Opinion No. 89 (1987)

QUESTION: May an attorney who has been elected as judge of a county court at law ethically continue to be a director of a bank which has one stockholder, which stockholder is a publicly held corporation? If not, can he be an advisory director?

ANSWER: The Committee is of the opinion that he cannot ethically be a director or advisory director. As stated in our Opinion 61, for a judge to continue as a director of a bank would be contrary to the purposes of Canons 5C(1) and 5C(2), as well as Canon 2.

In our Opinion 38, the Committee was of the opinion that to accept the position of advisory director of a bank would permit a judge to do indirectly that which he cannot do directly. This same principle applies when the sole stockholder of the bank is a public corporation. Canon 5C(2) prohibits a judge from being an officer, director or manager of a "publicly owned business." It then defines a "publicly owned business" as "a business having ten or more owners." In the present case there is only one stockholder owner which is a publicly held corporation. Ordinarily, since there is only one owner of the bank, there would not be a violation of
Canon 4C(2) for a judge to be an advisory director of the bank, however, since the sole owner of the bank is a publicly held corporation, there appears to be more than ten actual owners of the corporation and the bank.

A judge should neither lend the prestige of his office to advance the private interest of others (Canon 2B), nor engage in business dealings that tend to exploit his judicial position (Canon 5C(1)), and should manage his financial interests to minimize the number of cases in which he is disqualified. (Canon 5C(3)).