Unsatisfactory professional conduct within the meaning of section 4.4.4(a) of the Legal Profession Act 2004 (the Act ) in that contrary to rule 11.1 of the Professional Conduct and Practice Rules 2005 (the Rules) Ms Zervas permitted or assisted an associate, namely E & Y Zervas Pty Ltd, which was a company controlled by her, to borrow money from Mr Apap (the client) of Stonnington & Zervas, the firm at which Ms Zervas worked.

Misconduct at common law in that Ms Zervas engaged in conduct that would be reasonably regarded as disgraceful and dishonourable by professional brethren of good repute and competency in that Ms Zervas was not open and frank in her dealings with the regulatory authority and furnished in writing an account that was not accurate in relation to the Ordando complaint and the Commissioner's investigation in that Ms Zervas told the LSC in letters dated 21 October 2015 and 11 February 2016 that Mr Apap the client's $400,000 was lent to Mr Tzouvelis to pay an option fee on the premises when in fact that money was lent to E & Y Zervas Pty Ltd and used by Theo Zervas to pay bills as he was under financial pressure.

1. By her plea of guilty to Charge 1, Ms Zervas admits to the following:

1. on or about 23 February 2010 Mr Michael Donald Apap (Mr Apap), who was a client of Stonnington & Zervas, paid $400,000 in to the trust account of Stonnington & Zervas; 2. the $400,000 was paid out of the trust account of Stonnington & Zervas and into the bank account of E & Y Zervas Pty Ltd;

1. at all relevant times, she was an employee of Stonnington & Zervas;

1. at all relevant times, she controlled E & Y Zervas Pty Ltd as she was the sole director, secretary and sole shareholder of the company at the relevant time, and, as such, was responsible in respect of the governance of the company; 2. she contravened rule 11.1 of the Rules and section 4.4.4 (a) of the Act.
2. The following matters were submitted as relevant in respect of Ms Zervas' conduct the subject of Charge 1.

1. it is not alleged that her contravention of rule 11.1 of the Rules was deliberate or reckless; the meaning of those terms in the context of disciplinary proceedings are discussed in Victorian Legal Services Commissioner v Gullquist (Legal Practice) [2017] VCAT 6, [108] and [109]; 2. it was not alleged that Ms Zervas had any active involvement in E & Y Zervas Pty Ltd borrowing money from Mr Apap, a client of Stonnington & Zervas or that she was aware of the loan at the time;

1. E & Y Zervas Pty Ltd was the trustee of Ms Zervas' parent's family trust, and members of her family were authorised to transact with the account of the company;

1. the fact that E & Y Zervas Pty Ltd was able to borrow money from Mr Apap was caused, at least in part, by Ms Zervas not fulfilling her governance responsibilities to the company; 2. her failure to fulfil her governance role occurred at a time when she had three young children, her marriage was failing, and she was trying to keep up with work demands.
2. The VLSC accepts that given the above matters, it is appropriate that Charge 1 results only in a finding of unsatisfactory professional conduct rather than professional conduct. I agree.
3. By her plea of guilty to Charge 2, Ms Zervas admits to the following:

1. The VLSC by letters dated 5 June 2015 and 15 July 2915, which are annexed to the application for orders, requested pursuant to section 4.4.11(1)(a) of the Act that Ms Zervas provide her written explanation of her conduct in respect of the matters in the letters. 2. Ms Zervas replied to the VLSC request by letters dated 5 June 2015 and 15 July 2015 and by email dated 21 October 2015, which was annexed to the application for orders.

1. Ms Zervas, by letter dated 13 November 2015, which is annexed to the application for orders, requested pursuant to section 4.4.11(1)(a) of the Act that Ms Zervas provide her written explanation of her conduct in respect of the matters in the letter.

1. Ms Zervas replied to the VLSC request by letter dated 13 November 2-15 by email dated 11 February 2016, which is annexed to the application for orders. 2. Ms Zervas was not open and frank in her emails dated 21 October 2015 and 11 February 2016 as she furnished in writing an account that was not accurate in that she told the VLSC that Mr Apap's $400,000 was lent to Mr Tzouvelis to pay an option fee on certain premises when in fact that money was lent to E & Y Zervas Pty Ltd and used by Theo Zervas to pay bills as he was under financial pressure; 3. Her conduct would be reasonably regarded as disgraceful and dishonourable by professional brethren of good repute and competency and therefore constitutes professional misconduct.
2. As submitted on her behalf the following matters are relevant in respect of Ms Zervas' conduct the subject of Charge 2.

1. Ms Zervas' account to the VLSC of how and why $400,000 was lent to E & Y Zervas Pty Ltd was based on her adopting the then account of Theo Zervas, her brother (although that fact was not disclosed to the VLSC); 2. in fact, Ms Zervas did not know how and why $400,000 was lent to E & Y Zervas Pty Ltd and her response to the VLSC should have been to that effect;

1. the obligation on Ms Zervas was personal and could not be fulfilled by adopting the account of her brother and representing it as her own;

1. Ms Zervas' giving of a false account to the applicant is a serious matter and represents a breach of the duty of frankness and honesty that she owed as a legal practitioner to the VLSC, her legal regulator; Stirling v Legal Services Commissioner [2013] VSCA 374, [148], and the reference and quotation in that paragraph from NSW Bar Association v Thomas (1989) NSWLR 193, 206; and Victorian Legal Services Commissioner v Waters (Legal Practice) [2016] VCAT 1835, [14] and [15].

1. Tadgell JA (with whom Chernov and Phillips JA agreed) in Patrick Anthony Hannebery v Legal Ombudsman [1998] VSCA 142 (17 December 1998) noted (at [22]);

The nature and purpose of disciplinary proceedings before the Tribunal being as they are it follows that, in deciding on the appropriate penalty to award following a finding of misconduct, the Tribunal is not only entitled but obliged to take into account any failure by the practitioner "to understand the error of his ways" New South Wales Bar Association v Evatt [1968] HCA 20; (1968) 117 CLR 177, at 184.

1. Ms Zervas by her pleas of guilty to a charge of unsatisfactory professional conduct and a charge of professional misconduct shows remorse and an appreciation of her wrongdoing.
2. Ms Zervas' plea of guilty has saved time and costs in the hearing of this application.

1. Ms Zervas was admitted to practice on 22 February 2004 and has held an employee practising certificate since then to date.

Previous disciplinary orders against Ms Zervas

1. Ms Zervas has not been the subject of any previous disciplinary orders. Other than the conduct the subject of the application for orders, there is no suggestion that she is other than a competent and diligent legal practitioner.

1. Specific deterrence is a factor but not a major one.
2. General deterrence is a strong factor especially in respect of the conduct the subject of charge 2 because it must be demonstrated that a legal practitioner's duty of frankness and honesty owed to a legal regulator is serious and that a breach of it will have serious ramifications for a practitioner: see Victorian Legal Services Commissioner v Waters (Legal Practice) [2016] VCAT 1835, [18_]._

1. In all the circumstances, the parties submitted that the appropriate orders are:

1. Ms Zervas is guilty of one count of unsatisfactory professional conduct, in the form of the modified Charge 1 referred to in the submissions; 2. Ms Zervas is guilty of one count of professional misconduct, which is as set out in Charge 2 of the application;

1. Ms Zervas is fined a total of $10,000. Insofar as there is a need to state how much of the global fine refers to each charge[1] the parties submit that $1500 should be in respect of the conduct the subject of the amended charge 1 and $8,500 in respect of the conduct the subject of charge 2; 2. Ms Zervas is to pay the VLSC costs of the application to be taxed in default of agreement but not to exceed $10,000; 3. Ms Zervas' payment of the fine referred to in sub-paragraph (d) be paid no later than 6 months after the making of the order.

1. Having considered the submissions made by the parties and taking into account the relevant factors in relation to the two charges, I agreed with the parties' submissions that the proposed orders were appropriate and made orders accordingly.
2. Following submissions, Mr Over on behalf of Ms Zervas sought a pseudonym order as distinct from a suppression order to anonymise Ms Zervas' name on the basis that there was a risk of Ms Zervas suffering psychological harm because of publication of her name. The application had not been filed with the Tribunal nor with the VLSC prior to the hearing. Mr Over handed up additional supporting material at the hearing including reference to sections for anonymity orders under the Victorian Civil and Administrative Tribunal Act 1998 citing sections 80(1) 98(1) and s 146(4) (b). The application was opposed by the VLSC.
3. I considered but refused the application for the reasons given at the hearing. In brief I was not satisfied that sufficient grounds.

[1] Stirling v Legal Services Commissioner [2013] VSCA 374, [75].