In re Petition for Disciplinary Action against Jay A. Rosenberg, a Minnesota Attorney, Registration No. 0397875. ...

STATE OF MINNESOTA

IN SUPREME COURT

A24-0670

Original Jurisdiction Per Curiam

In re Petition for Disciplinary Action against
Jay A. Rosenberg, a Minnesota Attorney,
Registration No. 0397875.

Filed: March 12, 2025
Office of Appellate Courts

________________________

Susan M. Humiston, Director, Binh T. Tuong, Deputy Director, Office of Lawyers
Professional Responsibility, Saint Paul, Minnesota, for petitioner.

Jay A. Rosenberg, Libertyville, Illinois, pro se.

________________________

SYLLABUS

Reciprocal discipline of disbarment under Rule 12(d), Rules on Lawyers

Professional Responsibility, is appropriate where an attorney practiced for eight years

without being licensed in the original jurisdiction, failed to exercise proper competence or

diligence in preparing thousands of pre-drafted deeds, and failed to respond to the original

jurisdiction’s request for information during the disciplinary process.

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 OPINION

PER CURIAM.

The Director of the Office of Lawyers Professional Responsibility (Director) filed

a petition for disciplinary action under Rule 12(d) of the Rules on Lawyers Professional

Responsibility (RLPR) requesting that we impose reciprocal discipline of disbarment on

Jay Rosenberg. Rosenberg was excluded from the practice of law in the Commonwealth

of Virginia for yearslong unauthorized practice of law, incompetence, lack of diligence in

preparing over 14,000 deeds, and lack of cooperation with Virginia’s disciplinary

proceedings. Because we conclude that the Virginia disciplinary proceedings were fair and

that disbarment is neither unjust nor substantially different from the discipline warranted

in Minnesota, we disbar Rosenberg.

FACTS

Rosenberg has had law licenses for nearly sixty years in various jurisdictions

without any disciplinary issues. He was admitted to practice in Minnesota in 2016. His

license in Minnesota became inactive in 2022 and his status is currently listed as

“voluntarily restricted” and “retired.” Before this disciplinary action, Rosenberg was

licensed to practice law in 15 jurisdictions: Georgia, Iowa, Kentucky, Minnesota, Missouri,

North Carolina, Ohio, Oregon, Pennsylvania, South Dakota, Tennessee, Texas,

Washington, Wisconsin, and the District of Columbia.

In 2014, Rosenberg opened a law practice in Virginia that specialized in high-

volume, low-cost real estate deeds. He was not licensed, nor did he have authorization to

practice, in Virginia. There was no Virginia-licensed attorney in Rosenberg’s firm from

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2014 to 2021. Instead, the name of a Virginia lawyer who was not affiliated with

Rosenberg’s firm, B. Wesley Barger, Jr., was put on the prepared deeds in exchange for a

$300 monthly retainer fee. Barger rarely reviewed the deeds. Rosenberg estimates his

firm produced 2,000–2,200 deeds per year, meaning he generated more than 14,000 real

estate deeds from 2014 to 2021.

In June 2020, a Virginia-licensed attorney filed a complaint against Rosenberg after

noticing a deed he had prepared contained several errors, was the wrong type of deed, and

had not been reviewed by a Virginia-licensed attorney. The Virginia Bar (Bar) launched a

disciplinary investigation. 1 During this investigation, Bar counsel issued two subpoenas.

Rosenberg failed to comply with either. Instead, Rosenberg produced an untimely written

proffer in response to each, which the Bar accepted. Rosenberg also sat for an interview

with an investigator, but he refused to provide names of his clients or details of his

agreements with other entities. The Bar determined Rosenberg’s failure to provide

necessary information and comply with the investigation violated Virginia Rules of

Professional Conduct (VRPC) 8.1(c) and (d). 2

1
The Virginia State Bar, as an agency of the Virginia Supreme Court, oversees
attorney conduct and discipline in the state. It has the authority to investigate complaints,
issue charges, and conduct hearings as needed. Va. Code Ann. § 54.1-3910.
2
Virginia Rules of Professional Conduct 8.1(c) and (d) state:

An applicant for admission to the bar, or a lawyer already admitted to the
bar, in connection with a bar admission application, any certification required
to be filed as a condition of maintaining or renewing a license to practice law,
or in connection with a disciplinary matter, shall not:

...

3
 The Bar further determined that Rosenberg’s production of real estate deeds in

Virginia without a license constituted the unauthorized practice of law in violation of

VRPC 5.5(c) and (d). 3 As part of the investigation, the Bar reviewed a random sample of

seven of Rosenberg’s deeds. All of them had grammatical errors, while a few contained

substantive mistakes. Rosenberg disclosed that his firm’s deeds were pre-drafted by a

(c) fail to respond to a lawful demand for information from an admissions or
disciplinary authority, except that this Rule does not require disclosure of
information otherwise protected by Rule 1.6; or

(d) obstruct a lawful investigation by an admissions or disciplinary authority.

VRPC 8.1(c), (d). While not worded identically, RLPR 8.1 is similar to VRPC 8.1.
3
Virginia Rules of Professional Conduct 5.5(c) and (d) provide:

(c) A lawyer shall not practice law in a jurisdiction in violation of the
regulation of the legal profession in that jurisdiction, or assist another in
doing so.

(d) Foreign Lawyers:
(1) “Foreign Lawyer” is a person authorized to practice law by the
duly constituted and authorized governmental body of any State or
Territory of the United States or the District of Columbia, or a foreign
nation, but is neither licensed by the Supreme Court of Virginia or
authorized under its rules to practice law generally in the
Commonwealth of Virginia, nor disbarred or suspended from practice
in any jurisdiction.
(2) A Foreign Lawyer shall not, except as authorized by these Rules
or other law:
(i) establish an office or other systematic and continuous
presence in Virginia for the practice of law, which may occur
even if the Foreign Lawyer is not physically present in
Virginia . . ..

VRPC 5.5(c), (d). Rules of Lawyers Professional Responsibility 5.5(a) and (b)(1) provide
similar limitations on the practice of law in Minnesota.

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separate law firm in India. Rosenberg prevented the investigator from examining a second

random sample. The Bar determined that Rosenberg’s failure to properly review and

prepare the deeds violated VRPC 1.1 (competence) and 1.3 (diligence). 4

On July 5, 2022, Rosenberg signed an affidavit agreeing to the facts laid out above

and that his conduct violated VRPC 1.1 (competence), 1.3 (diligence), 5.5 (unauthorized

practice of law), and 8.1 (compliance with disciplinary investigations), and consenting to

a revocation of practice sanction in Virginia. In his affidavit consenting to revocation,

Rosenberg asserted without further explanation that he “had reason to believe that

involvement of a Virginia based/licensed lawyer” was all that was required to practice in

Virginia as a “foreign lawyer” as defined in VRPC 5.5(d). The next day, a circuit court

panel of three judges accepted Rosenberg’s consent to revocation and “excluded [him]

from seeking admission, or exercising any privilege, to practice law in the Commonwealth

4
Rules 1.1 and 1.3 of the VRPC and RLPR are identical. Rule 1.1, VRPC, states:

A lawyer shall provide competent representation to a client. Competent
representation requires the legal knowledge, skill, thoroughness and
preparation reasonably necessary for the representation.

Rule 1.1, VRPC; Rule 1.1, RLPR. Rule 1.3, VRPC, states:

A lawyer shall act with reasonable diligence and promptness in representing
a client.

Rule 1.3, VRPC; Rule 1.3, RLPR.

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of Virginia.” 5 Va. State Bar ex rel. Fifth Dist. Com., Sec. 1 v. Jay Arthur Rosenberg, No.

22-04387, Order at 1 (Va. Cir. Ct. filed July 6, 2022). 6

On April 23, 2024, the Director filed notice of a reciprocal discipline action under

Rule 12(d), RLPR, against Rosenberg seeking disbarment. We requested briefing on

whether reciprocal discipline is warranted. Rosenberg did not respond to the order. He

informed the Director that he no longer wished to practice law and was not going to

participate in Minnesota’s proceedings. Rosenberg did not appear for argument before us.

ANALYSIS

Under Rule 12(d), we may “impose the identical discipline [as another jurisdiction]

unless it appears that discipline procedures in the other jurisdiction were unfair, or the

imposition of the same discipline would be unjust or substantially different from discipline

warranted in Minnesota.” Rule 12(d), RLPR. If we choose not to apply the requested

5
Because Minnesota does not use revocation orders, we look to Virginia’s definitions
to identify the proper identical discipline in this action. In re Stewart, 899 N.W.2d 476,
479, 480 (Minn. 2017). In Virginia, revocation is defined as “any revocation of an
Attorney’s License and, when applied to a lawyer not admitted or authorized to practice
law in Virginia, means the exclusion from the admission to, or the exercise of any privilege
to, practice law in Virginia.” Va. Sup. Ct. R. pt. 6, § IV, ¶ 13-1 (2024). Disbarment has
“the same meaning as Revocation.” Id. We find this decisive; the revocation order is
identical to disbarment.
6
Although not determinative of our resolution of this case, we observe that in 2023,
five jurisdictions reciprocally disbarred Rosenberg: Iowa, Kentucky, Pennsylvania,
Tennessee, and the District of Columbia. Rosenberg has emeritus status in Georgia and
his license status is “resigned” or “inactive” in the remaining states in which he was
licensed.

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discipline—here, disbarment—we may choose a different sanction or remand for other

proceedings. In re Marcellus, 13 N.W.3d 679, 685 (Minn. 2024); Rule 12(d), RLPR.

Because a finding of misconduct from another jurisdiction “conclusively

establish[es] that misconduct for purposes of our reciprocal discipline proceeding[s]” in

Minnesota, we presume Rosenberg engaged in eight years of unauthorized practice of law

in Virginia, resulting in more than 14,000 deeds that were not reviewed by a properly-

licensed attorney and contained several errors; violated his duties of diligence and

competence; and failed to fully participate in the Virginia disciplinary proceedings. In re

Jensen, 12 N.W.3d 731, 737 (Minn. 2024) (citation omitted) (internal quotation marks

omitted).

A.

In reciprocal discipline cases, we first assess whether another jurisdiction’s

disciplinary process was fair. We assess whether the process was “consistent with [the

principles of] fundamental fairness and due process.” In re Wolff, 810 N.W.2d 312, 316

(Minn. 2012). We focus on whether the attorney had notice of the disciplinary proceedings

and an opportunity to participate and respond to the allegations of misconduct—not

whether he chose to do so. In re Overboe, 867 N.W.2d 482, 485–86 (Minn. 2015); Wolff,

810 N.W.2d at 316; In re Koss, 572 N.W.2d 276, 277 (Minn. 1997).

Rosenberg was notified of, participated in, and eventually consented to the

disciplinary proceedings in Virginia. The Virginia disciplinary proceedings satisfied the

standards of fundamental fairness.

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 B.

We next consider whether the reciprocal discipline requested—disbarment—is

unjust or substantially different than Rosenberg would receive in Minnesota. Jensen,

12 N.W.3d at 737. These are separate inquiries. Id.

1.

We have stated that discipline may be unjust if “the lawyer shows that the

circumstances that caused the misconduct have changed . . . and the discipline imposed in

the other jurisdiction is no longer necessary to protect the public.” Id. at 738–39. No

evidence shows Rosenberg’s circumstances have changed such that imposing reciprocal

discipline would be unjust. Nothing in the record suggests that Rosenberg’s unauthorized

practice of law, incompetent legal work, lack of diligence, or unwillingness to cooperate

with the Bar investigation were caused by some external factor that has changed. Further,

while Rosenberg no longer plans to practice law in Minnesota, this is an insufficient basis

to justify a departure for reciprocal discipline. In Minnesota, an attorney cannot resign his

license to avoid being disbarred or otherwise disciplined. In re Peck, 302 N.W.2d 356, 360

(Minn. 1981). The main goal of discipline proceedings is to protect the court, profession,

and public. In re Albrecht, 779 N.W.2d 530, 540 (Minn. 2010). Allowing an attorney to

resign in lieu of discipline does not deter others from misconduct or broadly protect the

public. See In re Mose, 993 N.W.2d 251, 264 (Minn. 2023). The fact that Rosenberg no

longer plans to practice law in Minnesota does not make imposition of reciprocal discipline

unjust.

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 2.

We also consider whether disbarment would be substantially different from the

discipline warranted in Minnesota. Our standard in assessing this consideration is “not

whether we would impose the same discipline if the attorney’s disciplinary proceedings

had originated in Minnesota, but rather whether the discipline imposed by [the other

jurisdiction] is . . . substantially different from [the] discipline warranted in Minnesota.”

In re Hawkins, 834 N.W.2d 663, 668–69 (Minn. 2013) (citation omitted) (internal

quotation marks omitted). In other words, we impose reciprocal discipline unless the

attorney “show[s] not only that [the discipline] is outside the range of discipline we would

impose, but that it is substantially so.” Jensen, 12 N.W.3d at 740.

Our focus is on Rosenberg’s misconduct in Virginia. Rosenberg, a lawyer with

decades of experience who was licensed in 15 jurisdictions, engaged in the practice of law

in Virginia for eight years without obtaining a license. During that time, he provided legal

services to thousands of clients, having deeds prepared by a law firm overseas. A sample

examined during the investigation in Virginia found several errors in the deeds Rosenberg

prepared. For example, the deed that led the Bar to investigate Rosenberg was a general

warranty deed, rather than the appropriate special warranty deed—an error that could

impact the client’s legal rights in the future—and the faulty deed contained several spelling

errors. Rosenberg also impeded the Bar’s investigation. As a result of the misconduct, the

Bar’s investigation found four violations, which Rosenberg admitted in his affidavit: the

unauthorized practice of law over several years involving thousands of clients, lack of

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diligence in representing those clients, lack of competence, and failure to fully cooperate

with the Bar’s investigation.

In his affidavit consenting to revocation in Virginia, submitted after the

investigation closed, Rosenberg (a lawyer who had sought admission to, and been admitted

in, 15 other jurisdictions) attempted to justify his unauthorized practice of law. He claimed

that he “had reason to believe” that he could set up a law office in Virginia without being

licensed if he put a licensed attorney’s name on the deeds he provided (regardless of that

attorney’s involvement). But Rosenberg provided no explanation or legal rationale to

support that belief. He pointed to nothing in the VRPC or other law that allowed him to

practice without obtaining a Virginia law license. See VRPC 5.5(d)(2) (providing that “[a]

Foreign Lawyer shall not, except as authorized by these Rules or other law: (i) establish an

office or other systematic and continuous presence in Virginia for the practice of law,

which may occur even if the Foreign Lawyer is not physically present in Virginia”

(emphasis added)).

We have never addressed this specific constellation of misconduct before. 7 We

have, however, addressed the various types of misconduct in which Rosenberg engaged,

7
We have disciplined lawyers who practiced without authorization in Minnesota
while licensed in another jurisdiction. See Rules 5.5(c), (d), RLPR (providing that a lawyer
not licensed in Minnesota but licensed and in good standing in another jurisdiction may
practice law in Minnesota in certain limited circumstances); Rule 8.5, RLPR (providing
that “[a] lawyer not admitted in this jurisdiction is also subject to the disciplinary authority
of this jurisdiction if the lawyer provides or offers to provide any legal services in this
jurisdiction”). For instance, in In re Kennard, 963 N.W.2d 709, 709 (Minn. 2021), we
imposed a 30-day suspension on a Texas-licensed attorney who represented a client in
Minnesota without obtaining permission to do so. The district court had ordered Kennard
to end his representation, which he refused to do, and Kennard subsequently failed to

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and we can use those decisions as a yardstick against which to assess the range of discipline

we would impose on Rosenberg had this case come before us as an original matter. See In

re McCloud, 955 N.W.2d. 270, 278 (Minn. 2021) (stating that disciplinary decisions are

“tailored to the specific facts of each case,” but we can look to similar cases and their

outcomes).

We have addressed the proper discipline for the unauthorized practice of law on

several occasions. Under circumstances where the unauthorized practice of law was

unintentional or caused by inadvertent oversight, like a lapsed license or missing

documentation, we tend to impose the least severe form of public discipline—a public

reprimand. See, e.g., In re Harmon, 972 N.W.2d 880, 881 (Minn. 2022) (issuing a public

reprimand, instead of the “identical” discipline of a 3-year suspension, in a reciprocal

discipline case for practicing for 20 months after the attorney’s provisional license expired

in South Dakota); In re Graham, 744 N.W.2d 19, 19 (Minn. 2008) (issuing a public

reprimand after attorney practiced for 20 years without submitting CLE affidavits,

constituting unauthorized practice of law); In re Quinn, 605 N.W.2d 396, 396 (Minn. 2000)

(issuing a public reprimand after attorney engaged in 17 years of unauthorized practice

because of CLE and attorney fee compliance issues).

participate in the disciplinary process. Id. The misconduct in Kennard was significantly
less serious than the misconduct for which Rosenberg was disciplined in Virginia.
Kennard involved a single instance of unauthorized representation of a single client during
an isolated period. Rosenberg, in contrast, engaged in eight years of systematic
unauthorized practice representing thousands of clients. There is also no evidence that
Kennard was practicing in an incompetent manner or failed to diligently represent his
client.

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 In contrast, where attorneys willfully practice law knowing that they are not

authorized to practice—typically because they have been suspended for prior

misconduct—we have imposed more serious discipline ranging from 30-day suspensions

to multiple year suspensions. Compare In re Kennedy, 873 N.W.2d 133, 133 (Minn. 2016),

reinstatement granted, 875 N.W.2d 833 (Minn. 2016) (attorney who cooperated with

disciplinary investigation was given a 30-day suspension for practicing while suspended,

holding himself out as authorized to practice, and failing to inform clients and the courts

about his suspension), with In re Neill, 486 N.W.2d 150, 150–51 (Minn. 1992) (attorney

was suspended for a minimum of three years for practicing law while suspended, failing to

disclose conflicts of interest, client neglect, and failing to cooperate with disciplinary

proceedings). We have imposed suspensions even when attorneys were acting in the best

interests of their clients during unauthorized practice periods. See, e.g., In re Mollin,

940 N.W.2d 470, 474 (Minn. 2020), reinstatement granted, 943 N.W.2d 148, 149 (Minn.

2020) (attorney was suspended for 30 days after practicing while incorrectly believing he

had been reinstated and, upon discovering he had engaged in unauthorized practice,

immediately attempting to rectify his misconduct); In re Grigsby, 815 N.W.2d 836, 839,

847 (Minn. 2012) (attorney was suspended for 60 days for practicing while suspended,

including writing an appellate brief for a client, forging the client’s signature, and

presenting the brief to the court as if it were a pro se document).

Finally, in “rare, extreme cases,” we have disbarred attorneys for the unauthorized

practice of law. Grigsby, 815 N.W.2d at 845. These cases have involved repeat offenses

committed for personal gain (including misappropriation) and failure to cooperate with

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disciplinary investigations, alongside other aggravating factors. See id.; see, e.g., In re

Jaeger, 834 N.W.2d 705, 710, 711 (Minn. 2013) (disbarring an attorney who continued to

represent nine clients to the United States Patent and Trademark Office in direct opposition

to his suspension order, failed to provide appropriate suspension notices to clients, and

refused to cooperate with disciplinary investigation); In re Hunter, 473 N.W.2d 866, 868,

869 (Minn. 1991) (disbarring an attorney who practiced while suspended, misappropriated

client funds, forged a signature for personal gain, and did not cooperate with the

disciplinary investigation); In re Ray, 610 N.W.2d 342, 343 (Minn. 2000) (disbarring an

attorney for his second disciplinary action in the same suspension period for the

unauthorized practice of law); In re Jorissen, 391 N.W.2d 822, 824–25, 826 (Minn. 1986)

(disbarring an attorney with an extensive disciplinary record who repeatedly practiced law

while suspended). There is no evidence Rosenberg misappropriated client funds, but his

repeated representation of thousands of clients over several years knowing he did not have

a law license in Virginia is an extreme case of the unauthorized practice of law.

In addition, Rosenberg’s misconduct includes other violations of the VRPC:

incompetent practice of law, lack of diligence, and refusal to cooperate with a disciplinary

investigation. Although isolated instances of incompetent practice of law and lack of

diligence are generally treated less seriously than other forms of misconduct, we consider

other disciplinary rule violations more severely when paired with serious client neglect and

incompetence. In re Udeani, 984 N.W.2d 550, 553 (Minn. 2023) (citation omitted); see

also In re Kaminsky, 999 N.W.2d 866, 880 (Minn. 2024) (imposing an indefinite

suspension with a right to petition for reinstatement after nine months on an attorney who

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filed a false affidavit, failed to supervise his staff, neglected a client, misappropriated funds,

and represented a client with improper diligence and competence); In re McCloud,

998 N.W.2d 760, 771 (Minn. 2023) (imposing a 90-day suspension, two-year probation,

and a petition for reinstatement requirement on an attorney facing his third public

disciplinary action for the unauthorized practice of law, disclosure of confidential

information, and competence and diligence failings). Here, Rosenberg exhibited a lack of

competence and diligence in addition to his unauthorized practice of law, resulting in the

preparation of faulty deeds. The sheer volume of deeds for which Rosenberg was

responsible as part of an organized scheme favors more severe sanctions than

incompetence or improper diligence would on their own. See In re Padden, 10 N.W.3d

291, 300 (Minn. 2024) (stating that “[w]e distinguish between a brief lapse in judgment or

a single, isolated incident and multiple instances of misconduct occurring over a substantial

amount of time, the latter of which warrants greater discipline”).

We have treated failure to cooperate with disciplinary proceedings as sufficiently

serious to warrant monthslong suspensions in some circumstances. See In re Schulte,

869 N.W.2d 674, 678 (Minn. 2015); In re Walker, 461 N.W.2d 219, 223 (Minn. 1990)

(describing different suspension orders we imposed for noncooperation in disciplinary

matters). This is because failure to participate in disciplinary proceedings indicates a

“disregard for the disciplinary process and complete indifference to the profession.” Neill,

486 N.W.2d at 151. We have also stated that where an attorney eventually participates in

disciplinary proceedings the offense is less serious than instances of “flagrant

noncooperation.” In re Wareham, 413 N.W.2d 820, 822 (Minn. 1987). Rosenberg failed

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to fully cooperate in the Virginia investigation. While he did ultimately provide some

responses to the investigator’s inquiries, he did not respond promptly, withheld

information, and (perhaps most problematic) prevented the Bar from examining a second

sample of the deeds that he produced. “In connection with other misconduct,

noncooperation increases the severity of the disciplinary sanction.” In re De Rycke,

707 N.W.2d 370, 375 (Minn. 2006). While, standing alone, Rosenberg’s non-cooperation

would not support disbarment, it makes disbarment a more appropriate sanction in

combination with his other misconduct.

Rosenberg’s misconduct occurred over many years and affected thousands of

clients. His process of having non-Virginia lawyers prepare Virginia deeds with little or

no review posed risks to the clients who requested the deeds and others who may rely on

their accuracy in the future. Rosenberg, who obtained law licenses in 15 other jurisdictions,

willfully chose not to obtain a Virginia law license, and has offered no legal authority or

explanation as to why he did not need a Virginia law license to practice as he did. And he

refused to cooperate with the Bar, impeding an effective investigation. Based on our

review of Rosenberg’s misconduct and our past cases, we cannot say that disbarment is

substantially different from the discipline warranted in Minnesota.

CONCLUSION

We hold that reciprocal discipline of disbarment is appropriate. We order that Jay

A. Rosenberg is disbarred from the practice of law in the State of Minnesota, effective

upon the date of this opinion. Rosenberg must comply with Rule 26, RLPR (requiring

15
notice to clients, opposing counsel, and tribunals), and must pay to the Director the sum of

$900 in costs and disbursements pursuant to Rule 24, RLPR.

Disbarred.

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