In Power v. Power, one brother sued the other brother for breach of fiduciary duty related to their partnership in real estate investing. No. 05-19-01557-CV, 2022 Tex. App. LEXIS 2926 (Tex. App.—Dallas May 3, 2022, no pet. history). The trial court found for the plaintiff, and the defendant appealed. Continue Reading Partner Had Capacity To Sue Other Partner For Breach Of Fiduciary Duty
In In re Estate of Poe, shortly before his death, Dick, who was the sole director of Poe Management, Inc. (PMI), authorized the corporation to issue new shares that he bought for $3.2 million. No. 20-0178, 2022 Tex. LEXIS 544 (Tex. June 17, 2022). This made Dick the majority owner of PMI, which was the general partner of several Poe-owned businesses. Continue Reading Texas Supreme Court Holds That A Director Of A Corporation Cannot Hold An Informal Fiduciary Duty To A Stockholder
It is not uncommon for an attorney to execute all or part of his or her client’s wishes, which may be in breach of a fiduciary duty owed by the client to a third party. The third party can certainly sue the client for breaching fiduciary duties. But can the third party also sue the attorney for participating in the client’s actions? Continue Reading Suing Attorneys In Texas For Participating in Fiduciary Breaches
In this presentation David F. Johnson covers trust issues that arise in divorce disputes, such as spouses creating an irrevocable trust, fraud claims to void a trust, conflict of interest issues raised by the same attorney drafting both spouse’s estate/trust documents, characterization of trust assets and distributions as separate or community, settlor standing to complain about trust administration issues, trust construction issues, adoption-in and adoption-out issues, spouse/settlor liability for controlling a trust, capacity issues raised by spouses being involved as trustees and director/officer of a closely held business, spouses’ co-trustee management issues, and the new Texas trust code provisions dealing with the effect of dissolution of marriage on certain transfers in trusts.
This presentation covers trust issues that arise in divorce disputes, such as spouses creating an irrevocable trust, fraud claims to void a trust, conflict of interest issues raised by the same attorney drafting both spouse’s estate/trust documents, characterization of trust assets and distributions as separate or community, settlor standing to complain about trust administration issues, trust construction issues, adoption-in and adoption-out issues, spouse/settlor liability for controlling a trust, capacity issues raised by spouses being involved as trustees and director/officer of a closely held business, spouses’ co-trustee management issues, and the new Texas trust code provisions dealing with the effect of dissolution of marriage on certain transfers in trusts.
Date: Tuesday, May 24, 2022
Time: 10:00 – 11:00 a.m. Central Time
Cost: Complimentary
Speaker: David F. Johnson
Continuing Education Credit Information:
This course has been approved by the State Bar of Texas Committee on MCLE in the amount of 1 credit hour. This course has also been approved for 1.25 CTFA credit by the American Bankers Association, attendees can self report.
Who should attend:
In-house counsel and other litigation contacts, trust officers, risk management contacts, and wealth advisors
FORT WORTH, TX – Winstead PC, a leading national law firm, today announced that David Fowler Johnson, Managing Shareholder of the firm’s Fort Worth office and the lead writer for the Texas Fiduciary Litigator blog, was awarded the JDSupra Readers’ Choice Award for Top Author in Wealth Management.
This is the fourth year in a row David has received an award from JDSupra in the Wealth Management field. The annual award recognizes top authors, and firms, who were read by C-suite executives, in-house counsel, media, and other professionals across the JD Supra platform during 2021. Continue reading.
Shareholder David F. Johnson will address the various issues that arise when a trustee enters into a self-interested transaction with the trust. Among other issues, it will address the duty of loyalty, the presumption of unfairness, trustee compensation, non-compensation benefits, exculpatory clauses, consent/release agreements, and procedural issues in litigating self-interested transactions.
On Thursday, February 11, Winstead Shareholder David F. Johnson presents his 2020-2021 Fiduciary Litigation Update at the UT Law CLE 18th Annual Changes and Trends Affecting Special Needs Trusts. David’s presentation will cover recent statutory changes and case law updates.
Date: Thursday, February 11, 2022 at 9:30 a.m.
CLE Credit: 0.75 hr
Location: AT&T Conference Center, Austin, Texas – Webcast Available
This event brings together nationally recognized professionals in the SNT field, features the latest updates and hot topics, and offers a great set of materials including sample forms, drafting tips, sample language, and resources. Learn more.
David F. Johnson co-presented “Minority Investor Rights in Private Companies: Buy-Sell Agreements, Court-Ordered Buyouts, Breach of Fiduciary Duty” for a nationwide audience for Stafford Webinars on January 20, 2021. David was honored to present with Peter A. Mahler and Peter J. Sluka from Farrell Fritz, PC from New York. The presenters discussed the rights of minority investors in private companies (including the right to vote, inspect books and records, preemptive rights, derivative actions, petition for dissolution, and receiverships), the limitations on those rights (expulsion, dilution, transfer limitations, freeze out merger), and factors to consider in drafting a buy-out agreement and securing a buyout of their ownership stake.
A common complaint of a minority shareholder is the denial of access to the corporation’s books and records. A shareholder enjoys the right to examine and copy certain records of the corporation in which the shareholder owns shares. That right exists by statute, see Tex. Bus. Orgs. Code § 21.218(b), and at common law, see Texas Infra—Red Radiant Co. v. Erwin, 397 S.W.2d 491, 493 (Tex. App.—Eastland 1965, writ ref’d n.r.e.). Section 21.218 provides:
On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holder’s demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine and copy, at a reasonable time, the corporation’s books, records of account, minutes, and share transfer records relating to the stated purpose. The examination may be conducted in person or through an agent, accountant, or attorney.