OFFICE OF THE BAR COUNSEL

BOARD OF BAR OVERSEERS OF THE SUPREME JUDICIAL COURT

99 High Street
Boston, Massachusetts 02110
(617) 728-8750
Fax: (617) 482-2992
www.mass.gov/obcbbo
CONSTANCE V. VECCHIONE
BAR COUNSEL

August 10, 2018

Joseph S. Berman
General Counsel
Board of Bar Overseers
99 High Street
Boston MA 02110
RE: B.B.O. File Nos. C2-16-0209 & C2-17-00248874 (Gaytri D. Kachroo, Esq.)
Dear Mr. Beiman:
Enclosed for filing please find an affidavit of resignation and attached statement
of charges signed by Gaytri D. Kachroo. The respondent is represented by counsel.
The affidavit complies with S.J.C. Rule 4:01, §15. The cumulative effect of the
multiple violations would warrant a term suspension of some length. Accordingly,
bar counsel requests a recommendation from the Board of Bar Overseers that the
Supreme Judicial Court accept the affidavit of resignation as a disciplinary sanction.

Please place this matter on the agenda of the next monthly meeting of the Board
of Bar Overseers.

Thank you for your attention to this matter.

Very truly yours,

Bruce T. Eisenhut
Assistant Bar Counsel
BTE/ag
Enclosure
cc: James S. Bolan, Esq. (by email and first class mail)
 COMMONWEALTH OF MASSACHUSETTS
BOARD OF BAR OVERSEERS
OF THE SUPREME JUDICIAL COURT

AFFIDAVIT OF RESIGNATION SUBMITTED BY

GAYTRI D. KACHROO
PURSUANT TO SUPREME JUDICIAL COURT RULE 4:01, §15

I, Gaytri D. Kachroo, who was duly admitted to practice in the

Commonwealth on October 27, 2000, hereby state that I desire to resign from the
practice of law as a disciplinary sanction, pursuant to S.J.C. Rule 4:01, §15.
I further aver and attest as follows:
1. My resignation is freely and voluntarily rendered, I am not being subjected
to coercion or duress, and I am fully aware of the implications of submitting my
resignation. I understand that, by submitting this affidavit of resignation, I have
waived evidentiary proceedings before a hearing committee, the Board of Bar
Overseers, and the Supreme Judicial Court; my name will be stricken from the roll of
attorneys; my resignation as a disciplinary sanction will be made public and will be
reported to courts and disciplinary authorities in this and other jurisdictions; a
summary of the proceedings, including the identity of the lawyer and the factual and
legal basis for the sanction, will be published by the Board of Bar Overseers, sent to
media outlets, and posted on the Board's website; I will not be eligible to apply for
reinstatement before eight years have passed from the effective date of the judgment
of resignation and I may never be reinstated to the practice of law in the
Commonwealth.
2. I am aware that there is presently pending an investigation into allegations
that I have been guilty of misconduct. The nature of this misconduct is set forth in the
statement of disciplinary charges, attached hereto and incorporated herein as Exhibit
One.
3. I do not wish to contest any bar discipline now or potentially pending, and
I understand that a suspension from the practice of law would likely result if the
matters were litigated.
4. I acknowledge freely and voluntarily that the material facts upon which the
statement of disciplinary charges is predicated can be established by a preponderance
of the evidence adduced at a hearing and that a Hearing Committee, the Board, and
the Court could conclude that I have committed the material acts set forth in the
statement of disciplinary charges. I agree not to contest either the facts set forth in the
statement of disciplinary charges the statement of disciplinary charges, nor the rule
violations charged. My agreement not to contest the facts or the violations extends to
this or any other bar discipline in this Commonwealth or in any other jurisdiction, to
any reinstatement proceeding in this Commonwealth or in any other jurisdiction, and
to any admission proceeding in any jurisdiction.
5. I acknowledge that bar counsel will recommend that the affidavit of
resignation be accepted as a disciplinary sanction and that the effective date of the
resignation be the date of entry of the order. I understand that I may also make
recommendations regarding these matters but that neither the Board of Bar Overseers
nor the Supreme Judicial Court is bound to adopt such recommendations or accept my
resignation.
6. I acknowledge that I am represented by counsel with whom I am satisfied
in connection with the execution of this affidavit.
7. I understand and acknowledge that bar counsel has made no
representations or promises to me whatsoever regarding the effects of executing this
affidavit other than what is stated in this affidavit.
8. I understand and acknowledge that there have been no representations or
promises made to me regarding any present or future criminal or civil proceedings
against me including the effect of this affidavit on my privilege against self-
incrimination. I do not admit to any crime or criminal act.
9. I am not now suffering from any physical disability or condition which
would impair my understanding of the allegations and investigation against me, the
voluntariness of this action, or my full understanding of the consequences of the
execution of this affidavit.
10. I am currently admitted to practice before the following courts and
tribunals: the Commonwealth of Massachusetts, the U.S. District Court, Southern
District of New York and the U.S. Supreme Court and the State of New York.

2
 that I be permitted to resign from the practice of law as a
I hereby request resignation and its attachment
understand that the affidavit of
disciplinary sanction. 1
-f(t-
will not be impounded. 0 day of August,
Signed and sworn to under the penalties of perjury this /

2018.

G yt 1 ‹achroo,

, 2018, before me, the

On this /0 day of D. Kachroo (personally known
peared Gaytri
undersigned notary public, personal'
to me) (proved to me through satisfactory evidence of identification, which were
driver's licenses issued by the commonwealth of Massachusetts), to be the person
whose name is signed on the preceding document, and who swore or affirmed to me
that the contents of the document are truthful and accurate to the best of his
knowledge and belief,

My Commission Expires:

ARPFIA ;. GACJ7AM
Notary"*Public
OMIA6NIATALTH OFMASSACHUSETTS
-My dommissign cxpires •
8, 2ogi
— 7- — — —

3
 EXHIBIT 1
COMMONWEALTH OF MASSACHUSETTS
BOARD OF BAR OVERSEERS
OF THE SUPREME JUDICIAL COURT

BAR COUNSEL,

Petitioner

vs. B.B.O. File Nos. C2-16-0209, et at.

GAYTRI D. KACHROO, ESQ.,

Respondent

STATEMENT OF DISCIPLINARY CHARGES

INTRODUCTION

1. The respondent, Gaytri D. Kachroo, is an attorney duly admitted to the bar of the
Commonwealth on October 27, 2000. The respondent is also admitted to the State Court of New
York (January 1, 2001), the Federal District Court for the Southern District of New York
(January 1, 2010) and the United States Supreme Court (January 8, 2015).
2. The respondent is the founder and only partner of Kachroo Legal Services, P.C., a law
firm with an office in Cambridge, Massachusetts.

CHARGES RELATED TO CYNTHIA CLARK

3. Cynthia Clark (Clark)1 is a resident of London. Clark is a wealthy individual who was
formerly married to a billionaire hedge fund financier. Clark was divorced from her husband in
2002.
4. The respondent performed legal and non-legal (investigative) services on behalf of Clark
including an investigation of her husband's alleged market abuse and other alleged financial
misconduct. The respondent prepared and in November 2014, filed a written report to a British

1Clark is a Pseudonym.

1
governmental agency located in London called the Financial Conduct Authority (FCA), among
other actions taken by her law firm.

A. EXCESSIVE FEE
5. Between October 2012 and February 2015, the respondent performed legal and non-legal
(investigative) services on behalf of Clark, including an investigation of her husband's alleged
market abuse and other alleged financial misconduct as well as filing litigation against her
former trustees, investigating former counsel, acting as a director of her trusts, and various legal
and other services, including the supervision of the hiring process for Clark's new trustees.
Clark's two agents entered into a written fee agreement with the respondent that included a
$700.00 hourly rate for the respondent, associates between $250.00 and $500.00 per hour and
between $90.00 and $150.00 per hour for paralegal services. The agents accepted the agreement
on behalf of Clark.
6. Between October 2012 and February 2015, the respondent billed Clark monthly for her
services. During that time period, Clark paid to the respondent a total of $1,443,420.88,
primarily for the investigative services.
7. The fee agreement with Clark did not guarantee any outcome. Nevertheless, the
respondent's billing and collection of over 1.4 million dollars in fees was clearly excessive in at
least the following particulars:
a) The respondent billed over a three-month period not less than 150 hours of
investigative work of a paralegal (formerly a barrister in the United Kingdom) at the
respondent's hourly rate of $700.00 per hour, a clearly excessive hourly rate for a
paralegal, for a total charge of $105,000;
b) The respondent billed $700.00 per hour to read and respond to up to 4000 text
messages from Clark that were not material to or reasonably intended to advance the
scope of representation, for a total charge of over $299,000.00. After dispute, a
substantial discount was provided to the client; and
c) The respondent's investigation of Clark's husband, as it turned out, produced no
benefit to Clark. The FCA determined that the report contained no actionable
intelligence that could be developed.
8. The respondent's charge or collection of a clearly excessive fee, as described above, was
in violation of Mass. R. Prof. C. 1.5(a), in effect prior to July 2015.

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 B. NEGLIGENT MISUSE OF CLIENT FUNDS

9. Between December 1, 2012 and July 31, 2013, the respondent received periodic retainers
from Clark for her services and periodically billed Clark's agents for services rendered.
10. By July 31, 2013 the respondent had received and deposited a total of $559,164.16 in
retainers to her IOLTA account credited to Clark. By July 31, 2013, the respondent had
withdrawn from her IOLTA account $729,400.73 debited to Clark.
11. In withdrawing from her IOLTA account $170,236.57 more toward Clark's fees than had
been deposited to the IOLTA account as of the date of withdrawal, the respondent applied the
funds of other clients held in the IOLTA account to the payment of Clark's invoices.
12. After July 2013, Clark continued to make fee payments, which the respondent deposited
to the IOLTA account. By March 2015, when the respondent's representation of Clark
terminated, the total of Clark's deposits to the IOLTA account equaled the total of withdrawals
taken by the respondent toward her fees.
13. As described below. The respondent failed to keep compliant records in her IOLTA
account resulting in her inability to keep proper track of her funds.
14. The respondent's conduct of negligently misusing the funds of other clients to
prematurely pay Clark's legal fees, as described above, violated Mass. R. Prof. C. 1.15(b) and
(c), in effect prior to July 2015.

C. CONFLICT OF INTEREST

15. On September 2, 2013, Clark executed an "Investment Agreement" (Agreement)

prepared by the respondent dated August 15, 2013. The agreement provided for investments by
Clark in a pharmaceutical company (the Company).
16. At the time the agreement was signed, the respondent occupied various executive roles at
the Company including Interim Chair or Chair of the Board of Directors and Chief Executive
Officer of the Company. In those roles, she was contractually entitled to compensation for
fundraising and other tasks.
17. On June 18, 2013, the respondent had provided to Clark, and Clark signed, a conflict of
interest letter which disclosed that the respondent could not represent her in any investment, that
she should consult with professional advisors and may wish to seek the advice of independent

3
counsel. The Investment Agreement further disclosed that the respondent had an indirect
ownership interest in the Company.
18. The Investment Agreement provided for three initial $500,000.00 investments to be made
on September 1, 2013, February 1, 2014 and July 1, 2014. Clark made these three investments
and received Company stock in return.
19. Respondent in her executive role had raised another US $1 million from other Company
shareholders and was compensated a total of $170,000.
20. The conflict of interest letter and the Agreement did not explicitly disclose, nor were they
ever amended to explicitly disclose, that the respondent in her executive roles was contractually
entitled to compensation or that a portion of Clark's investment funds might be used for that
purpose and that the respondent's representation of Clark could be materially limited by her
personal interests. Clark accordingly did not give her informed consent to the conflict of interest
after consultation.
21. The respondent's facilitation of a financial investment by Clark in the Company, as
described above, constituted a business transaction with a client, the terms of which were not
fully disclosed in writing.
22. The respondent's failure to specifically and explicitly disclose in writing to Clark that a
portion of her investment funds might be used for the respondent's compensation in the
transaction, as described above, violated Mass. R. Prof. C. 1.7(b) and 1.8(a)(1), in effect prior to
July 2015.

CHARGES RELATED TO STANFORD INTERNATIONAL BANK

23. In 2009, the Securities and Exchange Commission brought receivership proceedings in
the United States District Court, Northern District of Texas, Dallas Division (the Dallas Court)
against Stanford International Bank, Ltd. (Stanford). Stanford was accused in this forum and
others of a massive Ponzi investment scheme. In August 2010, the Dallas Court appointed a
committee to represent all Stanford investors and continued to employ a "receiver", declining to
convert the case to a bankruptcy. Prior to July 2011, the committee had filed dozens of lawsuits
to recoup losses on behalf of Stanford investors and had established a simple claim form
procedure for investors to file with the receiver to document losses.

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 A. IMPROPER CONTINGENT FEE

24. Beginning on or about 2011, the respondent commenced to represent multiple clients (the
Stanford Investors) in various claims and procedures in connection with the Stanford
International Bank, Ltd., investment scheme.
25. Two years after the start of representing the Stanford Investors, an avenue for relief was
to file administrative claim applications with the receiver appointed by the Dallas Court. The
required claim application was a simple two-page form that required the claimant to provide
standard personal infotination, the identity of accounts where the investments were made (name
of institution and account number), the dates and amounts of deposit and other supporting
documentation if available. The receiver then processed the claims, applying simple math to the
financial information provided to determine the amount to be awarded to the claimant.
26. With respect to the administrative claims described above, the respondent executed
written fee agreements with approximately 140 Stanford investors. The fee agreements provided
for a contingent fee of a percentage of any awards by the receiver to the clients.
27. The respondent assisted her Stanford investor clients in submitting the required claim
application to the receiver, she received the resulting funds on their behalf and retained as her fee
a percentage of the funds received in accordance with the fee agreements. The contingent fees
collected in each case were in excess of a reasonable administrative fee for filing the claims.
Some clients did not deem the fee collected as excessive because the respondent performed other
services not referenced in the fee agreement.
28. In charging and collecting contingent fees on first-party claims where there was no
contingency, the respondent charged and collected excessive fees in violation of 1.5(a), in effect
prior to July 2015.

B. FAILURE TO TIMELY REMIT FUNDS

29. The respondent undertook multiple additional actions to assist the Standard investors
(SFA clients) and accepted retainers deposited to her IOLTA account.
30. As described below, the respondent failed to maintain adequate individual client ledgers
with respect to the SFA clients, including failure to credit all retainers paid.
31. In calendar year 2013, with respect to twelve SFA clients, the respondent negligently
debited from her IOLTA account amounts in excess of the amounts then on deposit, after the

5
retainers on deposit had been exhausted, thereby misusing the funds of other clients, in violation
of Mass. R. Prof. C. 1.15(b) and (c), in effect prior to July 2015. No deprivation resulted.

ADDITIONAL COUNTS

A. IMPROPER SETTLEMENT TERM

32. In 2015, the respondent executed a settlement agreement of a fee dispute with a former
client. The client also signed the agreement, which contained an explicit provision that as a
condition of settlement, the former client was prohibited from filing a complaint with bar
counsel. Both parties were represented by counsel.
33. In executing a clause in a settlement agreement requiring a party to refrain from filing a
complaint with bar counsel, the respondent violated Mass. R. Prof. C. 8.4(g) and (h) and S.J.C.
Rule 4:01, sec. 10.

B. FAILURE TO KEEP COMPLIANT TRUST ACCOUNT RECORDS

34. From December 1, 2012 until September 30, 2017, the respondent maintained an IOLTA
account at Bank of America. She failed to keep IOLTA account records in compliance with
Mass. R. Prof. C. 1.15 in the following particulars:
a) The respondent failed to timely or contemporaneously keep compliant individual client
ledgers reporting each receipt of funds, the dates of receipt on the amounts;
b) The respondent failed to keep a ledger of bank fees and charges; and
c) The respondent failed to promptly or contemporaneously record in her check register or
client ledgers, receipts on behalf of clients or disbursements made on behalf of clients, resulting
in inaccurate and unbalanced three-way reconciliations.
35. By failing to keep individual client ledgers for her IOLTA account with a list of every
transaction and a running balance of each, the respondent violated Mass. R. Prof. C.
1.15(f)(1)(C).
36. By failing to maintain a contemporaneous check register in her IOLTA account listing all
transactions in chronological order and a running balance, the respondent violated Mass. R. Prof.
C. 1.15(f)(1)(B).
37. By failing to perform adequate and timely three-way reconciliations at least every sixty
days, the respondent violated Mass. R. Prof. C. 1.15(f)(1)(E).

6
 38. By failing to keep a ledger of bank charges and fees, the respondent violated Mass. R.
Prof. C. 1.15(f)(1)(D).

RESPECTFULLY SUBMITTED

Constance V. Vecchione
Bar Counsel

By
Bruce T. Eisenhut
Assistant Bar Counsel
99 High Street, 2nd fl.
Boston, MA 02110
(617) 728-8750
Dated: August 10 , 2018