### IN THE SUPREME COURT OF IOWA

No. 17

– 1599
Filed June 29 , 2018

IOWA SUPREME COURT ATTORNEY DISCIPLINARY BOARD , Appellee ,

vs.
MARK T. HAMER , Appell ant

.

On a ppeal from the report of the Iowa Supreme Court Grievance
Commission

.

Grievance commission recommend s a six

- month suspension of attorney’s license. LICENSE SUSP ENDED.

David L. Brown and Alexander E. Wonio of Hansen, McClintock & Riley, Des Moines, for appellant.

W endell J. Harms, Tara van Brederode, and Susan A. Wendel (until withdrawal) , for appellee

.2

APPEL , Justice
. In this attorney disciplinary case, we are called upon once again to remind the Iowa bar that while our ethics rules allow attorneys to engage
in fina ncial transactions with clients and to represent both part y clients in a financial transaction, the demanding nature of the disclosures required and the necessity of documenting informed consent mean that these matters may not be undertaken lightly as a matter of informal
routine. The Iowa Supreme Court Attorney Disciplinary Board (Board) charged attorney Mark Hamer with multiple violations of the Iowa Code of Professional Responsibility for Lawyers (code) and the Iowa Rules of
Professional Conduct (rules) 1 arising from (1) several loan transactions occurring between multiple clients of Hamer without adequate conflict

of

- interest disclosures and informed consent , (2) several loan transactions involving Hamer and a c lient without adequate conflict

- of

interest disclosures and informed consent , (3) two failed joint
investments in which Hamer and his client suffered substantial losses,
and ( 4) a clearly excessive and dishonest attorney’s fee collected through a bonus to which the client did not agree. H amer denied the allegations. After an evidentiary hearing involving only two witnesses but over 2200 pages of documents, the Iowa Supreme Court Grievance
Commission (commission) found Hamer violated numerous code and rule provisions with respect to the loans and the attorney’s fee issues but
declined to find an ethical violation in connection with the failed

1 Prior to July 1, 2005, an Iowa lawyer’s conduct was governed by the code. Thereafter we adopted the rules. Because some of Hamer’s alleged misconduct occurred prior to July 1, 2005 , and some after, the Board has alleged violations under both ethical standar d s.3

investments. As a result, the c ommission recommend s that Hame r ’s license to practice law be suspended for six month s. Upon our de novo review, w e conclude Hamer engaged in a number
of ethical violations in connection with the loan transactions between
Hamer’s clients and between Hamer himself and Douglas Paul

. We also
find Hamer engaged in deceit in connection with th e bonus payment for legal work. Based on the violations, we conclude a six

- month suspension is the appropriate sanction.
I. Factual and Procedural Background.
A. Background to the Events at Issue
. Hamer received his
license t o practice law in Iowa in 1972 and represented businesses, entrepreneurs, franchisors, and franchisees for forty years. During all times relevant to the allegations in the complaint, Hamer worked for a prominent Iowa City law firm.
In 1982 , Douglas Paul, an entrepreneur in the field of education, founded an education writing and editing business that eventually
be came known as Buckle Down Publishing Company. Buckle Down developed customized curriculum materials for school districts. Paul

a lso owned ZAPS Learning Company, a n ACT and SAT st udent

- test

preparation company. In 1988, Hamer became Paul’s attorney for both business and personal matters. In addition to their business relationship, Hamer and Paul became friends and frequently socia lized together. In 2004, Hamer helped Paul sell both Buckle Down and ZAPS

. Paul sold his interest in Buckle Down for $23 million cash and some preferred stock . Paul also sold his interest in ZAPS for $1.5 million. DLP Management , an entity wholly owned by Paul, was formed to handle the money generated by the sale of Buckle Down

.4

B. Bonus for the Successful Sale of Buckle Down. Paul was pleased with the Buckle Down sale and wanted to reward the people who
worked on the transaction. Paul considered giving a cash bonus to Hamer, a n accountant, and a secretary. The record does not clearly establish the amount of the proposed bonus tha t Paul was considering givi ng Hamer. On April 15, Hamer accepted the bonus for his secretary, but told
Paul that a cash bonus for himself was problematic because he would be required to share the bonus with the other partners of the law firm. Five days later, Hamer told Paul that the legal fees in connection with the
Buckle Down transaction were $268,447.13. P aul paid the fee s on April 21 and received a n unitemized bill. The unitemized bill did not
state it included a $110,000 bonus fee. When Paul received the unitemized bill he requested an itemized fee statement, but Hamer demurred. He told Paul he would g ive Paul an itemized bill the foll owing
week but did not do so. On July 28, a Paul

- owned entity made a five

- year loan of $1,000,000 at 2.5% yearly interest to a Hamer

- owned entity, Quad Four,
L.L.C . Paul claimed this attractive loan was three percent below what Hamer would have otherwise been required to pay and was made in lieu
of a cash bonus on the Buckle Down transaction that Hamer would have had to share with other members of the firm if paid as part of the bill. Over the years, Paul continued to press Hamer several times for an itemized bill related to the Buckle Down transaction, including in an email on January 21, 2009 . Hamer did not provide an itemized bill, however, until Paul’s new lawy er sent a demand le tter asking for
documentation in early 2010.5

When Paul received the itemized bill in February 2010 , there was a note in Hamer’s handwriting attached to the file copy of Paul’s payment
check stating the bill included a $110,000 bonus . Th e note attached to the check included the words “CF Doug Paul 4/20/04.” Paul later
testified that the notation meant nothing to him

. Paul stated he did talk
to Hamer o n April 20 , 2004

. He claimed, however, there was no
discussion about the bonus but onl y abou t the total amount of the bill.
C. P aul’s Investments with Other Hamer Clients in “Private Banking.” After the sale s of Buckle Down and ZAP S in 2004 , Paul began making investments that he and Hamer called “private banking

. ” In these transactions, Paul directly loaned money to individuals and
businesses. From March 2004 to August 2005, Hamer presented to Paul, and Paul accepted, opportunities to loan money to nine individuals or entities
who were also clients of Hamer . In a ll but one of the loans, Hamer made no effort to get Paul’s informed consent in writing. Paul would later testify he had no knowledge the other parties in these loans were
Hamer’s clients

. He also testified that Hamer never discussed the perils of multip le repre sentation or obtain ed Paul’s verbal informed consent to any real or potential conflict s of interest arising out of the transactions

. Paul also testified Hamer informed him that most of the loans would be secured by adequate collateral. In fact, H amer never perfected the various security interests or filed the required mortgages nor did he
advise Paul that Paul would need to do so himself. Paul signed a multiple

- client representation letter dated
December 29, 200 4, that he received from Hamer for one of the transactions. The letter began, “As we understand your request, we will be dealing with the documentation and reporting relating to these6

transaction s .” The letter was lengthy and co ntained mostly generalizations: Before entering in this agree ment, we believe it is necessary and appropriate for us to spell out for you the potential ramifications of our representation of you. As you may be aware, the Iowa Code of Professional Responsibility for Lawyers, and in particular Canon 5, requires that a lawyer must exercise independent professional judgment on behalf of his client. In this connection, any lawyer requested to undertake representation of multiple clie nts having potentially differing interests must weigh carefully the possibility that his judgment may be impaired or his loyalty divided if he accepts the employment and the lawyer must resolve all doubts about the propriety of the representation prior to accepting the engagement. Once a lawyer accepts such employment and in the event the int erests of the clients do become actually differing, the lawyer must withdraw from the employment. There are, of course, many instances in which a lawyer may properly serve multiple clients having potentially differing interests in matters not involving lit igation. For example, if the interests vary only slightly, it is generally likely that the lawyer will not be subjected to an adverse influence and can retain his independent judgment on behalf of each client and if the interests do become differing, with drawal is less likely to have a disruptive effect upon the clients. However, in those instances in which a lawyer is justified in representing multiple clients, it is nevertheless essential that each client be given the opportunity to evaluate his need for independent representation and to obtain other counsel if desired. Further, each client should be fully advised concerning the implication of the common representation (which we hope this letter will do) and be fully advised as to any other circumstances that might cause one of the clients to question the undivided loyalty of the lawyer to the engagement and or interests of all the clients (which we will do later in this letter).

. . . . In regard to our requested representation, we have evaluated our knowledge of your respective interests. It appears to us that all of you are experienced; that you are willing and capable of completing these transactions; that you can make relatively equa l though substantially different business7 decisions; and, finally, that you appear to share the same business philosophy. While those factors alone are not enough to suggest that you should enter into this transaction, these factors do suggest to us that your individual interests and goals are sufficiently similar to convince us that we can represent you without any concern of the propriety of the multiple representation and without any concern that our judgment will be impaired or our loyalty divided amon g you. On the other hand, however, you must both be advised (and we’re sure already know) that the undersigned have previously represented all of you extensively and for many years. We anticipate continuing to represent all of you on a variety of matters. In addition, we anticipate that all of you will request that we give our opinion as to the structure, wisdom and advisability of your business transaction as it related to each of you and that we will provide our opinion(s) to you at all times during the engagement. We do not anticipate that there will be any conflicts arising which might threaten the transaction between you. However, in the event of such a conflict, we anticipate the termination of our representation in the area of the conflict and the continuation of our representation on other matters. We would not, in such a case, represent either party relative to any conflict between you. In other words, in the event of any conflict between you which would require the assistance of legal counsel, you would all be required to employ counsel other than ourselves or those in this firm. If, after careful consideration of all the factors contained in this letter, you want [Hamer’s law firm] to represent you with regard to these transaction s , then you sh ould sign the Consent attached to this letter, and have it witnessed and dated. Attached to this letter was a consent form, which Paul and the borrowers signed. Hamer prepared a similar letter for one of the other loans, but this letter was never presente d to Paul , and he did not sign it.
Paul discontinued private banking facilitated by Hamer because
two of the loans “went south ” in 2006 and 2007. The borrower on one loan defaulted in 2006 . Paul understood the loan would be secured by a mortgage on re a l estate owned by the borrower. Paul instructed Hamer to seize the collateral. Hamer demurred. He told Paul the collateral was8 not easily liquidated but offered to talk to the borr ower “ to straighten things out. ” After Hamer spoke with the borrower, the borrower caught
up on overdue interest payments and then made occasional payments against the principal. The terms of the loan , however, were never formally modified in writing. The loan was eventually repai d in March
2009. A borrower on a second loan defaulted in 2007. Paul understood
that this loan was secured by an investment portfolio. Paul instructed
Hamer to seize the portfolio

. Hamer refused. Hamer advised Paul that
Hamer could not take the action beca use the borrower was his client

. Hamer told Paul that i f Pa ul wished to pursue collection, he would have to seek other representation. Paul did not purs u e other representation
and eventually agreed to reduce the interest rate and extend the terms of
the troubled loan. The troubled loan has since been extended multiple
times and , as of Paul’s 2013 complaint , about $350,000 remained unpaid

. Under the new terms of the loan, t he loan is scheduled to be paid in full in 2029.
D
. Paul’s Loans to Hamer and Hamer
- Owned Entities. In addition to the loan that Paul made to Hamer ’s Quad Four , L.L.C. , Paul
made two other loans to entities that Hamer eit her owned or had an
interest in

— one in July 2004 and the other in March 2006. All of these
loans were fully re p aid as agreed.
E
. Paul and Hamer’s Joint Investments in Platinum Exploration and Unified Worldwide Transport. From 2004 to 2006,
Paul and Hamer made joint investments in two entities, Platin um Exploration, Inc. (Platinum) and Unified Worldwide Transport, L.L.C. (UWT).9 In July 2004, Paul invested almost $2,000,000 in Platinum , while Hamer invested $100,000 in the enterprise

. Platinum , according to Paul , was a Te xas oil exploration company that offered investments in a grou p of wells and guaranteed a recovery of the investment in twenty

- four months through mo nthly payments. After the twenty

- four months, t he investor would be paid based on the profits of the wells.
Hamer introduced the Platinum investment to Paul

. The month ly payments stopped after seventeen months because, according to Paul, the guaranteed payments were found to be illegal in Texas. A company that took over Platinu m made a few more distributions and then collapsed.
Paul also invested about $4,500,000 , and Hamer invested at least $600,000 , in UWT

. UWT purported to be a communications company involved with voice

- over internet protocol with long

- distance telephone
contracts on the verge of a buyout but was later revealed to be a sham with no equipment or cust omers. UWT made a few small dividend
distributions befo r e it folded. Paul also l oaned over $2,000,000 to UWT in 2005 and 2006

. Hamer prepared the paperwork for the loan , including security agreements in UWT equipment

. UWT defaulted on
both loans.
Paul pursued legal action against UWT in California, eventually
obtain ing a judgment against the company

. UWT , however, had no available assets. For his litigation efforts, Paul collected aggravation but
no money. F
. Paul’s Complaint. Paul filed a complaint with t he Board on February 14, 2013. In the complaint, Paul accused Hamer of gaining his

“ un questioning trust” and then abusing the relationship by representing the 2004 and 2005 private banking loans as being vetted and secured10 when they were not. Paul alleged he suffered losses due t o Hamer’s abuse of the attorney

– client relationship . Paul also accused Hamer of
erratic billing and failing to promptly provide a detailed billing record on request. The Board forwarded the complaint to Hamer and asked for a response. Hamer denied any wrongdoing, arguing Paul was a sophisticated client and understood the nature and risks of all of the
transactions at issue.
G
. Board’s C omplaint. The Bo ard filed a complaint with the

c ommission on September 30 , 2015. The complaint included four counts with fifteen subdivisions alleging multiple violations of the pre

2005 code and post

- 2005 rules. 2 Count I of the complaint concerned the loans between Paul and
other Hamer clients. For the period befo re the adoption of our current disciplinary rules, the B oard alleged violations of v arious provisions of the prior c ode. The B oard alleged Hamer violated DR 5

– 105(B) and
DR 5

– 105(C) . These c ode provision s together forbid beginning and continuing the representat ion of multiple clients if the lawyer’s “ exercise

2 Previousl y, when the Board has alleged violations of numerous rules but the core of the issue is really a violation of a single, significant rule, we have focused our attention on that key rule violation to the exclusion of the secondary rule violations that have t agged along. See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Guthrie , 901 N.W.2d 493, 498 (Iowa 2017) (noting the B oard alleged violations of a number of ethical rules for trust account irregularities but the core of the issue was misappropriation of clien t funds and thus limiting analysis to misappropriation of client funds). Here, the core of the issue involved in Hamer’s representation of both sides in financial transactions is conflict

- of

- interest violations. See Iowa Code Prof’l Responsibility DR 5

– 1 05(B)

– (D); Iowa R. Prof’l Conduct 32:1.7(a)(2), (b). With respect to the transactions between Hamer and Paul, the core of the issue is also conflict

- of

- interest violations involving the attorney’s own interests. See Iowa Code Prof’l Responsibility DR 5

– 1 04(A); Iowa R. Prof’l Conduct 32:1.8(a). Regarding the cash bonus for the sale of Buckle Down, the key issues are collecting a clearly excessive fee and engaging in conduct involving dishonesty, fraud, deceit , or misrepresentation. See Iowa Code Prof’l Responsibility DR 1

– 102(A)(4), DR 2

– 106(A). As in Guthrie , we will consider these alleged violations first, and upon finding violations of these code and rule provisions, we will not consider the other code and rule provisions charged. See 901 N.W.2d at 498

– 99.11 of independent professional judgment on behalf of [ one ] client will be or is likely to be adversely affected by

. . . represent [ ing ] another client

. Iowa Code Prof’l Responsibility DR 5

– 105(B)

– (C).
The B oa rd also alleged a violation of D R 5

– 105(D)

. This code provision allows multiple representation only “ if it is obvious that the lawyer can adequately represent the interest of each client and if each consents to the representation after full disclosure of the possible effect of such representation on the exercise of the lawyer’s professional judgment on behalf of each. ” Id. DR 5

– 105(D). For the period after the adoption of the rules, the Board alleged multiple violations parallel to those brought under the pri or code

. Specifically , the B oard alleged Hamer’s representations of Paul violat ed
rule 32:1.7(a)(2) . Under this rule, a lawyer is generally prohibited from representing a client whe n a concurrent conflict of interest involves “ a significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibility to another client

. ” Iowa R. Prof’l Conduct 32:1.7(a)(2). The Board also alleged a vio lation of rule 32:1.7(b) . Under this rule, a lawyer may represent a client whe n there is a concurrent conflict
of interest “ if

. . . the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affec ted
client ” and, among other things, “ each client gives informed consent , confirmed in writing

. ” Id. r. 32:1.7(b).
Count II concerned the loans t hat Paul made to Hamer or Hamer

owned entities. The Board alleged Hamer violated DR 5

– 104(A) during
the perio d prior to the adoption of our current rules. This provision
state s that “[ a ] lawyer shall not enter into a business transaction with a client if they have differing interests

. . . and if the client expects the12 lawyer to exercise professional judgment [ o n the client’s behalf ] unless
the client has consented after full disclosure

. ” Iowa Code Prof’l Responsibility DR 5

– 104(A).
T he Board also alleged a violation of rule 32:1.8(a) . This provision
states that [ a ] lawyer shall not enter into a business trans action with a client or knowingly acquire

. . . [a] pecuniary interest adverse to the client unless

. . . the transaction and terms

. . . are fa ir and reasonable to the c lient [ ; ]

. . . are fully disclosed and transmitted in writing

. . . [ to ] the client;

. . . the client is advised in writing of the desirability of seeking and is given a reasonable opportunity to seek the advice of independent legal counsel .

. .; and the client gives informed consent , in a writing signed by the client , to the essential t erms of the transaction and the lawyer’s role in the transaction

. Iowa R. Prof’l Conduct 32:1.8(a). Count III concerned the joint investments Hamer and Paul made in Platinum and UWT. In this count, the Board also alleged violations of
DR 5

– 104(A) and ru le 32:1.8(a)

. Finally, in c ount IV , the B oard alleged ethics violations in
connection with the undisclosed bonus Hamer included in his unitemized bill to Paul for legal services

. The Board a lleged , among other things, that Hamer violated DR 1

– 102(A)( 4 ), which prohibits lawyers from

“ engag [ ing ] in conduct involving dishonesty, fraud, deceit, or misrepresentation

. ” Iowa Code Prof’l Responsibility DR 1

– 102(A)(4). The Board also alleged that Hamer violated DR 2

– 106(A), stating lawyers
shall not collect a “ clearly excessive fee. ” Id. DR 2

– 106(A).
H
. Hamer’s Response. Hamer filed a response on April 22, 2016.
Hamer admitted the transactions occurred but denied any conflict of interest, failure to disclose, or lack of consent on Paul’s part. Specifically, Hamer agreed he offered Paul the private financing opportunities at issue. Hamer denied allegations of conflict of interest13

and allegations he did not fully disclose to Paul the multiple representation s and their potential effects. Hamer de nied failing to explain to Paul how independent counsel might address Paul’s inter ests differently and asserted although he most certainly did not have a discussion detailing how each and every possible other “counsel” may have approached Paul’s interests, Respondent did not conflict with Paul’s interest in any way and a complete disclosure of the circumstances was made to Paul upon which Paul could, and did, make an informed decision

— as he always did and this included discus sions of independent counsel.

Ha mer denied telling Paul the loans would be fully secured with adequate collateral. Hamer agreed he never took steps to pe rfect Paul’s security interests but denied that this was ever intended to be his responsibility. H e stressed the decision s whether to make the loan s w ere solely Paul’s and Paul undertook the decision s with complete disclosure. With respect to the joint investments, Hamer denied that his and
Paul’s interests were inconsistent with or diverse from each other.
Hamer further denied that he failed to make necessary disclosures to
Paul o r failed in his duty to Paul. With respect to the bonus and loan related to the sale of Buckle Down, Hamer asserted Paul agreed to pay Hamer the cash bonus that Hamer collected. Hamer denied that Paul repe atedly asked Hamer for a
detailed statement of the legal fees associates with the Buckle Down sale or that Hamer repeatedly promised to provide the detailed statement but did not do so until February 2010. Hamer agreed he never made any
disclosures in wri ting to Paul related to the l o ans to him or entities he
owned bu t denied that this was improper and asserted that all parties accepted the terms of the loan.14

I. Grievance Commission Hearing. From March 14

– 16, 2017,
the c ommission held a hearing i n the ma tter. The Board called one witness, Paul, and admitted over 500 pages of exhibits. Hamer called one witness, himself, and admitted over 1700 pages of exhibits.
Paul was the first witness. Paul d escribed how , after the sale of Buckle Down, he had engaged in p rivate banking with individuals and
businesses that were also Hamer’s clients. The Board asked Paul in
de tail about every loan at issue. The Board often showed Paul the loan instruments, and Paul explained what Hamer communicated about the loans, wh ich was very limited information. Paul asserted that generally he did not know that the other parties in the transactions were other
Hamer clients. Some of the loan instrumen ts included language such as “[t]his Note is to be fully secured and guaranteed. ” Paul explained that in the case of one loan, Hamer told him that the loan would be secur ed and guaranteed by collateral consisting of “spec houses ” because the
borrower was a realtor and that Hamer would take care of the collateral. Paul also explained what he believed to be the collateral or security
interests in other loans. Paul said Hamer never told him that Paul would be responsible for ensuring that Paul’s interest s in the collateral or security interests were perfected. Paul also reported Hamer did not communicate to him anyth ing about the effect of multiple

- client representations, other than what was said in the single multiple

- client representation letter that he received and signed in only one of the
transaction s
. On the s ubject of the market

- value loans to H amer, Paul related
that Hamer requested several loans in 2004 and 2005 for business
entities that Hamer either owned or had an ownership interest in

. Paul reported that Hamer did not disclose any financial information about the15
business entities, that a conflict of interest might affect Hamer’s professional judgment, or that Paul should seek independent counsel.
The Board asked about the investments in Platinum and UWT.
Paul stated Hamer told him about Platinum, and the y along with others , jointly invested in the business. Paul reported Hamer told him that he

— Hamer

— had studied Platinum’s financial information. Hamer, Paul claimed, indicated the business was financially sol i d, had an excellent reputation, and therefore was a low

- risk investment. Paul said Hamer did not disclose that Hamer’s professional judgment would be impaired by Hamer joining Paul in th e investment or that Paul should seek independent counsel. On the subject of UWT, Paul testified he learned about the investment from Hamer, UWT’s CEO, and a UWT selling agent. Paul
described Hamer as a conduit of information about the investment

— Hamer did not generate any of the information, but Hamer would rece ive information from UWT and pass it along to Paul. Paul, Hamer, partners
in Hamer’s law fi rm, and other clients of Hamer jointly invested in UWT.
As with Platinum, Paul claimed Hamer did not disclose that Hamer’s professional judgment would be impaired by Hamer joining Paul in the
investment or that Hamer should seek independent counsel. Paul also said Hamer told him the risks of investing in UWT would be low, based on UWT’s representation that the business was about to be sold. After making several i nvestments in and loans to UWT, Paul, Hamer, and the other investors discovered UWT was a fraud. Paul, Hamer, and many other investors sued UWT to recover their
investments . They rec eived a judgment in their favor but recovered nothing . Paul explained t hat the people behind UWT were criminally prosecuted for the fraud and were currently in federal prison.16 Concerning the bonus, Paul testified that he was very pleased with
the sale of Buckle Down

. Paul said that he wanted to give Hamer a bonus of $150,000. According to Paul , Hamer said a cash bonus was problematic because Hamer would be required to share the bonus with
the other law firm partners . I nstead of a cash bonus, Hamer asked Paul
to offer him a $1,000,000 loan over five years at three percent less than he would pay elsewhere, which would yield $30,000 a year. This would not have to be shared with the partners, Hamer reportedly told Paul. Paul said he agreed to the loan. Paul reported Ham er later told him the legal fees for the Buckle
Down sale would be about $268,000. Paul paid the fee s and received a single sheet , unitemized bill. Paul said when he paid th e fees , he did not understand he was paying Hamer a bonus. Paul described repeat edly requesting over a period of five years an itemized bill which he ultimately receive in February 2010. When Paul received the itemized bill, he
learned he had paid Hamer a double bonus, which Paul insisted was contrary to their agreement

. On cross

- exa mi nation, Hamer’s attorney dug in to Paul’s testimony in detail. Of particular note, Hamer’s attorney asked Paul if the bonus
Paul suggested was in fact $110,000 and not $150,000. The attorney pointed out that in a deposition, Paul said he had proposed a $110,000 bonus. Paul explained he misspoke in the deposition but promptly, in the next paragraph of the deposition , corrected himself and said it was not that amount. He reported $110,000 was in his mind because he was reviewing the documents prior to th e deposition and $110,000 was the
amount on the note attached to the check copy
. Hamer’s lawyer further questioned Paul about the amount of the proposed bonus, reading from the deposition that Paul had then said, “I17 think initially I proposed $250,000, bu t I don’t have any notes on the whole thing.” Paul replied that the value of the amount he was giving Hamer in the loan depended on, from Paul’s perspective, the interest rate he could get for the loan in the market. If Paul could have gotten 7.5%,
he sa id, then he would have been giving Hamer a five point break which would result in a gift of $250,000 over five years. Hamer’s lawyer accused Paul of making up bogus mathematical formulae to try to support Paul changing the number, but Paul denied this.
Ha mer then testified on his own behalf

. With respect to the loans
to his other clients, Hamer testified to his version of events . He emphasized Paul’s sophistication and business acumen and claim ed he did speak with Paul about multi ple

- client representation. He testified he
was sure Paul knew the borrowers were his clients. Hamer insisted he never gave investment advi ce to Paul and Paul researched all the details of the investments and independently made his own decisions. Hamer just presented business opportunities to Paul. Hamer pointed out Paul made “well over a million dollars” from the private loans that Hamer presented to Paul in 2005 and 2006. Throughout, Hamer maintained he had not abused Paul’s trust or committed any ethical improprieties in
these transactions.
A c ommiss ioner questioned Hamer about some of the loan instruments referring to the transaction s as being “secured.” The commissioner asked Hamer whether he ever told Paul of the necessity of perfecting his security i nterest, because otherwise it would be fair for Paul to expect those sort of loose ends to be taken care of by his attorney. Hamer replied,
What I testified to a little bit earlier was a comfort level

— I think I used that term. In these transactions where I was bringing them to him, it was important that he have a18 comfort level with the people, with the situation, and with the transaction, itself. He looked at these transactions very carefully, each one of them. He looked at them, and if he directed that I do something, I did it; if he didn’t, I didn’t. When you are in a situation when you have a conflict of this sort, as [I] understood the rules then and followed the rules, I was bringing it. I didn’t negotiate. He said I negotiated; I couldn’t negoti ate. The commissioner pressed, asking whether at any time he told
Paul that , for Paul’s own protection, Paul need ed to perfect the security interest because if something went wrong there would be a much higher risk of loss. Hamer replied he had discussio n s with Paul about the attorney

– client relationship and conflicts, and he emphasized that Paul

was a sophisticated investor who had done UCC transactions before.
The commissioner asked if Hamer considered Paul to be on his own in perfecting the security int erests without Hamer’s assistance. Hamer replied, Not necessarily. In some cases he wasn’t. I didn’t ex pect that he would or wouldn’t.

. . . I mean, we had 22 transactions, and in those 22 transactions, 21 of them paid back as he expected, as we expec ted. And the one that we didn’t, the security was there .

. . What [Paul] thought he got , he got. Hamer confirmed he did not prepare any security agreements ; advise
Paul to hav e a security agreement prepared; advise Paul to request mortgages on properties; or prepare or advise Paul to have prepared the personal guarantees, when those were mentioned in the loan instrument.
Hamer stated, “K nowing the individuals involved, and given the fact that I was signing off on this as the signatory on this, the security in many respects, in my mind, was myself.”
Hamer also described the circumstances of the market

- value loans that Paul made to entities Hamer owned or had an ownership interest in.19

He stressed these w ere paid back early or on time

. Hamer concluded
t hese were successful tra nsactions for Paul

. Concerning the joint investments , Hamer testified he personally
lost $2,250,000 in UWT and Platinum

. He never recovered any money
from the law suit against UWT. Hamer believed the origin of Paul’s

com plaint was the revelation that UWT was a scam, which hurt both Hamer and Paul. Hamer suggested Paul manufactured these claims out of anger at Hamer over the failed investments. Hamer described the scam perpetrated by UWT as “incredibly sophisticated,” no ting many oth er investors were bilked by UWT and the people responsible for UWT were federally prosecuted for their crimes. On the subject of the bonus, Hamer stressed there was only one bonus, whi ch was a cash bonus of $110,000 and Paul proposed this

amou nt . The $1,000,000 loan at 2.5% was an ordinary loan , and the
interest rate was Paul’s idea and was not suggested by Hamer . When questioned why the interest rate on that loan was so much lower than
the other loans that Paul made to Hamer and Hamer’s clie nts, Hamer said he could not explain why Paul did what he did, but Hamer saw the low rate as a gift. With respect to mitigating factors, Hamer described the numerous community activities in which he participated. This list included coaching, parent

– teach er associations and other school groups, various religious groups and other nonprofits, and the Iowa City Community
Theater and other community organizations. Hamer also indicated he had reduced his practice and was in the process of winding it down
becau se of health problems which began in 2015.
J. Grievance Commission Findings, Conclusions, and
Recommendation
. In the c ommission’s findings of fact, conclusions of20
law, and recomm endation, the c ommission noted it found both Hamer
and Paul lacked credibili ty 3 “in at least portions of their testimony at the hearing. ” A s a result , it held the Board failed to establish by a convincing preponderance of the evidence that Hamer never informed
Paul that the borrowers in the transacti ons were also Hamer’s clients.
The c ommission nevertheless f ound Hamer violated all of the code and rule violations described above, except in c ount III with resp ect to the joint investments. There i t found inconsistencies in Paul’s testimony about his reliance on Hamer for investment advice, communications with UWT, and negotiation s . The c ommission noted Paul had contact with UWT’s CEO and broker, reviewed investment materials, and negotiated
some of the terms on the Platinu m investment. Hamer did not originate the UWT information that Paul considered when deciding whether to
invest in UWT.
For mitigating circumstances, the c ommission recognized Hamer
ha d no record of prior disciplinary acti ons and had cooperated with the
Bo ard’s investigation. Hamer also engaged in community and volunteer activities. Finally, the c ommission noted all of the loans Paul made to Hamer’s clients except one had been repaid. For aggravating circumstances, the c ommission noted that while
each vio lation was not great in and of itself, collectively they warrant ed a severe sanction because they show ed Hamer either did not understand
the nature of his actions or did not believe the actions were violations of
the rules. The c ommission observed v iolati ons of multiple ethical rules

3 A finder of fact is free to credit some testimony of a witness while discounting other testimony from the same witness. Top of Iowa Coop. v. Sime Farms, Inc. , 608 N.W.2d 454, 468 (Iowa 2000); see also In re Askew , 96 A.3d 52, 6 0 (D.C. 2014). Further, finding some testimony not credible does not necessarily mean finding that the witness was being deliberately dishonest

— a witness could be simply mistaken, for example. See Aden v. Holder , 589 F.3d 1040, 1045 (9th Cir. 2009).21 and a pattern of conduct occurring over years warrant ed increased disciplinary sanctions. The c ommission found Hamer was an experienced attorney and this was an aggravating factor to be
considered. Finally, the c ommission fo und Hamer’s misconduct reflected poorly on the legal profession as a whole, requiring a suspension to penali ze the lawyer and deter others. Based on all the facts and circumstances, t he c ommission
recommended a six

- month suspension.
II. Standard of Revie w. We review c ommission report s de novo. Iowa Supreme Ct. Att’y Disciplinary Bd. v. Kieffer

- Garrison , 847 N.W.2d 489, 492 (Iowa 2014); Iowa Supreme Ct. Att’y Disciplinary Bd. v. Howe , 706 N.W.2d 360, 366 (Iowa 2005). We give weight to the factual findings of the commission, especially with respect to witness credibility but are not bound by the
commission’s determination s
. Iowa Supreme Ct

. Att ’ y Disciplinary Bd. v.
Blessum , 861 N.W.2d 575, 582 (Iowa 2015). The B oard has the burden of proving atto rney misconduct by a convincing preponderance of the
evidence. Iowa Supreme Ct. Att’y Disciplinary Bd. v. Bowles , 794 N.W.2d 1, 3 (Iowa 2011)

. “Although we respectfully consider the disc ipline recommended by the [c] ommission, the final decision on the app ropriate sanction is for
this court.” Kieffer

- Garrison , 847 N.W.2d at 492 (quoting Howe , 706 N.W.2d at 366).
III
. Conflicts of Interest Between Current Clients.
A. Positions of the Parties. Hamer argues the Board has failed to prove any violation of attorne y ethics under the code or the r ules. He emphasizes the rules for ethical conduct do not prevent multiple

- client representation when two or more clients have exceedingly similar or22 aligned interests. Here, he argues, all parties had similarly alig ned interests in the private loans and there was no likelihood Hamer would be subject to adverse influences affecting his independent judgment on behalf of each client. He asserts he made appropriate disclosures to all
clients and received informed consen t. The Board argues Hamer violated numerous rules in the
transactions between Paul and other clients. The Board contends Hamer
violated DR 5

– 105(C) and (D) in initiating and arranging loans between
Paul and other clients . Hamer represented both creditor and debtor in
commercial transactions. See Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Wagner , 599 N.W.2d 721, 728

– 29 (Iowa 1999) (noting disclosure of dual representation and detailed nature of conflicts required in large commercial transaction ) . The Board argues although
Hamer allegedly told Paul the borrowers were clients, Hamer never said he explained the pitfalls that might arise in the transaction that would make it desirable for Paul to obtain independent counsel. Although
Hamer testified he strove to make disclosures to his clients to achieve a mutual comfort level for them to proceed with the transaction, the Board
contends t he multiple

- client disclosure letter that Paul signed for one of
the loan s was inadequate. See Iowa Supreme Ct. A tt’y Disciplinary Bd. v.
Clauss , 711 N.W.2d 1, 2

– 4 (Iowa 2006). With respect to the loan occurring after July 2005, t he Board argues Hamer violated r ule 32:1.7(a)(2) , ( b ). Hamer never obtained Paul’s
informed consent in writing as required by the rule

. While Hame r provided a multiple

- client representation letter, Paul never saw this. Further, Hamer did not a dvise Paul that confidential communications
from Paul would be shared with the other client and vice versa

.23

B. Required Disclosures for Informed Co nsent in Conflict

- of

Interest Representations Between Clients.
1. Under the c ode. The Iowa Code of Professional Responsibility for Lawyers DR 5

– 105(B) provides, (B) A lawyer shall decline proffered employment if the exercise of independent professional judgment on behalf of a client will be or is likely to be adversely affected by the acceptance of the proffered employment, except to the extent permitted under DR 5

– 10 5(D). Additionally, DR 5

– 105(C) states , (C) A lawyer shall not continue multiple employment if the exercise of independent professional judgment on behalf of a client will be or is likely to be adversely affected by the representation of another client, e xcept to the extent permitted under DR 5

– 105(D).
Id. DR 5

– 105(C). Finally, the exceptio n to the above provided in DR 5

– 105(D) reads, (D) In th e situations covered by DR 5

– 105(B) and DR 5

– 105(C), a lawyer may represent multiple clients if it is obvious tha t the lawyer can adequately represent the interest of each and if each consents to the representation after full disclosure of the possible effect of such representation on the exercise of the lawyer’s independent professional judgment on behalf of each.
I

d. DR 5

– 105(D).
For full disclosure under DR 5

– 105(D), the Iowa Supreme Cour t has said that it requires the attorney not only to inform the prospective client of the attorney’s relationship with the [other party], but also to explain in detail the pitfalls that may arise in the course of the transaction which would make it desirable that the buyer obtain independent counsel. Wagner , 599 N.W.2d at 728 ( quoting In re Dolan , 384 A. 2 d 1076, 1080 (N.J. 1978)). We spoke further of the level of detail that is r equired to
make full disclosur e:24 [A full disclosure] requires a detailed explanation to the client of all possible areas where the interest of one client may differ from that of the other. The burden is upon the lawyer to raise all possibilities. A simple recitation of the applicable law is inadequate. An explanation of the applicable law to every possible factual situation is essential.
Id. at 729 (alteration in original) (quoting Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct Formal Opinion, No. 79

- 19).
In Wagner , an attorney represented both the buyer and the seller
in a real estate transaction. Id. at 724

– 25. This triggered a duty of full disclosure in order for the attorney to get informed consent. Id. at 728. The attorney, however, only t old the clients about the possibility of a conflict, but did not advise what possible conflicts might arise and why independent counsel was advisable

. Id. at 729. The attorney’s disclosures were, therefore, inadequate. Id. The client was harmed, the

co urt explained, by not having the opportunity for representation by a truly independent counsel who could have better protected the client’s
interest in the transaction. Id. The fact that the attorney did not negotiate the purchase price between the parti es did not eliminate the
conflict of interest. Id. at 726. The att orney thus vio lated DR 5

– 105(B)

– (D). Id. at 729.
In Clauss , an attorney represented both a landlord and a renter in the collection and payment of past

- due rental fees. 711 N.W.2d at 2. The attorney attempted to obtain a waiver of the conflict, sending a letter
to both , which they both signed, simply stating the attorney was asking them to wave the conflict and the other client had no problems under the
circumstances. Id. The Clauss cou rt held these were not valid waivers of
conflict under DR 5

– 105(D). Id. at 3. Importantly, the attorney’s letter lacked a “full disclosure of the possible effect of such representation on25 the exercise of the lawyer’s independent professional judgment on behalf
of each.” Id. at 3 (quoting DR 5

– 105(D)).
2. Under the rules. Rule 32:1.7(a) reads, (a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent co nflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer’s responsibilities to another client, a former client, or a third person or by a personal interest of the lawyer. Iowa R. Prof’l Conduct 32:1.7(a) (1)

– (2)

. Rule 32:1.7(b) states , (b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not inv olve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and (4) each affected client gives informed consent, confirmed in writing.
Id. r. 32:1.7(b) (1)

– (4)

. We recently heard Iowa Supreme Court Attorney Disciplinary Board v. Willey , 889 N.W.2d 647 (Iowa 2017) . In Willey , the attorney Willey had two clients, Wild and Wieniewitz. Id. at 650. Wild was the president of a company called Synergy

. Id. W hen Wille y learned that Wieniewitz was interested in investment opportunities, Willey offered an investment in Synergy and arranged the investment in the form of a loan. Id.26 Wieniewitz denied that Willey told him that Wild and Synergy were Willey’s clients

. Id. All communication about the loan went through Willey. Id. Willey never obtained informed consent from W ieniewitz nor confirmed in writing any potential conflict of interest with Wild and Synergy. Id. at 651. Willey did not recommend Wieniewitz consult with independent counsel. Id. Wieniewitz never received any of the promised payments for the investment, which was supposed to be repaid within forty

- five days with additional payments to follow. Id. at 650

– 51. Willey repeatedly assured Wieniewi tz the re was only a short delay and payments would be made within a week

. Willey made such assurances frequently for over a year and a half. Id. at 652. In determining whether there was a conflict of interest under rule 32:1.7(a)(2), we explained that we use a two

- step approach to determine whether an attorney violated the rule. Id. at 653. We first decide whether the lawyer’s representation of one client was affected by his or
her “ responsibilities to another client, a former client, or a third person. ”
Id. (quoting Iowa R. Prof’l Conduct 32:1.7(a)(2)) ; see also Iowa Supreme Ct. Att’y Disciplinary Bd. v. Stoller , 879 N.W.2d 199, 207 (Iowa 2016) . If the answer to this is yes, we then determine whether the attorney’s

“ representation of one client was materially limited by his [ or her ] representation of another. ” Willey , 889 N.W.2d at 653. We noted comment 8 to rule 32:1.7 states , Even where there is no direct adverseness, a conflict of interest exists if there is a significant risk th at a lawyer’s ability to consider, recommend, or carry out an appropriate course of action for the client will be materially limited as a result of the lawyer’s other responsibilities or interests.
Id. (quoting Iowa R. Prof’l Conduct 32:1.7 cmt. 8). We st ressed [t]he key questions a lawyer must ask are whether it is likely a difference in interests will occur between the clients and, if27 so, whether that difference in interests will interfere with the lawyer’s ability to offer independent, profes sional jud gment to each client.
Id. at 653

– 54.
We held there was a concurrent conflict of interest. Id. at 656. The interests of Wieniewitz, who loaned the money, and Synergy and Wild, the borrowers, “were at odds from the beginning.” Id. Willey’s representat ion of Wieniewitz was mate rially limited because Willey was unable to adequately pursue Wieniewitz’s interest in obtaining the return of his original investment

— Willey only forwarded informa tion from one
client to another and did nothing to protect Wieniew itz. Id. We also held Willey failed to obtain informed consent, confirmed in writing, from Wieniewitz before continuing to represent both parties in the transaction.
Id.
C. Discussion. First, considering the transactions between P aul
and other Hamer clients that occurr ed before July 2005, we hold the Board has shown by a convincing preponderance of the evidence that
Hamer violated Iowa Code of Professi onal Responsibility for Lawyers
DR 5

– 105(B)

– (D). For later conduct, w e also hold the Board has shown Hamer violated Iowa Rule of Professional Conduct 32:1.7(a) and (b) by a convincing preponderance of the evidence.
Under both the code and the r ules, the Board must show there was

a concurrent conflict of interest between Paul and the other Hamer clients i n order to trigger Hamer’s duty of obtaining informed consent
from Paul and the other clients , after full disclosure . The Board has done this by showing that Hamer represented Paul as the lender and the
other clients as the borrowers in the private loans. As we explained
under similar circumstances in Willey , there was a concurrent conflict of interest when Hamer represented both the lender Paul and the borrowers28

because the interests of Paul and the borrowers “were at odds from the beginning.” 889 N.W.2 d at 656. In attempting to argue there was no conflict of interest between Paul and the borrowers, Hamer stressed Paul and the borrowers had similarly aligned interests. This is simply wrong. While it is generally
true that both lenders and borrowers hav e an interest in successfully completing the loan transaction, lenders and borrowers have conflicting interests at the initiation of the transaction in obtaining favorable terms. It hardly needs to be said that a term that is a favorable term for the
borr ower tends to be an unfavorable term for the lender and vice versa

. Hamer also stresses he performed no negotiations on behalf of
either Paul or the lenders , but as we noted in Wagner in the context of a real estate transaction, the fact that an attorney does not perform any negotiations between the parties does not eliminate the conflict. 599 N.W.2d at 726. Borrowers and lenders may also have conflicting interests throughout the tra nsaction , particularly when the borrower encounters difficulties in repaying the loan , as happened here in at least
two of the loans d escribed in the complaint.
The code and the rules have slightly different requirements for informed consent, and so whethe r Hamer obtained informed consent
from Paul must be analyzed separately under the code and the rules.
Under DR 5

– 1 0 5(B)

– (D), unlike under rule 32:1.7(a) and (b), the
client’s informed consent need not be confirmed in writing. Here, we have conflicting t estimony from Hamer and Paul about the nature and type of disclosures that Hamer orally made to Paul about the conflict. While we agree with the commission’s findings of credibility with respect to Hamer and Paul, even assuming that we completely credit H amer’s testimony about the disclosures he made , we would still find that Hamer29 failed to fully disclose to Paul the possible effect of representing both Paul and the borrower on the exercise of Hamer’s independent professional judgment on Paul’s behalf

. S ee Clauss , 711 N.W.2d at 3. We note that in Hamer’s response to the Board’s complaint, Hamer repeatedly asserted that “ h e most certainly did not have a discussion detailing how each and every possible other ‘counsel’ may have approached Paul’s interest.” While the c ode does not require Hamer to
have disclosed how “each and every possible” independent counsel might approach his or her representation of Paul, t he c ode does require Hamer
have disclose d how an unconflicted attorney would be better able to represent Paul’s interests than Hamer with respect to the transactions at
hand. At the very least, Hamer’s disclosure shoul d have included how an unconflicted attorney would be able to represent Paul in the event of the borrower defaulting on the loan

— which, of course, is one of the most obvious events that could happen in a loan and that any competent attorney must envision a s a possibility. In addition, an unconflicted attorney representing the lender in a loan transaction would carefully examine available collateral, advise the client of potential remedies in the event of default, and ensure any security interests supportin g the loan were properly perfected

. We further note the one time that Hame r provided Paul with a multiple

- client representation letter, this letter, while somewhat lengthy, failed to provide the required specific, in

- context assessment of the pitfalls tha t might arise in the course of the loan that would make it desirable that Paul obtain independent counsel. See Wagner , 599 N.W.2d at 728. With respect to the transaction that occurred after July 2005, it is undisputed that Hamer did not obtain informed co nsent from Paul
confirmed in writing as required by rule 32:1.7(b). We note that Hamer30 prepared a multiple

- client representation letter and consent form for this transaction, but this letter was not signed by Paul. We further credit Paul’s testimony that he was not contemporaneously presented with the
letter. Even if Paul had signed this consent form, as we explained above with respect to the prior, similar informed

- consent letter, this lette r wa s insufficient to serve as full disclosure because , at the very least, it lacked a specific discussion of the potential pitfalls involved in the transactions
at hand. For the above reasons, we conclude the Board proved by a convincing preponderance of the evidence that Hamer repeatedly violated
DR 5

– 105(B)

– (D) and rule 32:1.7(a) and (b).

I V. Conflicts of Interest Between Attorney and Client: Loans and Joint Investments.

A. Positions of the Parties. Hamer argues the loans he entered
into with Paul were s tandard commercial transactions because of Paul’s

e xpertise and experience as a private banker. In a comment to Iowa Rule of Professional Conduct 32:1.8, if a client offers standard commercial transactions for products and services, including banking or brokerage services, then “ the lawyer has no advantag e in dealing with the client , and the restrictions in [rule 32:1.8(a) ] are unnecessary and impracticable. ” Iowa R. Prof’l Conduct 32:1.8 cmt 1. Hamer asserts Paul was engaged in private banking and was an expert in it, and thus the
loans fall squarely wi thin the standard commercial transaction exception
to the rule. See generally Iowa Supreme Ct. Att’y Disciplinary Bd. v.
Dolezal , 841 N.W.2d 114, 122

– 23 (Iowa 2013 ) (discussing standard commercial transaction exception to rule 32:1.8(a))

. The Board argue s that Hamer violated numerous c ode provisions and rules in arranging loans between Paul and entities that Hamer31

owned or an ownership interest in. First, the Board argues Hamer
violated DR 5

– 104(A) for the million dollar “bonus” loan between Paul
and Hame r’s c ompany Quad Four , L.L.C. in July 2004.
T he Board also asserts t he July 2004 loan to Quad Four , L.L.C.
violated DR 5

– 101(A). See Clauss , 711 N.W.2d at 3

– 5 (representing judgment creditor and judgment debtor simultaneously). Hamer accepted employment when his own interests impaired or may have impaired his independent professional judgment by borrowing money from Paul and becoming one of Paul’s debtors.
B. Required Disclosures for Informed Consent in Conflict

- of

Interest Representations Between Attorn ey and Client.
1. Under the c ode. Iowa Code of Professional Responsibility for Lawyers DR 5

– 101(A) states, (A) Except with the consent of the client after full disclosure, a lawyer shall not accept employment if the exercise of the lawyer’s professional judgment on behalf of the client will be or reasonably may be affected by the lawyer’s own financial, business, property, or personal interests.
DR 5

– 104(A) states , (A) A lawyer shall not enter into a business transaction with a client if they have diffe ring interests therein and if the client expects the lawyer to exercise professional judgment therein for the protection of the client, unless the client has consented after full disclosure.
Id. DR 5

– 104(A).
In Committee on Professional Ethics & Conduct v. Mershon , 316 N.W.2d 895 (Iowa 1982), an attorney formed a corporation with his client named Miller and a third individual named Schenk, who was not a client.
Id. at 896

– 97. When Miller died, the attorney and Schenk disputed the ownership of the corporation. Id. at 897. The question before the court32

was whether the evidence showed the attorney violated DR 5

– 104(A), prohibiting business transactions with clients when the re is a conflict,
unless the client has consented after full disclosure. Id.
The Mershon court explained,
In order t o establish a violation of DR 5

– 104(A) it is necessary to show that the lawyer and client had differing interests in the transaction, that the client expected the lawyer to exercise his professional judgment for the protection of the client, and that the client consented to the transac tion without full disclosure.
Id. at 898. The court noted that there was no dispute that the attorney and Miller had differing interests in the transaction and that Miller relied on the attorney to exercise his professional judgment to protect him. Id. The fighting issue was whether th e attorney made full disclosure to
Miller. Id. at 898

– 99. The court held that because a fiduciary relationship exists, an attorney has the burden of showing that the transaction “was in all respects fairly and equitably conducted; that he fully and faithf ully discharged all his duties to his client, not only by refraining from any misrepresentation or concealment of any material fact, but by active diligence to see that his client was fully informed of the nature and effect of the transaction proposed and of his own rights and interests in the subject matter involved, and by seeing to it that his client either has independent advice in the matter or else receives from the attorney such advice as the latter would have been expected to give had the transactio n been one betw een his client and a stranger. ”
Id. at 899 (quoting Goldman v. Kane , 329 N.E.2d 770, 773 (Mass. App.
Ct. 1975) ) . Thus, because the record did not show that the attorney
made a full disclosure to Miller before Miller consented to the
t ransac tion, a violation of DR 5

– 104(A) was established. Id. at 900.33

Since Mershon , we have regularly confirmed that “when an attorney engages in business transactions with a client involving conflicting interests, the burden is on the attorney to show that he acted in good faith and made full disclosures.” Iowa Supreme Ct. Att’y Disciplinary Bd. v. Wintroub , 745 N.W.2d 469, 474 (Iowa 2008); see also Iowa Supreme Ct

. Bd. of Prof’l Ethics & Conduct v. Sikma , 533 N.W.2d 532, 53 5

– 3 6 (Iowa 1995); Smith v. Bitter , 3 19 N.W.2d 196, 198 (Iowa 1982) (emphasizing the “harsh and demanding responsibilities of an attorney” in a business relationship with clients). If the record fails to affirmatively show the client was fully advised about the facts and legal
consequences o f a transac tion that are necessary to make an intelligent decision, there is an ethical violation. Wintroub , 745 N.W.2d at 474.
2. Under the r ules. Rule 32:1.8(a) provides, (a) A lawyer shall not enter into a business transaction with a client or knowingly acquire an ownership, possessory, security, or other pecuniary interest adverse to a client unless: (1) the transaction and terms on which the lawyer acquires the interest are fair and reasonable to the client and are fully disclosed and transmitted in writing in a manner that can be reasonably understood by the client; (2) the client is advised in writing of the desirability of seeking and is given a reasonable opportunity to s eek the advice of independent legal counsel on the transaction; and (3) the client gives informed consent , in a writing signed by the client, to the essential terms of the transaction and the lawyer’s role in the transaction, including whether the lawyer i s representing the client in the transaction. Iowa R. Prof’l Conduct 32:1.8(a) (1)

– (3) . Comment 1 to rule 32:1.8 states the rule does not apply to standard commercial transactions between the lawyer and the client for products or services that the client g enerally markets to others, for example, banking or brokerage services, medical services, products manufactured or distributed by the client, and utilities’ services. In such transactions, the lawyer has no advantage34 in dealing with the client, and the r estrictions in paragraph (a) are unnecessary and impracticable.
Id. r. 32:1.8 cmt 1.
C. Discussion. We first address Hamer’s argument that the commission erred in requiring him to affirmatively show he fully
disclosed the conflict of interest to Paul. H amer is incorrect under our longstanding precedent described above. Once the Board shows an attorney engaged in business transactions with a client and they had conflicting interests, the burden shifts to the attorney to show good faith
and full disclosur e . If the attorney cannot affirmatively show this, the attorney has violated the code or the rules. The fact that an attorney’s disclosure requirements are “harsh and demanding,” and that our rules r equire the attorney to demonstrate good
faith and full disclosure at a disciplinary hearing , serve s to remind attorneys to be very careful when engaging in these type of transactions.
See Smith , 319 N.W.2d at 198. While the code and the rules allow a client to waive the conflict of interest, the onerous burd en of ensuring documentary evidence of good faith and full disclosure should make
such business transactions the exception rather than the rule. A client simply cannot waive the conflict as a matter of informal routine. The
disclosure must include a detailed, situation

- specific discussion of the ways that are reasonably foreseeable in which the attorney’s conflict could potentially impact that particular client with that particular conflict, along with all of the other required disclosu res including how
confidential information will be handled.
With respect to the loans between Paul and Hamer, we find Hamer has failed to meet his burden of showing that he obtained Paul ’s
informed consent for the transactions. We wish to stress the loans35

between Paul and Hamer were not standard commercial transactions. While Paul and Hamer may have termed Paul’s loans “private banking,” they bear little resemblance to actual banks and their lending practices. For example, b orrowers did not need t o fill out any forms for Paul or disclose their financial information. Paul did not run a credit check on the borrowers prior to lending them money.
Because the loans between Paul and Hamer were not standard commercial transactions, and because Hamer has n ot shown that Paul was advised of the need to seek independent legal counsel or that he gave informed consent to the terms of the transaction and the lawyer’s role in the transaction, we find Hamer violated DR 5

– 1 01(A),
DR 5

– 104(A) and rule 32:1.8.
With respect to Paul and Hamer’s investments in Platinum and UWT in count III, the commission found the Board had failed to show
Hamer violated the c ode and rule provisions. The commission found Paul was not credible when he testified that he relied upon Hamer for
investment advice in Platinum and UWT. The commission found Paul reviewed investment information material from Platinum and UWT, negotiated with Platinum, and had personal contact with individuals at UWT. In short, the commission found the record di d not establish Paul’s
reliance on Hamer for advice in connection with what turned out to be bad investments. The Board on appeal does not contest the
commission ’ s approach. We find no reason to disturb the commission’s conclusion regarding Platinum and UWT.
V
. Excessive Fee and Dishonest Conduct : The Bonus.
A. Positions of the Parties. Hamer argues the c ommission erred in finding that Hamer collected an excessive fee for his role in the sale of Buckle Down. First, Hamer reasserts Paul’s testimony was totally36 lacking in credibility. Hamer points to Paul’s inconsistency about the amount of the bonus he claimed he originally proposed, whether $250,000, $150,000, or $110,000. Hamer claims the testimony that he declined the cash bonus and proposed a $1,000,000 loan at 2.5% was completely fabricated, motivated by Paul’s desire to hurt Hamer. Finally, Hamer argues the total fee was not excessive because the sale of Buckle Down was highly technical and required Hamer’s advanced legal expertise for work that spanned six years. The Board argues Hamer violated DR 1

– 102(A)(4) and DR 2

– 106(A) in collecting two bonuses for the sale of Buckle Down, one cash bon us of $110,000 that Paul did not know ab out and one discounted

- interest bonus on a $1,000,000 loan to which Paul had agreed. The Board argues it has met its burden to show Hamer’s intent for the ch arge of
misconduct under DR 1

– 102(A)(4) because Hamer with held the itemized bill for Buckle Down from Paul until long after Hamer obtained the loan.
See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Kress , 747 N.W.2d 530,
538 (Iowa 2008) (establishing the B oard’s duty to show intent). The natural and logical conse quences of delaying the bill’s release to Paul was to intentionally mislead Paul and dishonestly obtain a second bonus through the low

- interest

- rate loan.
B
. Discussion. The resolution of disciplinary issues surrounding the bonus issue depends on credib ility determinations. If Paul’s version of events surrounding the bonus issue is believed, Hamer would face at least two potential disciplinary problems. First, it w ould be improper for Hamer to secure a preferential loan from Paul , which would inure sol ely
for Hamer’s personal benefit, in lieu of a cash bonus for Hamer’s work on the Buckle Down transaction , which would be paid to Hamer’s law firm.
We have condemned the diversion of fees owed to a firm into a lawyer’s37 personal account on numerous occasio ns. See State v. Henrichs e n , 825 N.W.2d 525 , 52 7

– 2 8 (Iowa 2013). But the Board did not charge Paul
with a Henrichsen

- type violation. See Iowa Supreme Ct. Att’y Disciplinary
Bd. v. Nelson , 838 N.W.2d 528, 536 n.2 (Iowa 2013) (noting that finding an attorney in violation of a rule not charged by the Board would deprive the attorney of procedural due process).
Inst e ad, the Board charged Hamer with ethical violations in connection with the payment of what Paul characterizes as an

una uthorized, double bonus that was included in the unitemized fee
statement that Hamer presented to Paul for his work in the Buckle Down
transaction. In his brief, Hamer notes that if the facts were as alleged by Paul, it would amount to theft. Iowa Code of Professional Responsibility for Lawyers DR 1

– 102(A)(4) prohibits a lawyer from “[e]ngag [ing] in conduct involving dishonesty, fraud, deceit, or misrepresentation.” To prove a violation of D R 1

– 102(A)(4), the Board must show the attorney
intentiona lly engaged in fraud, dishonesty, or deceit. Kress , 747 N.W.2d at 538. Intent is shown for the purpose of a disciplinary proceeding

“ where the evidence shows that the actor intends the natural and logical consequences of his or her acts” by a convincing preponderance of the
evidence. Id. On the factual question of whether Hamer charged an
unauthorized double bonus in his unitemized fee st atement, we not e several features of the record. On the one hand, Hamer has no explanation as to why Paul would extend the $1,000,000 loan to him at the very low rate of 2.5% annual interest. The interest rate on the loan
was far below the interest rate Paul received on other loans, including a later loan to Hamer. Further, why did it take Hamer five years t o disclose to Paul that an $110, 000 bonus was contained withi n the38

unitemized fee statement? On the other hand, Paul did not m ention the
double

- bonu s problem in his original complaint filed with the Board. If Paul had, in fact, paid an unauthorized second bonus of $110,000, one would expect this to be included in an ethics complaint filed with the
Board.
The c ommission found the facts on the double b onus adversely to
Hamer. We ordinarily give deference to the fact finding of the

c ommission on questions where the credibility of witnesses is involved. Iowa Supreme Ct. Att’y Disciplinary Bd

. v. Moothart , 860 N.W.2d 598, 602 (Iowa 2015). Based on the c old record, i t is difficult to determine whether there was a double bonus or whether there was simply some
kind of misunderst anding between Paul and Hamer. At a minimum, however, we think Hamer acted deceitfully when he presented Paul with
an unitemized b ill with a n undisclosed substantial bonus and refused to provide him with an itemization for five years. We thus think the B oard proved a violation of DR 1

– 102A(4) by a clear and convincing preponderance of the evidence.
VI
. Sanction.
A. Positions of the Parties. Hamer argues that no sanction should be imposed. If we do impose a sanction, however, Hamer asserts that his involvement in the community, including pro bono work and volunteering, is a significant mitigating factor.
The B oard requests that we impose an “ appropriate disciplinary
sanction ” against Hamer. It draws our attention to the following aggravating factors: a pattern of misconduct, multiple offenses, refusing to acknowledge the wrongful nature of the conduct, harm to the client, and Hamer’s substantial experience in the practice of law.39

B. Appropriate Sanction. We now turn to the issue of the appropriate sanction. We individually craft an appropriate sanction for each case in light of its particular circumstances. Dolezal , 841 N.W.2d at 127. In determining the appropriate discipline, we consider the nature of the alleged violations, the need for deterrence, protection of the public, maintenance of the reputation of the bar as a whole, and the respondent’ s fitness to continue in the practice of law, as well as any aggravating and mitigating circumstances. Iowa Supreme Ct. Att’y Disciplinary Bd. v. Marks , 831 N.W.2d 194, 201 (Iowa 2013) (quoting Iowa Supreme Ct. Att’y Disciplinary Bd. v. Cannon , 821 N.W.2d 873, 880 (Iowa 2012)).
In Willey , we imposed a suspension of sixty days for one instance of an attorney representing both sides in a loan without first obtaining informed consent from both parties. 889 N.W.2d at 658 . In Wagner , we imposed a three

- month suspension for one instance of representing both parties in a real estate transaction in which the attorney had a n interest
in , which he failed to disclose to the client. 599 N.W.2d at 729

– 31

. Clauss also involved a single instance of representing both parties in a loan without first obtaining informe d consent, but we imposed a six

month suspension because of aggravating factors , including an extensive history of disciplinary infractions and the fact that Clauss personally beneficiated financially from the transaction. 711 N.W.2d at 4

– 5. Here, however, Hamer repeatedly and over the course of several years
represe nted both parties in many loans

. See, e.g. , Iowa Supreme Ct. Att’y Disciplinary Bd. v. M endez , 855 N.W.2d 156, 175 (Iowa 2014) (imposing suspension of sixty days for one conflict

- of

- interest violation, among other violations) ; Iowa Supreme Ct. Att’y Disciplinary Bd. v. Qualley , 828 N.W.2d 282, 288, 294 (Iowa 2013) (suspending attorney’s licen se for40 sixty days for one conflict

- of

- interest violation, along with other rule violations) ; Iowa Supreme Ct. Att’y Disciplinary Bd. v. Netti , 797 N.W.2d 591, 60 6

– 07 (Iowa 2011) ( suspending attorney for two years for a
conflict

- of

- interest representation violation , along with a diz zying array of
other violations , beca u se attorney’s conduct was “ serious, egregious, and persistent ” and harmed clients ) ; Iowa Supreme Ct. Att’y Disciplinary Bd.
v. Zenor , 707 N.W.2d 176, 18 7 (Iowa 2005) ( suspending attorney for four months for engaging in criminal defense work while working as the county attorney) ; see generally Stoller , 879 N.W.2d at 219 (canvassing the caselaw and concluding a majority of sanctions imposed in conflict

of

- interest cases range from suspensions o f sixty days to a suspension of four months, depending on the egregiousness or number of violations). That brings us to the question of double bonuses. Whatever confusion there may have been originally about the payment of a bonus,
we think Hamer acted wi th deceit when he refused to give Paul an itemized statement disclosing the $110,000 bonus that was includ ed in his billing for the Buckle Down sale. On top of the other nondisclosures,
this is a troublesome violation. See, e.g. , Iowa Supreme Ct. Att’y
D isciplinary Bd. v. Bartley , 860 N.W.2d 331, 338, 340 (Iowa 2015) ( suspending license for six months for , among other things, a series of misrepresentations to law firm and to the court ); Iowa Supreme Ct. Att’y Disciplinary Bd. v. McGinness , 844 N.W.2d 456, 459

– 60, 467 (Iowa 2014) (suspending attorney’s license for six months for deceit persisting over a period of time involving forged proof of service); Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Stein , 586 N.W.2d 523, 526 (Iowa 1998) (neglecting cli ent matters and making numerous misrepresentations to hide neglect warranted 180

- day suspension).41 Turning next to mitigating factors, Hamer does have an impressive
record of community service

. See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Taylor , 887 N.W.2d 369, 382 (Iowa 2016). Additionally, Hamer has never had any prior disciplinary action taken against him. Bartley , 860 N.W.2d at 339. There are, however, a substantial number of aggravating factors. Hamer’s lengthy career as a business attor ney must be a strik e against him, as well as his continued professed lack of understanding that the actions which he admits to doing clearly violated attorney ethics. See id. ; Comm. on Prof’l Ethics & Conduct v. Hall , 463 N.W.2d 30, 36 (Iowa 1990) (findin g that attorney ’ s belief that nothing he did was really wrong in a conflict of interest representation is an aggravating factor). Additionally, Hamer committed numerous violations over a period of years, showing a pattern of misconduct. See Cannon , 821 N .W.2d at 883. In short, Hamer displays an obviously cavalier attitude toward the requirements of our disciplinary rules. Because of the nature of Hamer’s practice and the nature of his clients, the disclosure rules, according to Hamer, are somehow inappli cable, unnecessary , or optional. This is incorrect. The disclosure rules are always mandatory. See Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Lett , 674 N.W.2d 139, 143 (Iowa 2004) (“The disciplinary rules are mandatory provisions of our code
of ethics .

. . .”). Further, and despite Hamer’s insistence to the contrary, Paul experienced at least some harm as a result of Hamer’s conflicts of
interest. See Iowa Supreme Ct. Att’y Disci plinary Bd. v. Lynch , 901 N.W.2d 501, 511 (Iowa 2017) ; Iowa Supreme Court Bd. of Prof’l Ethics & Conduct v. Jay , 606 N.W.2d 1, 4 (Iowa 2000). One of the loans is still outstanding and may in fa ct never be paid back.42

There is no clear

- cut formula for the d etermination of appropriate sanction in disciplinary cases. Based on the totality of circumstances, however, we think that a six

- month suspension is required in this case.
VII
. Conclusion. For the above reasons, we suspend Hamer’s license for a period of
six months from the date of this opinion without the possibility of reinstatement. The suspension applies to all facets of the practice of law, as provided by Iowa Court Rule 34.23(3), and requires Hamer to notify his clients, as provided by Iowa Court Rule 34.24. Upon any application for reinstatement, Hamer must establish that he has not practiced law during the suspension period and that he has complied with the requirements of Iowa Cour t Rule 34.25. The costs of this proceeding are assessed to Hamer pursuant to Iowa Court Rule 36.24(1).
LICENSE SUSP ENDED. All justices concur except Hecht, J., who takes no part.