Robert M. Waters (2025)

and U.S. Mail: Waters & Associates, PLLC, 174 Plaistow Road, Suite 3, Plaistow, NH 03865 Robert M. Waters, Esquire (via email: rwaters@amclegal.com cc: Sara S. Greene, Disciplinary Counsel

costs. requirement and to accounting principles. The Committee also voted to approve the agreement to pay During that process, the Committee recommends to Mr. Waters ’ s attention to the Rule 3.3 candor seek readmission, Mr. Waters will be required to follow the procedure in Supreme Court Rule 37 (14)(b). Court a two - year suspension, retroactive to Mr. Waters’ s interim suspension on December 7, 2023. To Rule 1.15 violation.” Should the parties agree to that modification, the Committee recommends to the agree to add to Paragraph 71, after “absence of a dishon est or selfish motive,” the language “as to the rule violations, and sanction. The Committee voted to conditionally approve the stipulation if the parties On May 20, 2025, the Professional Conduct Committee deliberated the stipulation as to facts,

*non - lawyer member

*Peter J. Kiriakoutsos *Everett S. Grass Trudy Renfors, Admin. Asst. Richard C. Gagliuso, Esq. Eric R. Wilson, Esq. *Ronald K. Ace Mitchell M. Simon, Esq. Caroline K. Leonard, Esq., Vice Chair. Robin D. Melone, Esq. * Kath l een M. Ames, Vice Chair Karyl R. Martin, Esq. Stephanie C. Hausman, Esq., Chair Robert R. Lucic, Esq.

government funds for his conduct in obtaining an Economic Injury Disaster Loan government funds for his conduct in obtaining an Economic Injury Disaster Loan indictment against Mr. Waters alleging, indictment against Mr. Waters alleging, inter alia,, wire fraud and theft of wire fraud and theft of 6. 6. The United States Attorneys' Office for the District of New Hampshire brought an

5. 5. Mr. Waters does not have a previous disciplinary history. 03865. 03865. Waters & Associates, PLLC, located at 174 Plaistow Rd., Suite 3, Plaistow, NH Waters & Associates, PLLC, located at 174 Plaistow Rd., Suite 3, Plaistow, NH 4. At all times material to this proceeding, Mr. Waters operated his law office as 4. (LD-2023-0018). (LD-2023-0018). pursuant to a New Hampshire Supreme Court order dated December 7, 2023 pursuant to a New Hampshire Supreme Court order dated December 7, 2023 3. Mr. Waters agreed to a suspension from the practice of law on an interim basis 3. He is currently on inactive status for the Massachusetts Bar. He is currently on inactive status for the Massachusetts Bar. 2. p. 3 Mr. Waters was admitted to practice law in Massachusetts on December 13, 2002. 2. 1. 1. Mr. Waters was admitted to practice law in New Hampshire on January 6, 2009.

Discipline Office (ADO) stipulate as follows: Discipline Office (ADO) stipulate as follows: Respondent Robert M. Waters, Esquire ("Mr. Waters"), and the Attorney Respondent Robert M. Waters, Esquire (“Mr. Waters”), and the Attorney

NEW HAMPSHIRE SUPREME COURT NEW HAMPSHIRE SUPREME COURT p. 4 These EIDLs were part of the 2020 Coronavirus Aid, Relief, and Economic On September 14, 2023, the clerk of the federal court for the District of New Mr. Waters did not contest the interim suspension imposed by the N.H. Supreme Mr. Waters, represented by Devine Millimet, thereafter produced additional Mr. Waters had not been contacted prior to the indictment seeking information or Also in March 2024, Mr. Waters entered into a Settlement Agreement with the Mr. Waters produced corporate and bank records to the ADO, as he had to the USAO, Mr. Waters’ use of the loan proceeds to pay off Federal Register, Vol. 86, No. 171 at 50214-

50217. 50217. used to pay any type of business debt." used to pay any type of business debt.” See See Federal Register, Vol. 86, No. 171 at 50214and after submitting a COVID EIDL loan application," and that "loan proceeds may be and after submitting a COVID EIDL loan application,” and that “loan proceeds may be expressly authorize that EIDL “loan proceeds may be used to pay debt incurred both before expressly authorize that EIDL "loan proceeds may be used to pay debt incurred both before with 13 CFR §123.303, which the SBA revised, effective September 8, 2021, to clarify and with 13 CFR §123.303, which the SBA revised, effective September 8, 2021, to clarify and Westville's loan obligation and purchase the yacht, while notable, appears to be consistent Westville’s loan obligation and purchase the yacht, while notable, appears to be consistent Waters owns in Chelsea, Massachusetts. Mr. Waters' use of the loan proceeds to pay off Waters owns in Chelsea, Massachusetts. thereafter purchased the yacht for commercial purposes relating to a marina that Mr. thereafter purchased the yacht for commercial purposes relating to a marina that Mr. demonstrating that he used the COVID loan to pay off debt carried by Westville, and demonstrating that he used the COVID loan to pay off debt carried by Westville, and 1 Mr. Waters produced corporate and bank records to the ADO, as he had to the USAO, 1

vessel. vessel. of the EIDL loan. Mr. Waters also owns a marina that was the legal owner of the of the EIDL loan. Mr. Waters also owns a marina that was the legal owner of the vessel that was the subject of the allegedly misused funds to satisfy the remainder vessel that was the subject of the allegedly misused funds to satisfy the remainder EIDL loan, as well as agreed to allow the U.S. Marshall’s office to sell/auction the EIDL loan, as well as agreed to allow the U.S. Marshall's office to sell/auction the liability, but agreed to pay $150,000 to the United States to be allocated to the liability, but agreed to pay $150,000 to the United States to be allocated to the Department of Justice. He made no admission of criminal conduct or civil Department of Justice. He made no admission of criminal conduct or civil 12. 12. Also in March 2024, Mr. Waters entered into a Settlement Agreement with the context on the loan. context on the loan. 11. 11. Mr. Waters had not been contacted prior to the indictment seeking information or subsequently dismissed the charges with prejudice on March 29, 2024.1 subsequently dismissed the charges with prejudice on March 29, 2024. 1 discovery regarding the EIDL to the U.S. Attorney's Office. The USAO discovery regarding the EIDL to the U.S. Attorney’s Office. The USAO 10. 10. Mr. Waters, represented by Devine Millimet, thereafter produced additional Court, dated December 7, 2023, based on the then-pending indictment. Court, dated December 7, 2023, based on the then-pending indictment. 9. 9. Mr. Waters did not contest the interim suspension imposed by the N.H. Supreme essentially alleged that Mr. Waters had used the EIDL loan to purchase a yacht. essentially alleged that Mr. Waters had used the EIDL loan to purchase a yacht. Hampshire referred the matter to the ADO, attaching the indictment, which Hampshire referred the matter to the ADO, attaching the indictment, which 8. 8. On September 14, 2023, the clerk of the federal court for the District of New Security (“CARES”) Act. Security ("CARES") Act. 7. 7. p. 4 These EIDLs were part of the 2020 Coronavirus Aid, Relief, and Economic the business of wholesale car sales. the business of wholesale car sales. ("EIDL") on behalf of one of his entities, Westville Remarketing Inc., which is in (“EIDL”) on behalf of one of his entities, Westville Remarketing Inc., which is in p. 5 Mr. Waters has complied with all aspects of the Settlement Agreement. Mr. Waters has cooperated fully with the ADO, including producing confidential In the regular course of its investigation, the ADO subpoenaed bank records for NH Bar Foundation IOLTA ending in 7365 from August 1, 2022 to Operating account ending in 7338 from April 4, 2017 to June 30, 2023. Those records demonstrate that Mr. Waters’ legal assistant, Lynette Dearborn, Ms. Dearborn has worked for Mr. Waters since 2015. She is generally responsible Ms. Dearborn is not bonded as required by Supreme Court Rule 50. From the period May 2017 to October 2024, 150 checks were written out of the Mr. Waters has represented that he authorized all of these transactions, and Although Mr. Waters maintained individual client ledgers, with the assistance of Instead, Mr. Waters employed a bookkeeper who performed what was essentially using QuickBooks. He acknowledges he would review

trust on several occasions, as set forth further below. trust on several occasions, as set forth further below. IOLTA bank statements, but not always each month, which led to being out of IOLTA bank statements, but not always each month, which led to being out of a two-way reconciliation using QuickBooks. He acknowledges he would review a two-way reconciliation 22. Instead, Mr. Waters employed a bookkeeper who performed what was essentially 22. as mandated by Supreme Court Rule 50(2)(C)(vi). as mandated by Supreme Court Rule 50(2)(C)(vi). Ms. Dearborn, he did not perform three-way monthly reconciliations each month Ms. Dearborn, he did not perform three-way monthly reconciliations each month 21. Although Mr. Waters maintained individual client ledgers, with the assistance of 21. and deposits effectuated, by Ms. Dearborn with regard to the IOLTA. and deposits effectuated, by Ms. Dearborn with regard to the IOLTA. acknowledges that he remains responsible for any actions taken, or disbursements acknowledges that he remains responsible for any actions taken, or disbursements 20. Mr. Waters has represented that he authorized all of these transactions, and 20. signed by Ms. Dearborn. signed by Ms. Dearborn. IOLTA. Of the total 150 checks, 143 of the checks drawn on the IOLTA were IOLTA. Of the total 150 checks, 143 of the checks drawn on the IOLTA were 19. 19. From the period May 2017 to October 2024, 150 checks were written out of the 18. 18. Ms. Dearborn is not bonded as required by Supreme Court Rule 50. for maintaining individual client ledgers using QuickBooks software. for maintaining individual client ledgers using QuickBooks software. 17. 17. Ms. Dearborn has worked for Mr. Waters since 2015. She is generally responsible signed checks for the IOLTA and effectuated many disbursements and deposits. signed checks for the IOLTA and effectuated many disbursements and deposits. 16. 16. Those records demonstrate that Mr. Waters' legal assistant, Lynette Dearborn, (Operating 7338). (Operating 7338). b. Operating account ending in 7338 from April 4, 2017 to June 30, 2023. b. October 17, 2024. ("IOLTA"). October 17, 2024. (“IOLTA”). a. NH Bar Foundation IOLTA ending in 7365 from August 1, 2022 to a. Mr. Waters' law firm accounts at Lowell Five Cents Saving Bank, as follows: Mr. Waters’ law firm accounts at Lowell Five Cents Saving Bank, as follows: 15. 15. In the regular course of its investigation, the ADO subpoenaed bank records for Subpoena of Mr. Waters’ New Hampshire IOLTA and Operating Account Subpoena of Mr. Waters' New Hampshire IOLTA and Operating Account

client materials, bank records, and tax returns for various business entities. client materials, bank records, and tax returns for various business entities. 14. 14. Mr. Waters has cooperated fully with the ADO, including producing confidential 13. 13. p. 5 Mr. Waters has complied with all aspects of the Settlement Agreement. p. 6 AMOUNT CLIENT $18,000.00 BENEFICIARY JR.

that should have been deposited into the IOLTA but were mistakenly deposited that should have been deposited into the IOLTA but were mistakenly deposited 28. The deposit into Operating 7338 represented client settlement funds 28. The deposit into Operating 7338 represented client settlement funds IOLTA in the first instance. IOLTA in the first instance. 27. Mr. Waters acknowledges that these retainers should have been deposited in the 27. Mr. Waters acknowledges that these retainers should have been deposited in the they were properly disbursed after invoicing the clients in these matters. they were properly disbursed after invoicing the clients in these matters. these retainers were transferred in full from the operating account into the IOLTA, these retainers were transferred in full from the operating account into the IOLTA, IOLTA within 30 days of their initial deposit into the operating account. Once IOLTA within 30 days of their initial deposit into the operating account. Once 26. Mr. Waters transferred these two retainers from the operating account into the 26. Mr. Waters transferred these two retainers from the operating account into the the retainer amounts. the retainer amounts. fee would be assessed as a charge against the law firm, and not the deducted from fee would be assessed as a charge against the law firm, and not the deducted from instructed his legal assistant to utilize the operating account, so that the credit card instructed his legal assistant to utilize the operating account, so that the credit card Mr. Waters represented that because of the merchant fee for these transactions, he Mr. Waters represented that because of the merchant fee for these transactions, he retainers received by credit card and initially deposited into the operating account. retainers received by credit card and initially deposited into the operating account. 25. The deposits into the IOLTA on February 11, 2022, and May 17, 2023 were 25. The deposits into the IOLTA on February 11, 2022, and May 17, 2023 were

Operating 7338, as follows: Operating 7338, as follows: with client funds when he made the following deposits into the IOLTA from with client funds when he made the following deposits into the IOLTA from 24. Bank records demonstrate that Mr. Waters commingled his own personal funds 24. Bank records demonstrate that Mr. Waters commingled his own personal funds to identify the client and purpose of the transactions. to identify the client and purpose of the transactions. particular deposit or disbursement, though in meetings with the ADO he was able particular deposit or disbursement, though in meetings with the ADO he was able 23. Mr. Waters' reconciliations occasionally contained no client designation for a 23. Mr. Waters’ reconciliations occasionally contained no client designation for a p. 7 5 5

IOLTA bank statements, noticed this withdrawal, and on March 1, 2023, he IOLTA bank statements, noticed this withdrawal, and on March 1, 2023, he 34. The check was cashed on February 27, 2023. Mr. Waters, upon reviewing the 34. The check was cashed on February 27, 2023. Mr. Waters, upon reviewing the office. office. been disbursed from Operating 7338, as it represented rent payments for his law been disbursed from Operating 7338, as it represented rent payments for his law December 10, 2022, to "Three Hamilton North LLC." This check should have December 10, 2022, to “Three Hamilton North LLC.” This check should have 33. In another matter, Mr. Waters wrote Check No. 528 out of the IOLTA, dated 33. In another matter, Mr. Waters wrote Check No. 528 out of the IOLTA, dated via online transfer to replenish the IOLTA due to his mistake. via online transfer to replenish the IOLTA due to his mistake. March 1, 2023, he transferred $15,000 from his operating account to the IOLTA March 1, 2023, he transferred $15,000 from his operating account to the IOLTA Waters, upon reviewing the IOLTA bank statements, noticed this error, and on Waters, upon reviewing the IOLTA bank statements, noticed this error, and on in the operating account to transfer Mr. deposit to the IOLTA. Mr. in the operating account to transfer Mr. deposit to the IOLTA. Mr. 32. At all times during the months of February and March there were sufficient funds 32. At all times during the months of February and March there were sufficient funds retainer from Operating 7338 back into the IOLTA on March 16, 2023. retainer from Operating 7338 back into the IOLTA on March 16, 2023. out of trust in the amount of $1,381.25, until such time as he transferred the out of trust in the amount of $1,381.25, until such time as he transferred the in the matter in the IOLTA. When he paid himself $4,675.00, he became in the matter in the IOLTA. When he paid himself $4,675.00, he became 31. Specifically, as of March 3, 2023, Mr. Waters was holding only $3,293.17 in trust 31. Specifically, as of March 3, 2023, Mr. Waters was holding only $3,293.17 in trust earned fees, from the IOLTA on March 3, 2023. earned fees, from the IOLTA on March 3, 2023. became out of trust in the matter when he paid himself $4,675.00, for became out of trust in the matter when he paid himself $4,675.00, for 2023, and did not transfer the amount into the IOLTA until March 16, 2023, he 2023, and did not transfer the amount into the IOLTA until March 16, 2023, he Waters mistakenly deposited this retainer into Operating 7338 on February 7, Waters mistakenly deposited this retainer into Operating 7338 on February 7, into the IOLTA in the first instance, and not into Operating 7338. Because Mr. into the IOLTA in the first instance, and not into Operating 7338. Because Mr. 30. The funds were a client retainer that likewise should have been deposited 30. The funds were a client retainer that likewise should have been deposited were appropriately distributed from the IOLTA. were appropriately distributed from the IOLTA. 29. Once the settlement funds were transferred into the IOLTA, they 29. Once the settlement funds were transferred into the IOLTA, they payable to Ms. payable to Ms. No. 678 dated March 1, 2023 from the IOLTA, in the amount of $6,301.55, No. 678 dated March 1, 2023 from the IOLTA, in the amount of $6,301.55, IOLTA until March 3, 2023, he became briefly out of trust when he issued Check IOLTA until March 3, 2023, he became briefly out of trust when he issued Check Operating 7338 on March 1, 2023, and did not transfer those funds into to the Operating 7338 on March 1, 2023, and did not transfer those funds into to the into Operating 7338. Because Mr. Waters deposited the settlement funds into into Operating 7338. Because Mr. Waters deposited the settlement funds into p. 8 Mr. Waters is listed as the Manager for Three Hamilton North, LLC according to Three Hamilton North has the principal purpose of “real estate and rental and Though Check No. 528 is dated December 10, 2022, and not cashed until February The check for $23,000 is noted on Mr. Waters’ February 2023 monthly Mr. Waters readily acknowledged these errors and expressed accountability for The ADO did not identify any instances of intentional misappropriation on the part The parties agree that Mr. Waters’ conduct in this case involves violations of the The facts set forth above are incorporated by reference. Rule 1.15 states as follows:

lawyer's possession in connection with a representation separate lawyer’s possession in connection with a representation separate (a) A lawyer shall hold property of clients or third persons that is in a (a) A lawyer shall hold property of clients or third persons that is in a

43. Rule 1.15 states as follows: 43. 42. The facts set forth above are incorporated by reference. 42.

Rule 1.15 and Supreme Court Rule 50: Safekeeping Property Rule 1.15 and Supreme Court Rule 50: Safekeeping Property New Hampshire Rules of Professional Conduct, as follows: New Hampshire Rules of Professional Conduct, as follows:

41. The parties agree that Mr. Waters' conduct in this case involves violations of the 41.

of Mr. Waters or his staff. of Mr. Waters or his staff. 40. The ADO did not identify any instances of intentional misappropriation on the part 40. maintenance of client ledgers by his employee Ms. Dearborn. maintenance of client ledgers by his employee Ms. Dearborn. review IOLTA bank statements each month, and failing to properly supervise the review IOLTA bank statements each month, and failing to properly supervise the failing to understand the nature of a three-way reconciliation, failing to carefully failing to understand the nature of a three-way reconciliation, failing to carefully 39. Mr. Waters readily acknowledged these errors and expressed accountability for 39. operating account at all times during that period to transfer the funds. operating account at all times during that period to transfer the funds. provided on the reconciliation. There were sufficient funds in Mr. Waters' provided on the reconciliation. There were sufficient funds in Mr. Waters’ reconciliation under "checks and payments," but no client identifier/designation is reconciliation under “checks and payments,” but no client identifier/designation is 38. The check for $23,000 is noted on Mr. Waters' February 2023 monthly 38. reconciliations for December 2022 and January 2023. reconciliations for December 2022 and January 2023. 27, 2023, Mr. Waters failed to list this check as outstanding on his monthly 27, 2023, Mr. Waters failed to list this check as outstanding on his monthly 37. Though Check No. 528 is dated December 10, 2022, and not cashed until February 37. Plaistow, NH. Plaistow, NH. rent for the Law office owned by the entity and located at 174 Plaistow Road, rent for the Law office owned by the entity and located at 174 Plaistow Road, leasing; lessors of other real estate property." The funds in question represented leasing; lessors of other real estate property.” The funds in question represented 36. Three Hamilton North has the principal purpose of "real estate and rental and 36. documents on file with the New Hampshire Secretary of State. documents on file with the New Hampshire Secretary of State. 35. p. 8 Mr. Waters is listed as the Manager for Three Hamilton North, LLC according to 35. replenish the IOLTA due to his mistake. replenish the IOLTA due to his mistake. transferred $23,000 from his operating account to the IOLTA via online transfer to transferred $23,000 from his operating account to the IOLTA via online transfer to p. 9 7 7

in dispute. in dispute. distribute all portions of the property as to which the interests are not distribute all portions of the property as to which the interests are not lawyer until the dispute is resolved. The lawyer shall promptly lawyer until the dispute is resolved. The lawyer shall promptly lawyer) claim interests, the property shall be kept separate by the lawyer) claim interests, the property shall be kept separate by the property in which two or more persons (one of whom may be the property in which two or more persons (one of whom may be the (f) When in the course of representation a lawyer is in possession of (f) When in the course of representation a lawyer is in possession of regarding such property. regarding such property. client or third person, shall promptly render a full accounting client or third person, shall promptly render a full accounting client or third person is entitled to receive and upon request by the client or third person is entitled to receive and upon request by the to the client or third person any funds or other property that the to the client or third person any funds or other property that the law or by agreement with the client, a lawyer shall promptly deliver law or by agreement with the client, a lawyer shall promptly deliver third person. Except as stated in this rule or otherwise permitted by third person. Except as stated in this rule or otherwise permitted by person has an interest, a lawyer shall promptly notify the client or person has an interest, a lawyer shall promptly notify the client or (e) Upon receiving funds or other property in which a client or third (e) Upon receiving funds or other property in which a client or third the lawyer from the receiving financial institution. the lawyer from the receiving financial institution. receiving financial institution, and (B) availability of such funds to receiving financial institution, and (B) availability of such funds to disbursements, or (ii) clearance of any other form of deposit by such disbursements, or (ii) clearance of any other form of deposit by such electronic transfer of funds at least equal to the sum of such electronic transfer of funds at least equal to the sum of such institution, of cash, bank cashier's check, certified check, or institution, of cash, bank cashier's check, certified check, or deposit, receipt of which is acknowledged by the receiving financial deposit, receipt of which is acknowledged by the receiving financial (d) Funds may be disbursed from lawyer trust accounts upon (A) (i) (d) Funds may be disbursed from lawyer trust accounts upon (A) (i) lawyer only as fees are earned or expenses incurred. lawyer only as fees are earned or expenses incurred. expenses that have been paid in advance, to be withdrawn by the expenses that have been paid in advance, to be withdrawn by the (c) A lawyer shall deposit into a client trust account legal fees and (c) A lawyer shall deposit into a client trust account legal fees and account, but only in an amount appropriate for that purpose. account, but only in an amount appropriate for that purpose. account for the sole purpose of paying bank service charges on that account for the sole purpose of paying bank service charges on that (b) A lawyer may deposit the lawyer's own funds in a client trust (b) A lawyer may deposit the lawyer’s own funds in a client trust identified as such and appropriately safeguarded. identified as such and appropriately safeguarded. any portion thereof. All client and third party property shall be any portion thereof. All client and third party property shall be period of six years after final distribution of such other property or period of six years after final distribution of such other property or third persons shall be kept by the lawyer and shall be preserved for a third persons shall be kept by the lawyer and shall be preserved for a those Rules. Sufficient records of all other property of clients or those Rules. Sufficient records of all other property of clients or Supreme Court Rules and shall comply with every other aspect of Supreme Court Rules and shall comply with every other aspect of and third party funds as may be required by the New Hampshire and third party funds as may be required by the New Hampshire maintain the minimum financial records with respect to the client maintain the minimum financial records with respect to the client of the New Hampshire Supreme Court Rules. The lawyer shall of the New Hampshire Supreme Court Rules. The lawyer shall from the lawyer’s own property, in accordance with the provisions from the lawyer's own property, in accordance with the provisions p. 10 Mr. Waters’ failure to personally conduct monthly three-way reconciliations of his Mr. Waters violated 50(2)(C)(i) by allowing his employee, Ms. Dearborn, to act as Mr. Waters violated Rule 1.15(a) by failing to keep his own funds separate from i.e. by commingling, as set forth herein, supra ¶¶ 24-38. The facts set forth above are incorporated by reference. Rule 3.3 states, in pertinent part, as follows: Mr. Waters violated Rule 3.3 when he filed knowingly false Trust Account The facts set forth above are incorporated by reference. Rule 5.3 states as follows:

lawyer; lawyer; conduct is compatible with the professional obligations of the conduct is compatible with the professional obligations of the in effect measures giving reasonable assurance that the person's in effect measures giving reasonable assurance that the person's law firm shall make reasonable efforts to ensure that the firm has law firm shall make reasonable efforts to ensure that the firm has other lawyers possesses comparable managerial authority in a other lawyers possesses comparable managerial authority in a (a) Each partner, and each lawyer who individually or together with (a) Each partner, and each lawyer who individually or together with a lawyer: a lawyer: With respect to a nonlawyer employed or retained by or associated with With respect to a nonlawyer employed or retained by or associated with

51. 51. Rule 5.3 states as follows: 50. 50. The facts set forth above are incorporated by reference.

Rule 5.3: Responsibilities Regarding Nonlawyer Assistants Rule 5.3: Responsibilities Regarding Nonlawyer Assistants

compliance" with Rule 1.15 and Supreme Court Rule 50. compliance” with Rule 1.15 and Supreme Court Rule 50. reconciliations, was never out of trust, and maintained all client funds "in full reconciliations, was never out of trust, and maintained all client funds “in full periods and three TACCs, which falsely certified that he performed monthly periods and three TACCs, which falsely certified that he performed monthly the time period June 1, 2021 through May 31, 2024, representing three reporting the time period June 1, 2021 through May 31, 2024, representing three reporting Compliance Certifications ("TACC") with the New Hampshire Supreme Court for Compliance Certifications (“TACC”) with the New Hampshire Supreme Court for 49. Mr. Waters violated Rule 3.3 when he filed knowingly false Trust Account 49.

to the tribunal by the lawyer; to the tribunal by the lawyer; correct a false statement of material fact or law previously made correct a false statement of material fact or law previously made (1) make a false statement of fact or law to a tribunal or fail to (1) make a false statement of fact or law to a tribunal or fail to (a) A lawyer shall not knowingly: (a) A lawyer shall not knowingly:

48. Rule 3.3 states, in pertinent part, as follows: 48. 47. The facts set forth above are incorporated by reference. 47.

client funds, client funds, i.e. by commingling, as set forth herein, supra 71124-38. 46. Mr. Waters violated Rule 1.15(a) by failing to keep his own funds separate from 46. a signatory for the IOLTA without having the necessary bond. a signatory for the IOLTA without having the necessary bond. 45. Mr. Waters violated 50(2)(C)(i) by allowing his employee, Ms. Dearborn, to act as 45. employee, violates Rule 1.15 as well as Supreme Court Rule 50(2)(C). employee, violates Rule 1.15 as well as Supreme Court Rule 50(2)(C). IOLTA, or supervise properly and review thoroughly such reconciliations by his IOLTA, or supervise properly and review thoroughly such reconciliations by his 44. Mr. Waters' failure to personally conduct monthly three-way reconciliations of his 44. p. 11 Mr. Waters violated Rule 5.3(b) by failing to make reasonable efforts to properly Mr. Waters admits that although none of Ms. Dearborn’s transactions were The Attorney Discipline Office and Mr. Waters jointly agree that a two-year Both case law and the American Bar Association’s (2005) (“The purpose of the Court’s disciplinary power is “protecting the public,

maintaining public confidence in the bar, preserving the integrity of the legal maintaining public confidence in the bar, preserving the integrity of the legal 56. 56. The purpose of the Court's disciplinary power is "protecting the public, Lawyer Sanctions Lawyer Sanctions (2005) ("Standards") Standards”) support support this sanction. this sanction. 55. 55. Both case law and the American Bar Association's Standards for Imposing Standards for Imposing the purposes of attorney discipline. the purposes of attorney discipline. suspension is the appropriate sanction in this matter. This sanction would serve suspension is the appropriate sanction in this matter. This sanction would serve 54. 54. The Attorney Discipline Office and Mr. Waters jointly agree that a two-year

set forth herein. set forth herein. did not supervise her closely enough, which resulted in errors and commingling as did not supervise her closely enough, which resulted in errors and commingling as unauthorized or misappropriation, he did not obtain a bond for Ms. Dearborn, and unauthorized or misappropriation, he did not obtain a bond for Ms. Dearborn, and 53. 53. Mr. Waters admits that although none of Ms. Dearborn's transactions were question. question. allowing her to effectuate the bulk of the IOLTA transactions for the period in allowing her to effectuate the bulk of the IOLTA transactions for the period in professional obligations, by allowing her to act as signatory without a bond and professional obligations, by allowing her to act as signatory without a bond and supervise Ms. Dearborn to ensure that her conduct was compatible with his supervise Ms. Dearborn to ensure that her conduct was compatible with his 52. 52. p. 11 Mr. Waters violated Rule 5.3(b) by failing to make reasonable efforts to properly

action. action. avoided or mitigated but fails to take reasonable remedial avoided or mitigated but fails to take reasonable remedial of the conduct at a time when its consequences can be of the conduct at a time when its consequences can be has direct supervisory authority over the person, and knows has direct supervisory authority over the person, and knows authority in the law firm in which the person is employed, or authority in the law firm in which the person is employed, or (2) the lawyer is a partner or has comparable managerial (2) the lawyer is a partner or has comparable managerial conduct, ratifies the conduct involved; or conduct, ratifies the conduct involved; or (1) the lawyer orders or, with the knowledge of the specific (1) the lawyer orders or, with the knowledge of the specific engaged in by a lawyer if: engaged in by a lawyer if: would be a violation of the Rules of Professional Conduct if would be a violation of the Rules of Professional Conduct if (c) a lawyer shall be responsible for conduct of such a person that (c) a lawyer shall be responsible for conduct of such a person that of the lawyer; and of the lawyer; and person's conduct is compatible with the professional obligations person's conduct is compatible with the professional obligations nonlawyer shall make reasonable efforts to ensure that the nonlawyer shall make reasonable efforts to ensure that the (b) Each lawyer having direct supervisory authority over the (b) Each lawyer having direct supervisory authority over the p. 12 Although the Court has not adopted the Standards Standards set forth a four part analysis for (quoting Douglas’ Standards § 3.0. The first three parts of the analysis create the framework for characterizing the See Conner’ s Case See id. (“[a]fter determining the sanction, [the Under the first prong of the analysis, Mr. Waters violated duties owed to his With respect to Mr. Waters’ mental state under the second prong of the sanction Even if Mr. Waters’ state of mind as to his trust account violations was not Standards nonetheless recommend suspension. 4.12 (baseline suspension for a lawyer who “knows or

he is dealing improperly with client property") (emphasis added); he is dealing improperly with client property”) (emphasis added); see also see also See Standard See Standard 4.12 (baseline suspension for a lawyer who "knows or should know should know knowing, but grossly negligent, the knowing, but grossly negligent, the Standards nonetheless recommend suspension. 61. 61. Even if Mr. Waters' state of mind as to his trust account violations was not negligent, specifically with regard to his supervision of his staff. negligent, specifically with regard to his supervision of his staff. performing three-way monthly reconciliations. His mental state was also performing three-way monthly reconciliations. His mental state was also consciously aware of attendant circumstances, such as the fact that he was not consciously aware of attendant circumstances, such as the fact that he was not analysis, the parties agree that his mental state was knowing in that he was analysis, the parties agree that his mental state was knowing in that he was 60. 60. With respect to Mr. Waters' mental state under the second prong of the sanction clients and to the legal system. clients and to the legal system. 59. 59. Under the first prong of the analysis, Mr. Waters violated duties owed to his ultimate sanction"). ultimate sanction”). Court] consider[s] the effect of any aggravating or mitigating factors on the Court] consider[s] the effect of any aggravating or mitigating factors on the they affect the baseline sanction. they affect the baseline sanction. See id. ("[a]fter determining the sanction, [the the analysis: the existence of any aggravating or mitigating factors, and whether the analysis: the existence of any aggravating or mitigating factors, and whether baseline sanction is determined, the Court then looks to the fourth and final part of baseline sanction is determined, the Court then looks to the fourth and final part of respondent's misconduct and identify the appropriate sanction"). Once the respondent’s misconduct and identify the appropriate sanction”). Once the 303 (stating that "[i]n applying these factors, the first step is to categorize the 303 (stating that “[i]n applying these factors, the first step is to categorize the misconduct and determining a baseline sanction. misconduct and determining a baseline sanction. See Conner's' Case,, 158 N.H. at 158 N.H. at 58. 58. The first three parts of the analysis create the framework for characterizing the Case Case,, 156 N.H. 613, 621 (2007)); 156 N.H. 613, 621 (2007)); Standards § 3.0. and (d) the existence of aggravating or mitigating factors." and (d) the existence of aggravating or mitigating factors.” Id. Id. (quoting Douglas' mental state; (c) the potential or actual injury caused by the lawyer's misconduct; mental state; (c) the potential or actual injury caused by the lawyer’s misconduct; courts to consider in imposing sanctions: "(a) the duty violated; (b) the lawyer's courts to consider in imposing sanctions: “(a) the duty violated; (b) the lawyer’s Conner’ s Case Conner's Case,, 158 N.H. at 303. The 158 N.H. at 303. The Standards set forth a four part analysis for 57. 57. p. 12 Although the Court has not adopted the Standards,, it looks to them for guidance. it looks to them for guidance. misconduct." misconduct.” Coffey’ s Case Coffey's Case,, 152 N.H. 503, 513 (2005). 152 N.H. 503, 513 (2005). N.H. 299, 303 (2009). "The sanction...must take into account the severity of the N.H. 299, 303 (2009). “The sanction…must take into account the severity of the profession, and preventing similar conduct in the future." profession, and preventing similar conduct in the future.” Conner’ s Case Conner's Case,, 158 158 p. 13 The third prong of the sanction analysis requires an assessment of the actual or Mr. Waters’ conduct caused significant potential injury. In commingling his own As summarized below, where a lawyer engages in misconduct with a knowing See Standards §§ 4.12, 6.12 (addressing preserving client property Standard § 7.2. Mr. Waters’ Rule 1.15 violation implicates Section 4.12 of the Disbarment is generally appropriate when a lawyer knowingly Suspension is generally appropriate when a lawyer knows or Reprimand is generally appropriate when a lawyer is negligent in Admonition is generally appropriate when a lawyer is negligent in The term “admonition,” as used in the

public censure in New Hampshire. public censure in New Hampshire. New Hampshire. The term "reprimand," as used in the New Hampshire. The term “reprimand,” as used in the ABA Standards, ABA Standards, is analogous to a is analogous to a 2 The term "admonition," as used in the ABA Standards, ABA Standards, is analogous to a reprimand in is analogous to a reprimand in 2

4.14 Admonition2 is generally appropriate when a lawyer is negligent in 4.14 2 client. client. dealing with client property and causes injury or potential injury to a dealing with client property and causes injury or potential injury to a 4.13 Reprimand is generally appropriate when a lawyer is negligent in 4.13 and causes injury or potential injury to a client. and causes injury or potential injury to a client. should know that he is dealing improperly with client property should know that he is dealing improperly with client property 4.12 Suspension is generally appropriate when a lawyer knows or 4.12 client. client. converts client property and causes injury or potential injury to a converts client property and causes injury or potential injury to a 4.11 Disbarment is generally appropriate when a lawyer knowingly 4.11

cases involving the failure to preserve client property: cases involving the failure to preserve client property: factors set out in 3.0, the following sanctions are generally appropriate in factors set out in 3.0, the following sanctions are generally appropriate in Absent aggravating or mitigating circumstances, upon application of the Absent aggravating or mitigating circumstances, upon application of the Section provides: Section provides: 65. 65. Mr. Waters' Rule 1.15 violation implicates Section 4.12 of the Standards. Standards. That That staff, the baseline sanction would be a public censure pursuant to staff, the baseline sanction would be a public censure pursuant to Standard § 7.2. and candor to the tribunal, respectively). As to Mr. Waters' supervision of his and candor to the tribunal, respectively). As to Mr. Waters’ supervision of his suspension. suspension. See Standards §§ 4.12, 6.12 (addressing preserving client property state of mind that causes actual or potential injury, the baseline sanction is a state of mind that causes actual or potential injury, the baseline sanction is a 64. 64. As summarized below, where a lawyer engages in misconduct with a knowing client funds. client funds. and the integrity of the profession is diminished any time a lawyer mishandles and the integrity of the profession is diminished any time a lawyer mishandles claims against Mr. Waters' or his firm. In addition, public confidence in the Bar claims against Mr. Waters’ or his firm. In addition, public confidence in the Bar funds with those of clients, he subjected his client’s funds to possible creditors’ funds with those of clients, he subjected his client's funds to possible creditors' 63. 63. Mr. Waters' conduct caused significant potential injury. In commingling his own potential injury caused by Mr. Waters' misconduct. potential injury caused by Mr. Waters’ misconduct. 62. 62. p. 13 The third prong of the sanction analysis requires an assessment of the actual or establish proper accounting procedures should be suspended”). establish proper accounting procedures should be suspended"). Commentary, §§ 4.12 and 4.13 ("lawyer who are grossly negligent in failing to Commentary, §§ 4.12 and 4.13 (“lawyer who are grossly negligent in failing to p. 14 Mr. Waters’ Rule 3.3 violation implicates Section 6.12 of the Disbarment is generally appropriate when a lawyer, with the intent Suspension is generally appropriate when a lawyer knows that Reprimand is generally appropriate when a lawyer is negligent either Admonition is generally appropriate when a lawyer engages in an Mr. Waters’ Rule 5.3 violation implicates Section 7.3 of the

Absent aggravating or mitigating circumstances, upon application of the Absent aggravating or mitigating circumstances, upon application of the Section provides: Section provides: 67. 67. Mr. Waters' Rule 5.3 violation implicates Section 7.3 of the Standards. Standards. That That

(Emphasis added). (Emphasis added). potentially adverse effect on the legal proceeding. potentially adverse effect on the legal proceeding. or potential injury to a party, or causes little or no adverse or or potential injury to a party, or causes little or no adverse or information upon learning of its falsity, and causes little or no actual information upon learning of its falsity, and causes little or no actual statements or documents are false or in failing to disclose material statements or documents are false or in failing to disclose material isolated instance of neglect in determining whether submitted isolated instance of neglect in determining whether submitted 6.14 6.14 Admonition is generally appropriate when a lawyer engages in an legal proceeding. legal proceeding. proceeding, or causes an adverse or potentially adverse effect on the proceeding, or causes an adverse or potentially adverse effect on the and causes injury or potential injury to a party to the legal and causes injury or potential injury to a party to the legal taking remedial action when material information is being withheld, taking remedial action when material information is being withheld, in determining whether statements or documents are false or in in determining whether statements or documents are false or in 6.13 6.13 Reprimand is generally appropriate when a lawyer is negligent either potentially adverse effect on the legal proceeding. potentially adverse effect on the legal proceeding. a party to the legal proceeding, or causes an adverse or a party to the legal proceeding, or causes an adverse or takes no remedial action, and causes injury or potential injury to takes no remedial action, and causes injury or potential injury to or that material information is improperly being withheld, and or that material information is improperly being withheld, and false statements or documents are being submitted to the court false statements or documents are being submitted to the court 6.12 6.12 Suspension is generally appropriate when a lawyer knows that or potentially significant adverse effect on the legal proceeding. or potentially significant adverse effect on the legal proceeding. serious or potentially serious injury to a party, or causes a significant serious or potentially serious injury to a party, or causes a significant document, or improperly withholds material information, and causes document, or improperly withholds material information, and causes to deceive the court, makes a false statement, submits a false to deceive the court, makes a false statement, submits a false 6.11 6.11 Disbarment is generally appropriate when a lawyer, with the intent misrepresentation to a court: misrepresentation to a court: administration of justice or that involves dishonesty, fraud, deceit, or administration of justice or that involves dishonesty, fraud, deceit, or appropriate in cases involving conduct that is prejudicial to the appropriate in cases involving conduct that is prejudicial to the factors set out in Standard 3.0, the following sanctions are generally factors set out in Standard 3.0, the following sanctions are generally Absent aggravating or mitigating circumstances, upon application of the Absent aggravating or mitigating circumstances, upon application of the Section provides: Section provides: 66. 66. Mr. Waters' Rule 3.3 violation implicates Section 6.12 of the Standards. Standards. That That

(Emphasis added). (Emphasis added). injury to a client. injury to a client. dealing with client property and causes little or no actual or potential dealing with client property and causes little or no actual or potential p. 15 Disbarment is generally appropriate when a lawyer knowingly Suspension is generally appropriate when a lawyer knowingly Reprimand is generally appropriate when a lawyer negligently Admonition is generally appropriate when a lawyer engages in an The baseline sanction is a suspension for the IOLTA-related violations and for the The baseline sanction of suspension must be considered in light of any aggravating E.g. Conner’ s Case In this case there are two aggravating factors present: multiple offenses, and See Standards § 9.22.

substantial experience in the practice of law. substantial experience in the practice of law. See Standards § 9.22. 70. 70. In this case there are two aggravating factors present: multiple offenses, and and mitigating factors. and mitigating factors. E.g., Conner's Case,,, 158 N.H. at 303. 158 N.H. at 303. 69. 69. The baseline sanction of suspension must be considered in light of any aggravating violations. . . ." Salomon's Case, 171 N.H. 694, 706 (2019). violations. . . .” Salomon’s Case, 171 N.H. 694, 706 (2019). sanction for the most serious instance of misconduct among a number of sanction for the most serious instance of misconduct among a number of misconduct charges, the sanction imposed should at least be consistent with the misconduct charges, the sanction imposed should at least be consistent with the inaccurate TACC submissions. In discipline matters, "[w]here there are multiple inaccurate TACC submissions. In discipline matters, “[w]here there are multiple 68. 68. The baseline sanction is a suspension for the IOLTA-related violations and for the (Emphasis added). (Emphasis added). system. system. no actual or potential injury to a client, the public, or the legal no actual or potential injury to a client, the public, or the legal conduct violates a duty owed as a professional, and causes little or conduct violates a duty owed as a professional, and causes little or isolated instance of negligence in determining whether the lawyer's isolated instance of negligence in determining whether the lawyer’s 7.4 7.4 Admonition is generally appropriate when a lawyer engages in an public, or the legal system. public, or the legal system. professional and causes injury or potential injury to a client, the professional and causes injury or potential injury to a client, the engages in conduct that is a violation of a duty owed as a engages in conduct that is a violation of a duty owed as a 7.3 Reprimand is generally appropriate when a lawyer negligently 7.3 system. system. causes injury or potential injury to a client, the public, or the legal causes injury or potential injury to a client, the public, or the legal engages in conduct that is a violation of a duty as a professional and engages in conduct that is a violation of a duty as a professional and 7.2 7.2 Suspension is generally appropriate when a lawyer knowingly the public, or the legal system. the public, or the legal system. another, and causes serious or potentially serious injury to a client, another, and causes serious or potentially serious injury to a client, professional with the intent to obtain a benefit for the lawyer or professional with the intent to obtain a benefit for the lawyer or engages in conduct that is a violation of a duty owed as a engages in conduct that is a violation of a duty owed as a 7.1 7.1 p. 15 Disbarment is generally appropriate when a lawyer knowingly professional misconduct. professional misconduct. law, improper withdrawal from representation, or failure to report law, improper withdrawal from representation, or failure to report prospective client, unreasonable or improper fees, unauthorized practice of prospective client, unreasonable or improper fees, unauthorized practice of practice, improper solicitation of professional employment from a practice, improper solicitation of professional employment from a lawyer or the lawyer's services, improper communication of fields of lawyer or the lawyer’s services, improper communication of fields of appropriate in cases involving false or misleading communication about the appropriate in cases involving false or misleading communication about the factors set out in Standard 3.0, the following sanctions are generally factors set out in Standard 3.0, the following sanctions are generally p. 16 Mitigating factors include absence of a prior disciplinary record, absence of a See Standards § 9.32. The parties agree that the aggravating and mitigating circumstances taken together The parties agree this sanction serves the purposes of discipline and is an See e.g., In the Matter of Michael Bedard, – LD-2019-0005 (June 17, 2019) (two-year suspension, partially stayed, Subject to the PCC’s approval of Mr. Waters’ Stipulation, Mr. Waters agrees to See Supreme Court Rule 37(19). His agreement to pay the Mr. Waters understands that this Stipulation represents a recommended Mr. Waters acknowledges that the admissions of misconduct and the proposed Mr. Waters understands that he has a right to obtain counsel regarding this

Stipulation and, that he is fully aware of the consequences of the Stipulation. Stipulation and, that he is fully aware of the consequences of the Stipulation. 77. 77. Mr. Waters understands that he has a right to obtain counsel regarding this or duress, or of any promises or inducements not set forth in the Stipulation. or duress, or of any promises or inducements not set forth in the Stipulation. submitted; that he is not entering this Stipulation because of any threats, coercion, submitted; that he is not entering this Stipulation because of any threats, coercion, disposition contained in this Stipulation are freely, knowingly, and voluntarily disposition contained in this Stipulation are freely, knowingly, and voluntarily 76. 76. Mr. Waters acknowledges that the admissions of misconduct and the proposed Stipulation pursuant to Rule 37A(III)(aa)(1). Stipulation pursuant to Rule 37A(III)(aa)(1). disposition, and that the PCC may accept, reject, or conditionally accept the disposition, and that the PCC may accept, reject, or conditionally accept the 75. 75. Mr. Waters understands that this Stipulation represents a recommended

Waters. Waters. costs incurred by the ADO is the subject of a separate agreement signed by Mr. costs incurred by the ADO is the subject of a separate agreement signed by Mr. disciplinary matter. disciplinary matter. See Supreme Court Rule 37(19). His agreement to pay the pay the costs incurred by the ADO in the investigation and enforcement of this pay the costs incurred by the ADO in the investigation and enforcement of this 74. 74. Subject to the PCC's approval of Mr. Waters' Stipulation, Mr. Waters agrees to

for negligent but repeated IOLTA-related violations). for negligent but repeated IOLTA-related violations). Esquire — Esquire LD-2019-0005 (June 17, 2019) (two-year suspension, partially stayed, appropriate sanction in this case. appropriate sanction in this case. See e.g., In the Matter of Michael Bedard, 73. 73. The parties agree this sanction serves the purposes of discipline and is an interim suspension imposed by the Supreme Court on December 7, 2023. interim suspension imposed by the Supreme Court on December 7, 2023. parties request that the two-year suspension be retroactive to the date of the parties request that the two-year suspension be retroactive to the date of the do not merit any deviation from the baseline sanction of suspension. However, the do not merit any deviation from the baseline sanction of suspension. However, the 72. 72. The parties agree that the aggravating and mitigating circumstances taken together other penalties or sanction, and remorse. other penalties or sanction, and remorse. See Standards § 9.32. dishonest or selfish motive, full and free disclosure to the ADO, imposition of dishonest or selfish motive, full and free disclosure to the ADO, imposition of 71. 71. p. 16 Mitigating factors include absence of a prior disciplinary record, absence of a p. 17 Scanned by TapScanner

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'8. Mr. Watets. knowingly and intelligently waives his right to a hearing.