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Click here for the full text of this decision FACTS:On Jan. 26, 2001, WSNet Holdings Inc., hired Vinson & Elkins attorney Patrick Breeland to draft an asset purchase agreement for certain assets of Classic Communications Inc. In February 2002, a WSNet shareholder instituted a shareholder derivative suit against the relators and others, alleging that the relators had usurped WSNet’s corporate opportunity to purchase assets of Classic Communications and another company, Galaxy Telecom Inc. At the inception of the derivative action, the relators contacted V&E regarding representation. Before appearing in the case, Charles Schwartz, then a partner at V&E, contacted WSNet’s general counsel to inquire whether WSNet would waive any potential conflict arising from V&E’s prior work for WSNet. At the time of the request, Schwartz disclosed to WSNet’s general counsel the factual basis of the potential conflict. WSNet’s general counsel verbally agreed to waive any potential conflict of interest. Schwartz subsequently sent a letter to WSNet’s general counsel summarizing their discussion and commemorating that WSNet had “agreed . . . to waive any conflict of interest arising from” the representation of the relators in this action. In October 2002, WSNet filed a Chapter 11 bankruptcy petition, and a trustee was appointed. The trustee replaced the original plaintiff in the derivative suit but retained the same law firm to continue prosecuting the shareholder derivative suit. The derivative suit was removed to the bankruptcy court in January 2003, and later remanded to state court in August 2003. An automatic stay was imposed until Oct. 6, 2003. On Nov. 14, 2003, 20 months after V&E appeared on the relators’ behalf, the trustee sought V&E’s disqualification based on its prior work for WSNet. The trial court ordered V&E’s disqualification, holding that V&E’s prior representation of WSNet was substantially related to the representation in this case, the bankruptcy trustee did not waive the right to seek V&E’s disqualification, and any purported prior waiver of a conflict by WSNet was ineffective. The court of appeals denied the relators’ request for mandamus relief, and the relators now seek mandamus relief in this court. HOLDING:The court conditionally grants a writ of mandamus and orders the trial court to vacate its order disqualifying the relators’ counsel. The relators argue that disqualification was improper because V&E obtained valid oral and written waivers before appearing in this suit on the relators’ behalf. The bankruptcy trustee contends that the waiver letter signed by Jonkers, WSNet’s executive vice president and chief financial officer, at the behest of the company’s general counsel was ineffective because it did not fully and accurately disclose the conflict. The court disagrees, noting that comment 10 to Texas Disciplinary Rule of Professional Conduct 1.09 provides that “[a] waiver is effective only if there is consent after disclosure of the relevant circumstances, including the lawyer’s past or intended role on behalf of each client, as appropriate.” The waiver letter in this case disclosed V&E’s proposed representation of the relators in the shareholder derivative suit, the subject matter of its prior work for WSNet, the time period involved, the attorney involved, the nature of the discussion with WSNet’s general counsel, and how the prior representation concluded. This disclosure meets the requirements set forth in comment 10 of Rule 1.09. Furthermore, it is undisputed that Jonkers signed the waiver letter after reviewing the petition and chose not to consult WSNet’s outside counsel before signing the waiver. The record reveals that WSNet’s files contained information regarding V&E’s prior work for WSNet, including an email from V&E partner Patrick Breeland to a WSNet representative disclosing his work for WSNet and a draft of the asset purchase agreement. It is undisputed that WSNet’s general counsel verbally agreed to waive any potential conflict of interest, “which is a permissible, albeit inadvisable, manner of providing disclosure and obtaining consent under the Disciplinary Rules.” Accordingly, WSNet was adequately informed of V&E’s prior representation and knowingly waived any conflict. OPINION:Per curiam. Johnson, J., did not participate in the decision.

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