Civil & Commercial

Fiduciary Duty & Shareholder Disputes

When a partnership fractures, the case is an accounting problem wearing a legal costume.

You built something with someone. The distributions stopped, or the books stopped coming, or a new entity appeared with your customers in it. Now you need to prove what happened with documents a court will accept.

We litigate breach of fiduciary duty, self-dealing, usurpation of business opportunity, oppression, derivative claims, accountings, and owner buyouts — for the owner who was squeezed out and for the manager or majority owner accused of squeezing. Our cases have arisen in oil and gas, energy, healthcare, hospitality, and construction.

Why a CPA reads the general ledger first


Most fiduciary cases are decided by three or four transactions buried in years of entries. Shawn A. Johnson is a licensed CPA who spent three years in public accounting at Deloitte & Touche before law school. He traces distributions, related-party transfers, and expense reclassifications directly from the source records rather than waiting for an expert report to tell him where to look.

That does three things. It targets discovery at the accounts that matter instead of at everything. It exposes the assumptions inside the other side’s damages model in time to do something about them. And it lets us put a clean, short damages story in front of a jury, which is usually the difference between a number they believe and a number they round down.

What these cases look like


The fact pattern What it usually becomes
Distributions stop; the majority owner starts drawing a salary instead Breach of fiduciary duty, accounting, derivative claim, and often a buyout
A manager forms a second entity and moves the customers Usurpation of business opportunity, unfair competition, and trade-secret claims
Books and records are cut off after a dispute Statutory books-and-records demand; motion to compel an accounting
Company assets are pledged for a personal obligation Self-dealing, fraudulent transfer, and injunctive relief
A 50/50 partnership deadlocks Receivership, wind-up, or a negotiated buyout on valuation evidence

Every dispute is different, and which claims are actually available depends on the entity, the governing agreement, and the facts. The table describes patterns we see, not legal advice.

Representative results


$157 million jury verdict; judgment for more than $55 million to the client

Breach of fiduciary duty and unfair competition trial arising from the theft of a jointly owned company, producing a direct award of derivative damages to the client of more than $55 million.

Laura Elizabeth Yosowitz v. Martin Lee Kay et al., No. 2018-37750, 334th District Court, Harris County, Texas (Feb. 21, 2023).

$7 million arbitration award; take-nothing on all counterclaims

Direct award to the clients on breach of fiduciary duty claims against company managers and officers after a nine-day arbitration.

Salim v. Cochinwala, AAA Case No. 01-19-0003-9665 (Nov. 22, 2021).

Fiduciary-duty and trade-secret claims resolved on favorable terms, dismissed with prejudice

Claims against a former office manager and her start-up company in a suit seeking injunctive relief.

Maintenance of Way Equipment Services, LLC v. Garcia, No. 24-DCV-321736, 434th District Court, Fort Bend County, Texas (Nov. 26, 2024).

Each matter depends on its own facts and law. Prior results do not guarantee or predict a similar outcome in any other matter.

If the dispute is live, the first two weeks matter most. Records get “archived,” accounts get moved, and the narrative gets built by whoever moves first. Call (713) 228-8500 or email shawn@sajlawpllc.com.