of Colleges of Pharmacy's requirements.
After establishing the program, Gardner joined St. Vincent Stress Center, where he managed the computerization of the pharmacy, which was the first St. Vincent facility to get one. After St. Vincent, Gardner worked at IU Hospital Pharmacy Department at Riley Hospital for Children and in the pharmacy industry at Novartis Oncology for a few years.
Gardner explained that through all these experiences he stayed connected to Butler by providing student experiences throughout the hospital. He lost touch with students a bit while working with Novartis. Although this position was challenging, Gardner discovered his heart was truly that of a clinician and a teacher.
Koehler explains the stars must have aligned because at the same time of Gardner's realization, Butler was in search for a pharmacy faculty position that would have a joint appointment at Butler in the classroom and at Community Health Network at as a clinician. Gardner was hired into his current role in 2004 and neither he nor Koehler have looked back.
"Dennis has been a valuable preceptor for us for many years," Koehler said. "He's really looked to as a leader in the field of pharmacy practice and to that, he's a great role model for our students, for the residents who train with him, and for the junior faculty who are just getting started in practice who don't have as many years under their belt."
Kacey Carroll, Assistant Professor of Pharmacy Practice at Butler and Ambulatory Care Pharmacist, is just one example of a student who has felt the impact Gardner has made. She worked with Gardner during her first year of residency and explained that Gardner taught her, by example, how to be a compassionate care giver, educator, and person.
"There are very few pharmacists that I have worked with that care as much as Dennis does and can handle the stressors of the job with grace and without complaint," Carroll said. "He made coming to work an enjoyable experience and I worked harder knowing he was invested in me as a person and as a learner."
Gardner's work in recent years at Community Health Network has helped Community expand their pediatric practice within the pediatric and neo-natal intensive care units and form a partnership with Riley Hospital for Children.
Koehler best describes the impact Dennis has had on Butler and the local health care providers with a quote from author Nelson Henderson: "The purpose of life is plant trees under whose shade we do not expect to sit."
"If you look at Dennis' career, he's done that for us, he's planted an awful lot of trees," Koehler said. "There will be a lot of shade from which we can benefit in future years."
In retirement, Gardner plans to spend more time with his sons Geoffrey, John, and grandchildren, spend time with his wife, Leslie, who is also retiring, travel, and become more active in his church and choirs.
If Butler has opportunities in the future for him, Gardner said he'll be happy to come back. So Gardner may be retiring as a professor from Butler and as a clinician, but he's far from retiring his sense of tackling new things. You can rest assured that whatever Gardner tackles in retirement, he'll probably be a trailblazer.
Krisy Force
kforce@butler.edu
That's the mantra of retiring COPHS faculty member Dennis Gardner.
May 07 2018 Read more
Published on May 07 2018 Read more


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