We represented a group of outside directors in a shareholder dispute over ownership of a closely held corporation. Disgruntled shareholders sued the outside directors, as well as a group of inside directors, for authorizing a transaction that saved the company but diluted the plaintiffs’ interests, accusing them of breach of fiduciary duty and conspiracy to commit fraud and seeking over $25 million in alleged damages and attorneys’ fees. A district court in Harris County first granted summary judgment for the outside directors based on Ware Jackson’s argument that they were protected by the business judgment rule. The court later granted a separate summary judgment filed by all defendants based on ratification of the challenged transaction. As a result, all claims against the outside directors were dismissed. The trial team included Don Jackson, Paul Smith, and Michelle Blair.

This victory was obtained after remand from the court of appeals following a full defense verdict in a jury trial led by Don Jackson, along with Paul Smith and Eileen O’Neill: Ware Jackson Wins Take-Nothing Verdict for Outside Directors in Family Business Dispute