                      RECOMMENDED FOR FULL-TEXT PUBLICATION
                           Pursuant to Sixth Circuit Rule 206
                                    File Name: 09a0001p.06

               UNITED STATES COURT OF APPEALS
                              FOR THE SIXTH CIRCUIT
                                _________________


                                                  X
                                                   -
                                                   -
 In re: LINDA S. COOK
                                                   -
                                                   -
                                                        No. 08-3026

                                                   ,
                                                    >
                                                  N
                      Appeal from the United States District Court
                     for the Northern District of Ohio at Cleveland.
                  No. 03-00002—James G. Carr, Chief District Judge.

                               Argued: October 30, 2008
                          Decided and Filed: January 6, 2009
               Before: CLAY, GILMAN, and ROGERS, Circuit Judges.

                                    _________________

                                        COUNSEL
ARGUED: Robert H. Golden, GOLDEN AND KUNZ, P.C., Lathrup Village, Michigan,
for Appellant. ON BRIEF: Robert H. Golden, GOLDEN AND KUNZ, P.C., Lathrup
Village, Michigan, for Appellant.

       CLAY, J., delivered the opinion of the court in which, GILMAN, J., joined.
ROGERS, J. (p. 19), delivered a separate concurring opinion.

                                    _________________

                                         OPINION
                                    _________________

       CLAY, Circuit Judge. Linda S. Cook appeals from an order of disbarment entered
against her by the United States District Court for the Northern District of Ohio. Cook’s
disbarment by the district court follows on the heels of her Ohio state disbarment. On
appeal, Cook raises two fundamental claims: (1) that the Ohio courts denied her due process


                                              1
No. 08-3026         In re Cook                                                         Page 2


during her state disbarment proceedings; and (2) that these due process violations in her state
disbarment proceedings tainted the district court’s proceedings.

        As to Cook’s first claim, this Court lacks jurisdiction to consider directly whether
Cook’s state disbarment proceedings violated her due process rights. Moreover, even if we
could consider the issue, Cook’s claim fails on the merits. As to the second issue, we find
nothing in the record to support Cook’s claim. Therefore, we affirm the district court’s order
permanently disbarring Cook from the practice of law before the United States District Court
for the Northern District of Ohio.

                                              I.

        The Supreme Court of Ohio disbarred Cook on July 11, 2007. On December 10,
2007, the district court followed suit. The Supreme Court of Ohio and the district court
disbarred Cook based on the same set of facts.

        Prior to her disbarment, Cook was an attorney engaged primarily in estate and
Medicaid planning in Ohio and Michigan. Sometime in 2000, Cook was engaged to prepare
several estate documents for an elderly client, Esther Benfer, including: (1) a revocable
living trust agreement; (2) a last will and testament; (3) a comprehensive durable power of
attorney; (4) a durable special power of attorney; (5) an assignment of tangible personal
property; and (6) a quit-claim deed for a parcel of property owned by Ms. Benfer (the
“Benfer Farm”). The documents prepared by Cook contained the following features: (1) the
revocable living trust agreement named Cook as co-trustee along with Ms. Benfer; (2) the
last will and testament named Cook as the personal representative of the will; (3) the
comprehensive durable power of attorney named Cook as the responsible agent; (4) the
durable special power of attorney named Cook as attorney-in-fact; and (5) the assignment
of tangible personal property assigned Ms. Benfer’s property to the Esther J. Benfer Living
Trust and named Cook as the trustee. Despite these features, Cook did not advise
Ms. Benfer that she should secure independent and disinterested advice from other counsel
before signing any of these documents. Other than the quit-claim deed, all of these
documents were dated June 8, 2001.
No. 08-3026         In re Cook                                                         Page 3


        As to the quit-claim deed, the story is more complicated. Although the quit-claim
deed prepared by Cook was dated May 20, 1998, it was recorded in the Fulton County
Recorder’s Office on July 12, 2001. The deed transferred the Benfer Farm to Cook as
“Trustee.” Shortly after the deed was recorded, Cook altered the deed by crossing out the
word “Trustee” and inserting the word “Married.” The altered deed was recorded on
September 10, 2001. Around this time, Cook also prepared another quit-claim deed
transferring Cook’s personal title to the Benfer Farm to the Metamora United Methodist
Church. Although this third deed was dated December 25, 2000, it was not recorded until
December 13, 2001.

        Cook acknowledges that the May 20, 1998 date on the original deed was inaccurate,
but argues that the backdating was unintentional. According to Cook, she directed someone
on her staff to prepare the deed and other documents. Once the documents were prepared,
Cook claims that she reviewed them for errors and made notations regarding necessary
revisions for her staff to make. Cook then scheduled an appointment to have Ms. Benfer
come into Cook’s office to review and sign the documents.              Before the scheduled
appointment, however, Cook claims that Ms. Benfer telephoned Cook to ask if Ms. Benfer
could come into Cook’s office on an earlier date to sign the deed. Although Cook was not
going to be in the office that day, she informed Ms. Benfer that someone on her staff would
present the necessary documents for signing. Cook “surmise[s]” that, when Ms. Benfer came
into the office, Cook’s staff must have been unable to locate the deed, and, in an attempt to
cover up the mistake, someone on her staff used a deed previously prepared for another
client as a template to create a new deed for Ms. Benfer. According to Cook, her staff must
have overlooked the 1998 date, and also mistakenly listed Cook as a trustee.

        Cook claims that she corrected the allegedly clerical error listing her as a trustee as
soon as she became aware of it, but insists that she did not notice at that time that the date
on the deed also was mistaken. In fact, Cook asserts that she first learned of the dating error
when she received notice of the Toledo Bar Association’s disciplinary complaint against her
in April of 2005.

        The record casts serious doubt on Cook’s story. Most notably, the significance of
backdating the deed to May 20, 1998 raises serious questions regarding the credibility of
No. 08-3026            In re Cook                                                                 Page 4


Cook’s assertion that the error resulted from a simple and unintentional clerical oversight by
her staff. When Ms. Benfer first engaged Cook’s services, Ms. Benfer expressed her desire
to leave her farm as a gift to the United Methodist Church. Cook was concerned, however,
that transferring the property to the Church would jeopardize Ms. Benfer’s eligibility for
Medicaid benefits because the value of the property would be included in Ms. Benfer’s
Medicaid eligibility determination should she need to move to an assisted living facility. See
42 U.S.C. § 1396p(c)(1) (providing that the transfer of non-exempt “assets,” such as an
applicant’s home, for less than fair market value within the required “look-back” period
renders the applicant ineligible for assistance). Medicaid eligibility determinations require
a five-year “look-back” period for assets transferred to a trust, but only a three-year “look-
back” period for assets transferred to an individual.                   Id. at § 1396p(c)(1)(B)(i).
Consequently, because the Benfer Trust was established on June 8, 2001, any assets not
divested to an individual before at least June 8, 1998 potentially would count against Ms.
Benfer’s Medicaid eligibility. In this context, if the backdating was an honest mistake, it
seems a remarkable coincidence that the May 20, 1998 date, when taken together with the
fact that the altered deed transferred the Benfer Farm to Cook as an individual rather than
a trustee, effectively removed the value of the property from Ms. Benfer’s Medicaid
eligibility determination.

         Furthermore, because Cook ultimately transferred her personal title to the Benfer
Farm to the United Methodist Church, Cook became eligible for significant income tax
                                                                                                    1
deductions based on her donation of the property to a qualified charitable organization. See
26 U.S.C. § 170(b)(1)(A)(i). Taking full advantage of that benefit, Cook took a $56,804
deduction on her 2000 income tax return.2 Indeed, all told, Cook took nearly $225,000




         1
           To be eligible for a § 170 gift deduction, the charitable transfer must be made to a qualified
recipient, within the taxable year, and consist of cash or qualified property, not exceeding a specified
percentage of the taxpayer’s income in the year of payment or (where a carryover is permitted) in
subsequent years. 26 U.S.C. §§ 170(a)-(h).
         2
          Cook does not deny that she took these deductions, but does deny that they were improper,
arguing that they were not based on a “sham” transaction. Cook also contends that availing herself of these
deductions was justified because Ms. Benfer would not have been eligible for the deductions based on her
income.
No. 08-3026           In re Cook                                                                 Page 5


in income tax deductions from 2000 to 2004, all based ostensibly on her donation of the
Benfer Farm to the Church.3

         The record also reveals several other inconsistencies with Cook’s account. First,
at least one person on Cook’s staff testified at Cook’s August 2006 state disbarment
hearing that she remembered Cook’s discussing the dating “error” with the staff at a
meeting in 2001. Second, Cook’s 2000 income tax return stated that she received title
to the Benfer Farm in 1997. Third, in an attempt to protect her decision to avail herself
of the available tax deduction, Cook prepared a typewritten note signed by Ms. Benfer
and dated August 30, 2001 that states: “I, Esther Benfer, give Linda S. Cook permission
to write off on her income tax return the gift of real property that I gave her in 1998 and
she gave to the Metamora United Methodist Church on December 25, 2000.” Fourth,
in a sworn letter responding to the initial disciplinary inquiry letter from the Toledo Bar
Association, Cook maintained that the 1998 date on the original deed was correct.
Taken together, these inconsistencies cast grave doubt on the credibility of Cook’s story.

         Cook’s subsequent actions also played a role in her disbarment. Nearly three
years after Cook transferred title to the Benfer Farm to the Church, Attorney Jeffrey L.
Robinson wrote a letter to Cook advising her that he now represented Ms. Benfer. The
letter directed Cook to refrain from communicating with Ms. Benfer, and included a
letter signed by Ms. Benfer revoking Cook’s power of attorney. The letter also inquired
as to the status of Ms. Benfer’s tangible personal property, alleging that Cook
improperly had taken Ms. Benfer’s belongings, and notifying Cook that Ms. Benfer
wanted her personal property returned. The letter was hand delivered to Cook on April
20, 2004.

         Disregarding the letter from Mr. Robinson, Cook drafted that same day a
“Petition for Appointment of Guardian of Incapacitated Individual.” The petition
requested that Cook be appointed Ms. Benfer’s guardian, and stated that Cook was
acting as Ms. Benfer’s “Attorney and Power of Attorney.” In support of her request,

         3
           Under certain circumstances, an individual is permitted to carry over for up to five years the
value of the gift that exceeds the deduction permitted for a single year. 26 U.S.C. § 170(b)(1)(B)(ii).
No. 08-3026           In re Cook                                                                Page 6


Cook stated in the petition that Ms. Benfer “lack[ed] sufficient understanding or capacity
to make or communicate informed decisions due to . . . physical illness or disability.”4

         Apparently unconcerned by the fact that she had just filed a petition stating that
Ms. Benfer lacked sufficient capacity to make informed decisions, the next day, Cook
drafted and had Ms. Benfer sign a durable general power of attorney. Once again, Cook
failed to advise Ms. Benfer that she should secure independent and disinterested advice
from other counsel before singing this document.

          In 2004, after receiving a letter of grievance from Mr. Robinson regarding
Cook’s conduct, the Toledo Bar Association initiated an inquiry into the matter by
sending Cook an inquiry letter asking her to explain her conduct. In response to that
letter, Cook maintained that she had not engaged in any misconduct, and claimed that
she in fact had received title to the Benfer Farm in 1998.

         Unsatisfied with Cook’s explanations, the Toledo Bar Association initiated
disbarment proceedings against Cook by filing a complaint with the Supreme Court of
Ohio’s Board of Commissioners on Grievances and Discipline on April 18, 2005. An
amended complaint was filed on September 13, 2005. The amended complaint included
two counts of alleged violations of the Ohio Bar Association’s Disciplinary Rules, and
detailed the factual basis for those allegations.

         On August 17 and 18, 2006, a panel of the Board of Commissioners on
Grievances and Discipline (“Hearing Panel”) held a hearing regarding the allegations
contained in the complaint. During that proceeding, the Hearing Panel heard testimony
and accepted evidence relevant to the complaint. At all times during the hearing, Cook
was represented by counsel. Counsel for Cook cross-examined witnesses, moved
documents into evidence, and made objections throughout the hearing. The Hearing
Panel also permitted Cook to present witnesses and evidence in her defense, as well as
to testify at length on her own behalf.


         4
         Testimony elicited from Cook’s staff during Cook’s state disbarment hearing casts serious doubt
on Cook’s claim that Ms. Benfer was incapacitated at the time.
No. 08-3026          In re Cook                                                            Page 7


        Upon conclusion of that proceeding, the Hearing Panel made findings and
recommendations that ultimately were adopted by the full Board. The Board then
recommended to the Supreme Court of Ohio that Cook be permanently disbarred from
the practice of law before the courts of the State of Ohio. By order dated July 11, 2007,
the Supreme Court of Ohio adopted the findings and conclusions of the Board, and
ordered that Cook be permanently disbarred.

        On July 24, 2007, the district court issued a letter to Cook to show cause by
August 1, 2007 why disbarment was not warranted. On November 13, 2007, Cook
appeared before the district court’s Committee on Complaints and Policy Compliance.
The record of that proceeding confirms that Cook was represented by counsel, and that
Cook’s counsel offered argument and responded to questions posed by the Committee.
Cook also responded directly to questions from the Committee. After the hearing, and
upon consideration of the record developed in Cook’s state court proceedings, the
district court ordered that Cook be permanently disbarred from the practice of law before
the Northern District of Ohio. In re Cook, No. 03 AT 0002 (N.D. Ohio Dec. 10, 2007).
This appeal followed.

                                                II.

        On appeal, Cook devotes a substantial portion of her argument to challenging the
sufficiency of the due process protections she was afforded in her state disbarment
proceedings, seemingly challenging the validity of the Supreme Court of Ohio’s
disbarment order. However, this Court is precluded by the Rooker-Feldman doctrine
from reviewing any claims that challenge the sufficiency of the proceedings afforded
Cook by the State of Ohio, as opposed to the process afforded Cook in her federal
disbarment proceedings.

        The Rooker-Feldman doctrine5 embodies the notion that appellate review of state
court decisions and the validity of state judicial proceedings is limited to the Supreme


        5
          The Rooker-Feldman doctrine takes it name from Rooker v. Fidelity Trust Co., 263 U.S. 413
(1923), and District of Columbia Court of Appeals v. Feldman, 460 U.S. 462 (1983).
No. 08-3026        In re Cook                                                       Page 8


Court under 28 U.S.C. § 1257, and thus that federal district courts lack jurisdiction to
review such matters. See Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280,
291 (2005) (“[T]his Court’s appellate jurisdiction over state-court judgments . . .
precludes a United States district court from exercising subject-matter jurisdiction.”);
Lawrence v. Welch, 531 F.3d 364, 368 (6th Cir. 2008) (“The Rooker-Feldman doctrine
is based on the negative inference that, if appellate court review of such state judgments
is vested in the Supreme Court, then it follows that such review may not be had in the
lower federal courts.”). The Rooker-Feldman doctrine applies in those circumstances
where a party initiates an action in federal district court “complaining of an injury
caused by the state-court judgment and seeking review and rejection of that judgment.”
Exxon Mobil, 544 U.S. at 291 (emphasis added). The pertinent question in determining
whether a federal district court is precluded under the Rooker-Feldman doctrine from
exercising subject-matter jurisdiction over a claim “is whether the ‘source of the injury’
upon which plaintiff bases his federal claim is the state court judgment.” Lawrence, 531
F.3d at 368 (quoting McCormick v. Braverman, 451 F.3d 382, 394 (6th Cir. 2006)). This
is true regardless of whether the party challenges the validity of the state court judgment
on constitutional grounds. See Lawrence, 531 F.3d at 369.

       In light of the nature of many of Cook’s claims, the Rooker-Feldman doctrine
applies here and precludes review of any claims arising directly out of Cook’s state
disbarment proceedings or the Ohio Supreme Court’s disbarment order. See Saier v.
State Bar of Michigan, 293 F.2d 756, 759 (6th Cir. 1961) (federal courts do not sit in
review of state bar disciplinary proceedings). The proper forum in which to raise such
claims was on direct appeal to the Supreme Court of the United States. See 28 U.S.C.
§ 1257. Cook cannot seek collateral review of her state disbarment proceedings in
federal court.

                                           III.

       Although we are precluded from reviewing directly Ohio’s decision to disbar
Cook, because the district court relied on the record developed by the state courts, this
Court must consider whether alleged defects in those proceedings “so infected [the]
No. 08-3026           In re Cook                                                                 Page 9


federal proceeding that justice requires reversal of the federal determination.”6 In re
Ruffalo, 390 U.S. 544, 552-53 (1968) (White, J., concurring). See Lawrence, 531 F.3d
at 369.

          Attorney disciplinary proceedings are not civil actions and not criminal
prosecutions.       Nevertheless, disbarment involves “adversary proceedings of a
quasi-criminal nature.” Ruffalo, 390 U.S. at 551. An attorney facing disbarment thus
is “entitled to procedural due process, which includes fair notice of the charge.” Id. at
550. In addition, courts must provide “ample opportunity . . . to show cause why an
accused practitioner should not be disbarred.” Theard v. United States, 354 U.S. 278,
282 (1957).

          Because the requirements for admission and continued practice in federal and
states courts are distinct, federal courts are not conclusively bound by state disbarment
orders. Theard, 354 U.S. at 282 (“[D]isbarment by federal courts does not automatically
flow from disbarment by state courts.”); In re Crow, 359 U.S. 1007, 1008 (1959)
(Douglas, J., dissenting) (“State proceedings of disbarment, though presumptively
correct, are not binding.” (citing Selling, 243 U.S. at 46)). This is true even though
admission to practice before a federal court is conditioned upon admission to practice
before a state court. Ruffalo, 390 U.S. at 547 (“Though admission to practice before a
federal court is derivative from membership in a state bar, disbarment by the State does
not result in automatic disbarment by the federal court. Though that state action is
entitled to respect, it is not conclusively binding on the federal courts.”); Theard, 354
U.S. at 281 (“While a lawyer is admitted into a federal court by way of a state court, he
is not automatically sent out of the federal court by the same route.”); Saier, 293 F.2d
at 759 (same).



          6
           In Ruffalo, the Supreme Court reversed a disbarment order entered by the Sixth Circuit on the
ground that the Ohio Board of Commissioners on Grievances and Discipline failed to provide fair notice
of the charges leveled against the attorney. 390 U.S. at 551. The Supreme Court reviewed the state
proceedings only after noting that the Court of Appeals relied exclusively on the record developed by the
Ohio courts rather than conducting its own hearing. Id. at 549. Consequently, as the Court noted, “[i]f
there are any constitutional defects in what the Ohio court did concerning [the charge at issue], those
defects are reflected in what the Court of Appeals decided.” Id. at 550.
No. 08-3026        In re Cook                                                      Page 10


       Nevertheless, a disbarment order handed down by a state court is entitled to due
respect. Theard, 354 U.S. at 282 (state court disbarment determinations are entitled to
“high respect”); In re Selling, 243 U.S. 46, 50 (1917) (disbarment of an attorney by a
state court found to “absolutely destroy the condition of fair private and professional
character, without the possession of which there could be no possible right to continue
to be a member of this Bar”). Federal courts also have noted that there are sound
practical reasons for deferring to state judgments in this context, explaining that “state
bars are much larger than federal bars, and with size has come the development of the
means to investigate charges of misconduct and resolve factual disputes.” In re Cook,
49 F.3d 263, 265 (7th Cir. 1995). Moreover, “the state bar has the superior perspective”
of the attorney’s history of conduct and professionalism. Id.

       In view of the respect and practical deference afforded to state court judgments,
federal courts may initiate a disciplinary inquiry and even disbarment proceedings based
solely on an attorney’s disbarment by a state court. See Fed. R. App. P. 46(b)(1)(A).
See also Theard, 354 U.S. at 282 (noting that the federal disbarment proceedings may
be initiated where the “accusation rests [solely] on disbarment by a state court”). Indeed,
the Supreme Court held in Selling that federal courts should proceed on the presumption
that federal courts “should recognize the condition created by the judgment of the state
court” unless certain factors are present, including:

       1. That the state procedure from want of notice or opportunity to be heard
       was wanting in due process; 2, that there was such an infirmity of proof
       as to facts found to have established the want of fair private and
       professional character as to give rise to a clear conviction on our part that
       we could not consistently with our duty accept as final the conclusion on
       that subject; or 3, that some other grave reason existed which should
       convince us that to allow the natural consequences of the judgment to
       have their effect would conflict with the duty which rests upon us not to
       disbar except upon the conviction that, under the principles of right and
       justice, we were constrained so to do.
243 U.S. at 51. Thus, federal courts may give considerable weight to the findings and
conclusion of the state courts in such disciplinary matters, but it is ultimately the
No. 08-3026         In re Cook                                                    Page 11


responsibility of the federal courts to determine whether a member of the federal bar is
fit to practice in federal court.

        With this framework in mind, we conclude that the record does not support
Cook’s claim that any alleged shortcomings in her state proceedings somehow
undermined the legitimacy or fairness of her federal proceedings. Put another way, none
of the factors identified in Selling that would preclude the district court from relying on
the findings of the state courts is present here.

                                     A. Due Process

        First, Cook fails to show that her state proceedings deprived her of due process.
Cook initially was apprised of this matter in 2005 when she received an inquiry letter
from the Toledo Bar Association. In responding to that letter, Cook was afforded her
first opportunity to explain her version of events and to justify her conduct. Cook
availed herself of that opportunity. Unsatisfied with her response, the Toledo Bar
Association filed a complaint with Ohio’s Board of Commissioners on Grievances and
Discipline. That complaint set forth fully the charges against Cook, identified the
conduct at issue, and specified the Ohio Disciplinary Rules on which the charges rested.
During a two-day hearing, Cook was afforded an opportunity to respond to the
allegations set forth in the complaint, testify at length in her own defense, and present
other witnesses and evidence to support her version of events. Cook also was able to
make objections to the Hearing Panel’s findings and recommendations. At each step,
Cook was fully aware of the charges against her and the basis on which those charges
were made, and she was afforded ample opportunity to respond to those allegations.

        Despite this clear record, Cook alleges three specific defects with her state
proceedings: (1) that the Ohio courts required her to express remorse prior to any
consideration of the merits of the charges, which Cook claims put her in an impossible
position because she maintains that she did nothing wrong; (2) that there was no
testimonial evidence to support the Hearing Panel’s conclusions; and (3) that the
Supreme Court of Ohio’s decision not to hold a hearing on her objections to the Board’s
No. 08-3026        In re Cook                                                    Page 12


recommendations deprived her of due process. We conclude that all of Cook’s
contentions are without merit.

                                     1. Remorse

       Cook asserts that the state disbarment proceedings deprived her of due process
because the Hearing Panel and the Supreme Court of Ohio required that she express
remorse prior to any consideration of the merits of the charges. Cook argues that the
Ohio courts should have bifurcated the disbarment proceedings, and considered the
merits of the misconduct charges and the remorse/mitigation issues separately.

       As an initial matter, there is nothing to suggest that Cook’s lack of remorse—or
the weight given that fact by the Ohio courts—played any role in the district court’s
decision to disbar Cook. That is to say that whatever weight was given to Cook’s lack
of remorse by the Ohio courts did not “so infect” Cook’s federal proceedings as to render
them fundamentally unfair. See Ruffalo, 390 U.S. at 553 (White, J., concurring).

       In any event, contrary to Cook’s assertion, the record plainly shows that Cook’s
lack of remorse was considered by the Ohio courts only in terms of determining the
appropriate punishment. In a section of findings expressly titled “Mitigation,” the
Hearing Panel concludes that Cook “failed or refused to acknowledge any wrongful
conduct on her part.” Similarly, the Supreme Court of Ohio noted Cook’s lack of
remorse only in concluding that “no mitigating evidence warrants our lenience.” In
other words, the Hearing Panel and the Supreme Court of Ohio considered Cook’s lack
of remorse only after consideration of the merits of the charges against her, and only as
a potentially mitigating or aggravating factor.

       Due process is not implicated by the consideration of a defendant’s lack of
remorse as an aggravating factor. It is well established that a defendant’s remorse—or
lack thereof—is an appropriate consideration in meting out punishment. See United
States v. Conatser, 514 F.3d 508, 527 (6th Cir. 2008) (approving district court’s
consideration of defendant’s remorse during sentencing); United States v. Baker, 502
F.3d 465, 468-69 (6th Cir. 2007) (approving consideration of defendant’s stated remorse
No. 08-3026        In re Cook                                                     Page 13


in imposing reduced sentence). Indeed, the Supreme Court has specifically recognized
that remorse is relevant in attorney disciplinary proceedings. McKune v. Lile, 536 U.S.
24, 40 (2002) (noting that whether an attorney has “expressed contrition” is “often given
dispositive weight by this Court itself on routine motions for reinstatement”). Because
the state proceedings took notice of Cook’s lack of remorse only as a potentially
aggravating factor, Cook’s due process claim in this regard has no merit.

                         2. Lack of Supporting Testimony

       Cook also asserts that the Hearing Panel and the Ohio Supreme Court lacked a
proper basis for drawing inferences concerning her allegedly improper motives for
backdating and making subsequent alterations to the deed because she was the only one
to testify as to that issue. Cook asserts that there was no other testimonial evidence to
support the conclusion that the documents in question were intentionally backdated. In
other words, Cook challenges whether it was proper for the Hearing Panel to make
negative inferences regarding Cook’s motives where there was no testimonial evidence
to support such inferences. Cook argues that this raises constitutional due process
concerns because, absent any testimonial evidence on this point, the Ohio courts
improperly shifted the burden to her to prove that she was innocent of the charged
misconduct.

       As an initial matter, this is precisely the type of issue that extends well beyond
the scope of review permitted under Ruffalo, and thus runs afoul of the Rooker-Feldman
doctrine. As a result, we cannot consider the argument as presented. As explained, we
can only consider whether Cook’s federal proceedings were tainted by any alleged
shortcomings in her state proceedings. Recast in that light, we conclude that Cook’s
argument fails for several reasons.

       Initially, there is no support for the notion that the alleged burden-shifting, even
if true, raises due process concerns. Cook wrongly assumes that the Toledo Bar
Association, as the moving party, should bear the burden of proof in disbarment
proceedings. Because disbarment proceedings are only quasi-judicial in nature, courts
have found no problem with an inquiry process that places the burden of proof on the
No. 08-3026           In re Cook                                                             Page 14


responding attorney. See Ruffalo, 390 U.S. at 551. Indeed, it is precisely this
assumption that underlies the Supreme Court’s approval of the “show cause” process
employed by federal courts in these circumstances, not to mention the Supreme Court’s
explicit holdings that federal courts should defer to the state court’s disbarment decision.
Selling, 243 U.S. at 51-52. In other words, because disbarment proceedings are only
quasi-judicial, there is no basis for assuming that the allocation of the ultimate burden
must lie with the state. Cook has identified no case law to the contrary. In fact, as in the
case sub judice, because there is not a moving or complaining party, the entire burden
to show cause why disbarment is not warranted rests on Cook.

        In any event, there is no merit to Cook’s claim. Cook’s assertion that the state
courts lacked “any” basis for making findings of fact that were contrary to her testimony
is contradicted by the record. First, the documentary evidence introduced at the state
hearing, even standing alone, provided substantial evidence of Cook’s misconduct. For
instance, the original deed demonstrates that Cook transferred title of the Benfer Farm
to herself and backdated the original deed. Even without further testimonial evidence,
the documentary evidence alone is sufficient to support an inference that Cook
intentionally backdated the deed. No further testimony is needed to support the
inference that Cook’s alleged clerical error story is unbelievable. Standing alone, the
documents introduced at the state hearing demonstrate that Cook’s conduct constitutes
self-dealing in violation of Rule 1.7(a)(2) of Ohio’s Rules of Professional Conduct.7
Likewise, the fact that Cook filed a petition for guardianship the same day that she
received a demand letter from Ms. Benfer’s new attorney speaks volumes about her
motive. No further testimony is necessary to conclude that Cook acted improperly and
in violation of Rule 8.4(c)8 and Rule 8.4(h).9 Cook’s assertion that courts cannot draw



        7
          Rule 1.7 replaces Disciplinary Rule 5-101(A)(1), the conflict of interest and self-dealing
provision of the Disciplinary Rules identified in the Toledo Bar Association’s complaint.
        8
          Rule 8.4(c) states that it is professional misconduct for an attorney to “engage in conduct
involving dishonesty, fraud, deceit, or misrepresentation.”
        9
          Rule 8.4(h) states that it is professional misconduct for an attorney to “engage in any other
conduct that adversely reflects on the lawyer’s fitness to practice law.”
No. 08-3026          In re Cook                                                  Page 15


inferences contrary to a witness’ testimony based solely on documentary evidence is
unsupportable.

          Moreover, the record also evinces that substantial testimonial evidence in fact
was elicited during the hearing. For instance, the Toledo Bar Association presented
testimony from Douglas Welsh, a certified public accountant, explaining that the transfer
of the Benfer Farm was a “sham transaction” that was done solely to allow Cook to avail
herself of nearly $225,000 in tax deductions. Although Cook presented testimony by
Stuart Sherman, a tax attorney and adjunct professor at Wayne State University Law
School, challenging Welsh’s conclusions, the fact remains that testimony was presented
on this issue.      Furthermore, testimony from members of Cook’s staff directly
contradicted Cook’s testimony on several points, including Cook’s claim that she was
not aware of the dating error until 2004 or 2005.

          In light of the overwhelming documentary evidence of misconduct, and the
numerous instances of supporting testimony, we conclude that there was more than
adequate support for the Hearing Panel to conclude that Cook acted improperly, and thus
no basis for Cook’s assertion that her federal proceedings were somehow tainted by such
errors.

                                       3. Hearing

          Finally, Cook asserts that the Supreme Court of Ohio denied her due process by
failing to hold a hearing regarding her objections to the Hearing Panel’s
recommendations. In Ohio, a panel of the Board of Governors on Attorney Discipline
makes findings of fact and conclusions of law that are then considered by the full Board.
See Ohio Gov. Bar Rule V § 6(G)-(K). If the Board adopts the panel’s findings and
conclusions, it then makes recommendations to the Supreme Court of Ohio. See Ohio
Gov. Bar Rule V § 6(K)-(L). Ohio disciplinary procedures permit an attorney to make
objections to those recommendations. And, Cook contends, the Supreme Court of
Ohio’s rules also “provide for” a hearing on those objections.
No. 08-3026        In re Cook                                                    Page 16


       In this case, Cook made objections to the Board’s recommendations, but the
Supreme Court of Ohio cancelled the scheduled hearing on those objections because
Cook’s attorney was unable to attend the hearing because he was trapped in Detroit by
a severe snowstorm that apparently had closed the airports and highways. Cook asserts
that the failure to hold a hearing on her objections amounts to a denial of due process.

       Cook, however, has provided no support—and we can find none—for the notion
that due process requires such a hearing. Cook also fails to identify any rule of the
Supreme Court of Ohio requiring a hearing under these circumstances. Nor can Cook
show that the Supreme Court’s decision not to hold this particular hearing denied her the
opportunity to be heard. In fact, the record is replete with numerous proceedings and
forums in which Cook was afforded a full opportunity to be heard. Initially, Cook was
permitted to respond in writing to the disciplinary inquiry letter sent by the Toledo Bar
Association. Cook also was permitted to file papers in response to the complaint. Over
two days in August of 2006, the Hearing Panel conducted a full hearing into the charges
against Cook. At that hearing, Cook was represented by counsel, introduced witnesses
in her defense, and testified at length in her own defense. Cook then was permitted to
file objections to the Board’s recommendations. And after the Supreme Court entered
the disbarment order, Cook moved for reconsideration and again raised objections to the
Board’s findings and conclusions. In fact, Cook specifically challenged the Supreme
Court’s decision not to hold a hearing on this matter. Given these numerous procedural
protections, we conclude that Cook’s due process claim on this issue is without merit.

       This is especially true because there is absolutely no evidence that Cook was
denied the opportunity to raise before the district court whatever objections she would
have made at the cancelled state hearing. Once again, this Court is not permitted to
review the adequacy of the state proceedings, but only whether any alleged defects in
Cook’s state proceedings tainted her federal proceedings. Inasmuch as the district court
conducted its own hearing and permitted Cook to make whatever arguments she wished,
Cook cannot complain that she was denied the opportunity to be heard.
No. 08-3026         In re Cook                                                      Page 17


        Ultimately, we conclude that, absent any due process violations, the alleged
errors in Cook’s state disbarment proceedings could not have “so infected” the federal
proceedings that Cook effectively was denied due process.

                                  B. Infirmity of Proof

        In addition to our review of the procedural protections afforded Cook, we also
are satisfied that there is sufficient evidence in the record to support the district court’s
disbarment order. See Kingsland v. Dorsey, 338 U.S. 318, 320 (1949) (upholding district
court disbarment order under either a “substantial evidence” or “substantial probative
evidence” standard); Charlton v. FTC, 543 F.2d 903, 906-08 (D.C. Cir. 1976) (applying
a preponderance-of-the-evidence standard). After examining the record, we are satisfied
that there is more than ample evidence in the record to support the district court’s
disbarment order. As detailed above, the record strongly supports the conclusion that
Cook intentionally backdated the deed to help a client circumvent Medicaid’s eligibility
requirements. The record also shows that Cook subsequently altered the deed to gain
significant tax benefits, and that Cook has attempted to cover up her improper conduct
at every turn. Cook’s explanation for the backdating “error” is wholly unbelievable and
contradicted by numerous other documents in the record. This alone is a sufficient basis
for disbarring an attorney. See ABA Model Rules of Professional Conduct Rule 8.4(d)
(attorney misconduct includes “engag[ing] in conduct involving dishonesty, fraud, deceit
or misrepresentation”).

        Moreover, Cook failed to advise her client to seek independent counsel despite
the fact that Cook had a personal financial stake in the interactions with her client. See
ABA Model Rule 1.8(a)(2) (attorney misconduct includes entering into a business
transaction with a client and failing to advise the client in writing “of the desirability of
seeking and is given a reasonable opportunity to seek the advice of independent legal
counsel on the transaction”). Cook also disregarded instructions from Ms. Benfer’s new
attorney, see ABA Model Rule 4.2, and then apparently manipulated Ms. Benfer into
signing a petition for guardianship, all in an apparent attempt to conceal her past
dealings with Ms. Benfer.
No. 08-3026         In re Cook                                                     Page 18


        The record thus demonstrates a pattern of serious, recurrent misconduct that
supports the district court’s conclusion that Cook is not fit to practice law in the federal
courts. See ABA Model Rule 8.4.

                       C. Lack of Independent Consideration

        Cook also alleges that the district court improperly disbarred her based solely on
her disbarment by the Ohio Supreme Court. Nothing in the record supports Cook’s
claim that the district court felt bound by the State’s disbarment order. The district court
did not rely entirely on the record developed by the state courts, or adopt the findings
and conclusions of the state courts without its own inquiry. Rather, on July 24, 2007,
the district court issued a letter to Cook to show cause why disbarment from the bar for
the Northern District of Ohio would be unwarranted. The district court’s Committee on
Complaints and Policy Compliance then conducted its own inquiry into the matter,
holding a hearing on November 13, 2007. At that hearing, Cook was represented by
counsel who made arguments on Cook’s behalf. Although the district court relied on the
record developed in Cook’s state disbarment proceedings, the record does not indicate
that the district court found itself bound in any way by the Ohio disbarment order. In
doing so, the district court afforded Cook ample opportunity to show cause why
disbarment was unwarranted. On this record, it is evident that the district court satisfied
its duty “not to disbar except upon the conviction that, under the principles of right and
justice, [it is] constrained so to do.” Selling, 243 U.S. at 51.

                                            IV.

        For the foregoing reasons, we hereby AFFIRM the order of the district court
permanently striking Linda S. Cook from its roll of attorneys.
No. 08-3026        In re Cook                                                   Page 19


                                 _________________

                                  CONCURRENCE
                                 _________________

       ROGERS, Circuit Judge, concurring. I concur in the majority opinion. I write
separately only to express my understanding that our review in this case does not extend
to the sufficiency of the evidence in the state disbarment proceeding.
