Full opinion text
OPINION & ORDER MELINDA HARMON, District Judge. This highly contentious case involves the bankruptcy and ultimate demise of Seven Seas Petroleum, Inc. (“Seven Seas” or the “Company”), an oil and gas company. The relevant parties include: Plaintiffs Seven Seas and its Chapter 11 Trustee, Ben Floyd (“Trustee”); Defendants Robert A. Hefner, III (“Hefner”), Randolph Deven-ing (“Devening”), Brian Egolf (“Egolf’), Dr. James Schlesinger (“Schlesinger”), Larry Ray (“Ray”), and Gary Fuller (“Fuller”), several former directors of Seven Seas (collectively “the Directors”); Defendants McAfee & Taft, P.C. (“M & T”), Fuller, in his capacity as a lawyer, and Jerry Warren (“Warren”), former outside counsel of Seven Seas (collectively “the Lawyers”); and Defendants Ramiiilaj Limited Partnership (“Ramiiilaj”), Fuller Family Investments Limited Partnership (“Fuller Family Investments”), and Petroleum Properties Management Company (“Petroleum Properties”), the entity defendants who helped finance the venture (hereafter collectively “Entity Defendants”). Pending before the court are a myriad of summary judgment motions including: (1) Seven Seas’ motion for partial summary judgment against the Lawyers (Doc. 295); (2) the Lawyers’ renewed summary judgment against Seven Seas (Doc. 297); (3) the Directors’ motion for summary judgment on all remaining claims (Doc. 299); (4) Ramiiilaj’s motion for summary judgment against the Trustee (Doc. 300); (5) Fuller Family Investments’ motion for summary judgment against the Trustee (Doc. 301); and (6) Petroleum Properties’ motion for summary judgment against the Trustee (Doc. 302). Also under consideration is the Trustee’s motion for reconsideration of certain holdings in the court’s September 29, 2006, Order, 2006 WL 2844245 (Doc. 267) (“Sept. 29 Order”), which granted in part Defendants’ first round of summary judgment motions. Additionally, there are numerous eviden-tiary matters before the court. First, the Director Defendants have objected to certain portions of the Trustee’s proffered summary judgment evidence (Doc. 251). Second, the parties have moved to exclude or limit the expert testimony of numerous individuals, including (1) Dean Graves (“Graves”), Dean Swick (“Swick”), and Pete Huddleston (“Huddleston”) (Doc. 333); (2) Cary Ferchill (“Ferchill”) (Doc. 324); (3) Thomas Watkins (‘Watkins”) (Doc. 325); (4) Walter Bratic (“Bratic”) (Doc. 328); (5) Don Ray George (“George”) (Doc. 329); (6) Ronald Vollmar (‘Vollmar”) (Doc. 330); (7) Walter Steel (“Steel”) (Doc. 331); and (8) Jonathan Ma-cey (“Macey”) (Doc. 332). Finally, Plaintiffs have filed a first amended motion to equalize peremptory challenges (Doc. 326) and a motion in limine (Doc. 327), and Defendants have filed a joint motion in limine (Doc. 334). Having considered these motions, the innumerable responses and replies thereto, the complete record before the court, and all applicable legal standards, and for the reasons articulated below, the court (1) DENIES WITHOUT PREJUDICE Seven Seas’ motion for summary judgment; (2) GRANTS-IN-PART and DENIES-IN-PART the Lawyers’ motion for summary judgment; (3) DENIES the Directors’ motion for summary judgment; (4) GRANTS-IN-PART and DENIES-IN-PART the Entity Defendants’ motions for summary judgment; (5) DENIES the motion to strike summary judgment evidence; (6) DENIES the motions to exclude or limit the testimony of Graves, Swick, Hud-dleston, George, Vollmar, and Steele; (7) GRANTS-IN-PART and DENIES-IN-PART the motions to exclude or limit the testimony of Ferchill and Watkins; (8) GRANTS the motions to exclude or limit the testimony of Bratic and Macey; and (9) DENIES WITHOUT PREJUDICE the parties’ motions in limine and Plaintiffs’ motion to equalize the peremptory challenges. I. Background & Relevant Facts 1. The Risky Venture Seven Seas was a Houston-based oil and gas company engaged in the exploration and development of oil and gas properties located in Colombia, South America. Initially incorporated in Canada, Seven Seas migrated its place of incorporation to the Cayman Islands. The Company’s primary assets were two contracts issued by Eco-petrol, Colombia’s state oil company, to explore and develop wells in the Guaduas Field, which produced oil from relatively shallow depths (the “Shallow Field”). The prior board of directors of Seven Seas initially oversaw the Colombian exploration until Hefner, aided by Fuller, deposed the former board in 1997. Thereafter, Hefner installed Fuller and others as directors and assumed significant control over Seven Seas. To pursue its business plan in the Shallow Field, Seven Seas raised $110 million by issuing unsecured promissory notes (the “Unsecured Notes”) to large, sophisticated investors (the “Bondholders”) in May 1998. (See Offering Memorandum, Doc. 153 Ex. 65). The Unsecured Notes earned 12}& percent in interest per year and, under the terms of an “Indenture,” permitted Seven Seas to borrow money in the future, even on a secured basis. (Indenture at 53-54, Doc. 153 Ex. 66). The Indenture also allowed Seven Seas, if certain conditions were met, to borrow additional money from “affiliated parties,” including its directors. (Id. at 58). Finally, the Indenture released the Directors from any liability arising from the issuance of the Unsecured Notes. (Id. at 88). Despite initial optimism regarding the venture, the Shallow Field was beset by delays and lackluster production. The Directors strategy during this period was to focus on production and to obtain a “commercially” decision from Ecopetrol, which had the option of declaring the properties “commercial” so as to give Ecopetrol a 50% working interest in the Shallow Field. Ecopetrol, however, expressed concerns about the Company’s plans and its optimistic beliefs about the amount of oil in the Shallow Field. (Panero Letter, dated April 20, 1998, at 2-3, Doc. 207 Ex. 84). Ecopetrol subsequently declined to participate. (Seven Seas 2000 10-K at 3, Doc. 153 Ex. 70) (informing the public that on May 23, 2000, Ecopetrol decided not to participate in the development of the Shallow Field). While still courting Ecopetrol, the Directors announced a new strategy to conservatively develop the Shallow Field using existing cash and cash generated from operations to develop the Field in increments (Seven Seas 1998 10-K at 4-5, Doc. 153 Ex. 67). The plan also included the use of trucks and the eventual building of a pipeline to transport the oil to market. (Id.). In September 1999, the strategy changed from production to exploration. (September 17, 1999, Board Meeting Minutes at 2, Doc. 153 Ex. 1). In particular, the Directors chose to pursue an incredibly risky project to drill a deep exploratory test well, the “Deep Well.” The exact success rate for the Deep Well is disputed, but all agree that the odds for hitting oil were extremely low. In its 1999 10-K report, Seven Seas informed the public that it had spent the majority of the year negotiating with Eco-petrol about commerciality. The Company then outlined different scenarios depending on the outcome of Ecopetrol’s decision. Notably absent from the 1999 10-K report was the critical change in strategy that the Directors had decided to implement at the September board meeting; however, the report reminded the public that the Bond Indenture allowed the Company to obtain additional secured financing. During the first half of 2000, the Directors fielded several inquiries from the Securities and Exchange Commission (“SEC”) regarding their “proved reserves” and the delay in the pipeline construction. (Feb. 2000 Inquiry, Doc. 207 Ex. 30; May 2000 Inquiry, Doc. 207 Ex. 109). The SEC questioned whether the proved reserves of the Shallow Field should be downgraded to “unproved” given the amount of oil and the absence of a pipeline, or other facility, to bring the oil to market. The write-down of its reserves may have seriously impacted Seven Seas’ ability to obtain the financing for the Deep Well and may have even exposed the Directors to liability for making material misrepresentations. After the SEC began asking questions, Egolf urged Hefner to explore for more oil. In a memorandum dated February 13, 2000, Egolf criticized the Company’s management for lacking direction. (Doc. 207 Ex. 31). Egolf believed that Seven Seas should pursue “the company’s greatest potential asset[,] the deep” well. (Id. at 1). According to Egolf, no other course of action held any prospect of success because as he saw it, Seven Seas had “12 months before it’s over.” (Id. at 2). Selling the Company was not feasible, and “[t]he only resolution to the company’s problem is to FIND MORE OIL!!” (Id.). Even schedules for “cost reduction account for 10% of our overhead” were “too little, too late,” like “the Captain and crew of the Titanic sitting around discussing how to design a better navigation system after they’ve already hit the iceberg!” (Id.). According to Egolf, building a pipeline to transport oil would be futile because Seven Seas was not producing enough oil. (Id.). In fact, Egolf believed that the Directors were less likely to be sued if they spent the Company’s remaining money on drilling a well than if they spent “the last $20 million on pipeline and product facilities when [they knew] the deal [was] uneconomic to Seven Seas[.]” (Id. at 3). Because Egolf believed Seven Seas “had better get that deep test drilled ASAP or we’re history,” he believed that Seven Seas should “do the right thing for once and drill the prospect.” (Id.). After all, he concluded “that’s the business we’re in— exploration!” (Id.). Faced with the SEC issues, as well as the Company’s bleak outlook, the Directors vigorously pursued the Deep Well venture. At a July 27, 2000, board meeting, Hefner disclosed a plan to raise the necessary funds to drill the Deep Well. (July 27, 2000, Board Meeting Minutes at 2-3, Doc. 153 Ex. 2). The goal was to obtain $45 million in financing (the “Secured Facility”), and Seven Seas began negotiating with Chesapeake Energy Corporation (“Chesapeake”), a publicly traded oil and gas company, to help fund the Secured Facility. Chesapeake ultimately agreed to loan half of the Secured Facility, or $22.5 million of the $45 million needed, on the conditions that the loan was secured by Seven Seas’ assets, that Hefner personally lend $15 million of the remaining $22.5 million, and that $15 million of the overall $45 million be escrowed to drill the Deep Well. (Jan. 26, 2001 Letter from Aubrey McClendon (“McClendon”) to Hefner and Ray and Feb. 8, 2001 Letter from Ray to McClendon, Doc. 153 Exs. 13 & 14, respectively). The structure of the Secured Facility was as follows: Chesapeake would purchase $22.5 million in secured promissory notes (the “Senior Secured Notes”) with face values of $100. A “detachable warrant,” entitling the holder to buy a certain number of shares of Seven Seas common stock at a discount price, would be attached to each Senior Secured Note. These Senior Secured Notes with the detachable warrants were the “Series A Notes.” Hefner and the other “qualified investors” would initially purchase $22.5 million in Senior Secured Notes without detachable warrants, the “Series B Notes.” The plan was to offer the Seven Seas’ shareholders the opportunity to buy Series A Notes or to pass on the opportunity. Only after the shareholder offering could the Series B Noteholders exchange their notes for Series A Notes. Both Series of Notes carried a 12^ percent interest rate. The qualified investors included three other Directors, Egolf, Fuller, and Schlesinger, although some of them purchased secured notes through the investment entities named in this suit. In January 2001, the Directors renegotiated the Company’s Joint Operating Agreement (“JOA”) with its working interest partners in the Shallow Field. Under the amended JOA, the operatorship would automatically transfer to Sipetrol, one of the other working interest owners, if, inter alia, the Company either entered bankruptcy or committed an event of default under one of its loan agreements that remained uncured for thirty days. (Amendment to JOA, dated January 25, 2001, at 3-5, Doc. 207 Ex. 120). The Directors held a board meeting on May 17, 2001, to decide whether to pursue the Secured Facility. At this board meeting, CIBC World Market Corp. (“CIBC”) discussed the Secured Facility, as well as other means of financing, and gave the preliminary opinion that the Secured Facility “was fair from a financial point of view to the Company.” (May 17, 2001, Board Meeting Minutes at 2, Doc. 153 Ex. 5). Also at the meeting, attorney Warren from McAfee & Taft advised the Board that, in some jurisdictions, a director’s fiduciary duty could expand to the Company’s creditors if the Company came “within the vicinity of insolvency.” (Id.). The meeting concluded with a unanimous vote by the Board to approve the Secured Facility. The Board did not seek shareholder approval for the Secured Facility. Hefner informed the shareholders that, although normally a financing of this nature would require shareholder approval, the Company had sought and obtained an exemption from the American Stock Exchange (“AMEX”) because the delay would have “seriously jeopardize^] the financial viability of the Company.” (July 9, 2001, Letter to Shareholders at 2, Doc. 207 Ex. 45). The Secured Facility closed shortly thereafter on July 24, 2001. As a final step, the offering to the shareholders was made on November 9, 2001. The shareholders bought approximately $2 million of the $22.5 million in Senior Secured Notes. Hefner and the other qualified investors then exchanged their warrantless notes for $20.5 million in notes with warrants. With the money to proceed, drilling of the Deep Well commenced. Unfortunately, and not completely unsurprisingly, the Deep Well was dry and the venture failed. 2. The Bankruptcy of Seven Seas On December 20, 2002, after the Deep Well’s failure, some of the unsecured Bondholders filed an involuntary bankruptcy petition under Chapter 7 against Seven Seas. On January 14, 2003, Seven Seas converted the bankruptcy petition into a reorganization under Chapter 11 of the Bankruptcy Code. Floyd was then appointed Trustee for the debtor, Seven Seas. On March 31, 2003, the Trustee filed an Adversary Complaint against Chesapeake and the other lenders of the Secured Facility, but only served Chesapeake. (See Second Am. Disclosure Stmt, at 18, § 111(H)(9), Doc. 153 Ex. 50). The Trustee sought, inter alia, equitable subordination of the $45 Million and damages for Chesapeake’s breach of fiduciary duties and its interference with the fiduciary duties of the Company’s management. (Trustee’s Orig. Adv. Compl., Doc. 153 Ex. 47). Although the Trustee eventually settled his claims against the lenders, he expressly excluded claims against the Company’s current or former officers and directors for pre-petition acts or omissions. Shortly after the Reorganization Plan was approved, the Trustee filed his First Amended Adversary Complaint adding all of the Directors, except Larry Ray, and the Entity Defendants. Ray was subsequently added in a Second Amended Adversary Complaint. 3. Plaintiffs’ Claims A. Claims Against the Directors As of the most recent complaint, the Trustee brings three claims against the Director Defendants: (1) a claim for breach of the duty of care by not properly considering the consequences of the $45 million Secured Facility to the Company or its creditors, by not properly informing themselves of all relevant information concerning the $45 million Secured Facility, and by not properly following the Company’s own internal procedures for authorizing the transaction (Pis.’ Third Am. Compl. ¶¶ 29-30, Doc. 269); (2) a claim for breach of the duty of care by undertaking actions that were- either negligent, grossly negligent, or reckless (id. ¶ 32); and (3) a claim for breach of fiduciary duty by not properly informing themselves of the consequences of the $45 million Secured Facility and entering into the Secured Facility when other courses of action or transactions had been (or were) available to the Company (id. ¶ 35). These claims are made on behalf of the Company and the Company’s creditors, whose interests allegedly coincided with those of the Company because of Seven Seas’ insolvency, or near insolvency. B. Claims Against the Entity Defendants The Trustee brings one count against the Entity Defendants for conspiracy, tor-tious interference, and/or aiding and abetting breach of the Directors’ fiduciary duty by “providing the Directors with funds to consummate the Secured Facility and other actions!/]” (Id. ¶ 36). C. Claims Against the Lawyers Seven Seas brings five claims against the lawyers: conspiracy to breach the Directors’ duties; aiding and abetting the Directors’ breach of duties; intentional breach of fiduciary duty, negligent breach of fiduciary duty; and a claim for negligence/malpractice. In its first count, Seven Seas claims that the Lawyers and the Directors of Seven Seas made “an agreement to conspire ... to take actions that the Directors [and the Lawyers] knew would result in the Directors’ breach of the Directors’ fiduciary duties” to Seven Seas. (Id. ¶ 38). Seven Seas alleges that the Lawyers also aided and abetted the Directors’ breach of fiduciary duties “[b]y assisting the Directors in obtaining an exemption from their requirement to seek shareholder approval for the Secured Facility, providing an opinion letter that [the Lawyers] knew contained incorrect statements and false representations, and failing to inform [Seven Seas] that the Directors’ actions were a breach of the Directors’ fiduciary duties ...” (Id. ¶ 40). In its third and fourth count, Seven Seas claims that the Lawyers either intentionally or negligently breached their fiduciary duties “[b]y failing to fully inform [the Company] of numerous conflicts of interest, providing legal representation and advice to [the Company] while such conflicts existed, failing to withdraw from representing [the Company] ... when certain conflicts of interest likely would have or did impair their judgment, and by putting the interests of M & T and Fuller ahead of those of [the Company] as well [as] committing other acts.” (Id. ¶¶ 42, 44). In its fifth claim, Seven Seas asserts that the Lawyers committed negligence and/or malpractice by failing to inform Seven Seas that it should create an independent committee to consider the Secured Facility; failing to inform Seven Seas of numerous conflicts of interests; providing legal representation and advice while such conflicts existed; failing to withdraw from representation when certain conflicts likely would or did impair their judgment; failing to advise the Company that consummating the Secured Facility would violate the Directors’ fiduciary duties, failing to advise Seven Seas to retain bankruptcy/restructuring counsel before the Secured Facility was consummated; and by “other acts.” (Id. ¶ 46). Finally, Seven Seas alleges that M & T is vicariously liable for the actions of Fuller and Warren because their actions were undertaken during the scope of their employment and McAfee & Taft authorized their conduct. (Id. ¶ 47). 4. The Initial Motions for Summary Judgment & the Sept 29 Order Asserting a myriad of arguments, the Director and Entity Defendants moved for summary judgment on all claims. On September 29, 2006, the court granted their motion in part. Specifically, the court rejected Trustee’s claims that the directors of an insolvent or nearly insolvent corporation owe expanded fiduciary duties to the creditors of the corporation under the common law of Texas. (See Sept. 29 Order at 17, 39, Doc. 267). The court then examined the fiduciary duty causes of action, in particular, the duties of care and loyalty. The court concluded that the Directors did not violate their duty of care because the business judgment rule applied, and gross negligence was not an appropriate standard for evaluating their decision. (See id. at 43-46). The court found, however, that the Company could recover monetary damages for the alleged breach of the duty of loyalty, but that the briefing and record were not sufficiently clear to determine whether the parties were interested or not as a matter of law, whether the Secured Facility was fair as a matter of law, whether the claims against the Entity Defendants are valid, and whether the Company suffered legally compensable damages as a result of the alleged breach. (Id. at 42-43). In conclusion, the court held as follows: (1) the Directors’ decision to loan their own money to the Company might have violated their duty of loyalty; (2) the Directors’ decision to prefer one set of creditors, themselves, to another set of creditors is actionable only if it somehow damaged the Company; (3) the Directors’ decision to drill the Deep Well did not violate their duty of care to the Company; (4) the Directors’ decision to build the pipeline did not violate their duty of care to the Company; (5) the Directors’ decision to build the pipeline might have violated their duty of loyalty to the Company; (6) the effect that other portions of this order have on the issues before this court means that this court now lacks sufficiently focused arguments from the parties [to] make accurate decisions regarding the remaining issues before it and must deny summary judgment without prejudice on the following issues: (a) whether the Directors might have violated their duty of loyalty in some manner not identified in paragraphs 1 through 5 of this order; (b) whether any of the Directors’ actions that allegedly breach their duties to the Company injured it in a legally compensable manner; (c) whether any of the Directors were or were not interested in any transaction as a matter of law; (d) whether the Secured Facility was fair as a matter of law; (e) whether any of the Trustee’s legal theories against the Entity Defendants are valid as a matter of law; and (f) whether the Trustee has presented evidence of damages or whether the Defendants’ have demonstrated an entitlement to judgment as a matter of law on the issue of damages[; and] (g) whether any evidence or testimony should be excluded as inadmissible. (Id. at 51-52). The Trustee moved for reconsideration of certain holdings in the Sept. 29 Order. In his motion, the Trustee asks this court to reconsider three elements of its Order: (1) the holding that the Directors and the Entity Defendants were immune from liability for negligently breaching their duty of due care; (2) the holding that, under Texas law, directors cannot be liable to their corporation even for gross negligence; and (3) the holding, or potential holding, that the directors of an already or nearly insolvent company owe no duty to the company itself to consider the best interests of creditors. The court has granted the Trustee’s motion to the extent that the court shall consider the merits herein. 5. The Current Round of Summary Judgment Motions A. The Directors’ Summary Judgment Motion The Directors have moved for summary • judgment on “all claims remaining after the Court’s September 29, 2006 Order.” (Doc. 299). Assuming that the Sept. 29 Order granted summary judgment for the Directors on the Trustee’s claim that the Directors breached them fiduciary duty of loyalty by drilling the Deep Well, the Directors argue that summary judgment is appropriate because there is no evidence of a breach of a fiduciary duty of loyalty and because the Trustee fails to prove that the Company incurred legally compensable damages. B. The Entity Defendants’ Summary Judgment Motions Each Entity Defendant has independently moved for summary judgment. (Docs. 300, 301, and 302). All contend that the Trustee has failed to produce evidence to support any of his claims. Moreover, they assert that the doctrine of in pan delicto bars the Trustee’s claims. C.The Lawyers’ Summary Judgment Motion Against Seven Seas In their renewed motion for summary judgment (Doc. 297), the Lawyers reinforce the Directors’ contention that the breach of the duty of loyalty claim fails as a matter of law, arguing that the shareholder offering and the allegedly fair terms of the Secured Facility negate any interest of the Directors in the Deep Well transaction. Thus, the Lawyers claim, because the Directors are entitled to summary judgement, the Lawyers are as well. The Lawyers also address the individual claims against them. These claims can be divided into two categories: (1) claims relating to their assistance to the Directors, i.e., conspiracy and aiding and abetting, and (2) claims relating solely to their own actions, i.e., breach of fiduciary duty and negligence/malpractice. The first set of claims are well understood in conjunction to the facts described above. The second set requires a bit more factual detail regarding the Lawyers legal relationship with Seven Seas and the Directors. M & T, an Oklahoma-based law firm, has represented Hefner, as well as his father and grandfather, in a variety of matters for decades. {See Fuller Dep. at 33, Doc. 130 Ex. 4). Fuller, facing claims as both a director and a lawyer, has been a practicing attorney for forty-six years, forty of which with M & T. {Id. at 13, 18). Warren has been with M & T since he began practicing law in 1968. (Warren Dep. at 10, Doc. 130 Ex. 5). In early 1998, Larry Ray, President of Seven Seas, approached Fuller about expanding the role of M & T’s representation of Seven Seas. M & T’s policy prohibiting firm members from serving on the board of firm clients had recently changed following an American Bar Association (“ABA”) ethics opinion permitting such representation. (Fuller Dep. at 38-40, Doc. 130 Ex. 4). Thus, M & T agreed to represent Seven Seas as its general counsel, subject to Fuller’s disclosure to Seven Seas’ board of the potential conflicts. (Id. at 39). Fuller distributed the ABA ethics opinion to the board and received its verbal approval to go forward. (Id. at 40-41). By 1999, M & T had settled comfortably in its role as general counsel for Seven Seas. The firm assisted Seven Seas with public filings and represented the Company in moving the Company’s place of incorporation from Canada to the Cayman Islands. (See id. at 90-91). Over the next several years, Seven Seas became one of M & T’s largest revenue-generating clients. (See Fuller Dep. at 47-48, Doc. 207 Ex. 9). As Seven Seas’ general counsel, the Lawyers played a substantial role in the Secured Facility. M & T provided legal advice to insure that the Secured Facility complied with the conditions of the Bond Indenture. (See Fuller Dep. at 312-14, Doc. 130 Ex. 4). It negotiated the legal form and structure of the Secured Facility documentation with Chesapeake. (See id. at 99-100). M & T, through Warren, secured the AMEX exemption for shareholder approval. Warren also provided legal advice to the board at the May 17, 2001, board meeting regarding the potential for expanded fiduciary duties to the creditors of a company that is insolvent or in the “zone of insolvency.” (May 17, 2001, Board Minutes at 2, Doc. 130 Ex. 14). Additionally, M & T facilitated the Secured Facility by issuing its related written legal closing opinion regarding the deal. (See M & T Opinion Letter, dated July 23, 2001, Doc. 207 Ex. 116). Finally, M & T represented Seven Seas in conjunction with preparing and filing the registration statement for the rights offering to the shareholders. (See Seven Seas Registration Stmt., filed August 17, 2001, Doc. 130 Ex. 9). The Lawyers’ role regarding the other participants in the Secured Facility is less clear because M & T had legal relationships, either current or former, with several key players in the transaction: M & T had represented Hefner and his family for decades and, during the pendency of the Secured Facility transaction, performed legal work for Hefner personally on unrelated matters (see Fuller Dep. at 118-19, Doc. 130 Ex. 4); M & T had represented Director Brian Egolfs father and Egolf personally for years on unrelated matters and prepared an assignment of Petroleum Properties’ note purchase agreement to the Egolf Family Limited Partnership (“EFLP”) after it discovered that the note had been executed in the name of the wrong Egolf Entity (see id. at 133-42); M & T had also represented Director Devening from time to time on unrelated matters, but it is unclear whether that representation was concurrent with the representation of Seven Seas (see id. at 132-33); and M & T had represented Chesapeake in the past on matters unrelated to Seven Seas. Finally Fuller, in addition to acting as director and corporate counsel, participated directly in the Secured Facility as a personal lender, albeit to a much smaller degree. These convoluted connections form the backbone of Seven Seas’ conflict of interest allegations. The Lawyers claim that there were no conflicts and, alternatively, that Seven Seas knowingly waived such conflicts. The Lawyers have, therefore, moved for summary judgment on all claims asserted against them. D. Seven Seas’ Summary Judgement Motion Against the Lawyers In its motion, Seven Seas seeks a summary judgment ruling that the Lawyers breached their fiduciary duties by (1) engaging in impermissible conflicts of interest while engaged to represent the Company in matters related to the Deep Well Transaction, and (2) simultaneously representing the Company and advising the Directors individually in connection with the Company’s claims against the Directors. Ultimately, Seven Seas requests that the Lawyers be required to forfeit their legal fees as a consequence of these conflicts. II. Legal Standard on Summary Judgment A party moving for summary judgment must inform the court of the basis for the motion and identify those portions of the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, that show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 325, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The substantive law governing the suit identifies the essential elements of the claims at issue and therefore indicates which facts are material. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). The initial burden falls on the movant to identify areas essential to the nonmovant’s claim in which there is an “absence of a genuine issue of material fact.” Lincoln Gen. Ins. Co. v. Reyna, 401 F.3d 347, 349 (5th Cir.2005). If the moving party fails to meet its initial burden, the motion must be denied, regardless of the adequacy of any response. Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir.1994) (en banc). Moreover, if the party moving for summary judgment bears the burden of proof on an issue, either as a plaintiff or as a defendant asserting an affirmative defense, then that party must establish that no dispute of material fact exists regarding all of the essential elements of the claim or defense to warrant judgment in his favor. Fontenot v. Upjohn, 780 F.2d 1190, 1194 (5th Cir.1986) (the movant with the burden of proof “must establish beyond peradventure all of the essential elements of the claim or defense to warrant judgment in his favor”) (emphasis in original). Once the movant meets its burden, the nonmovant must direct the court’s attention to evidence in the record sufficient to establish that there is a genuine issue of material fact for trial. Celotex, 477 U.S. at 323-24, 106 S.Ct. 2548. The non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Electric Indust. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) (citing U.S. v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 8 L.Ed.2d 176 (1962)). Instead, the non-moving party must produce evidence upon which a jury could reasonably base a verdict in its favor. Anderson, 477 U.S. at 248, 106 S.Ct. 2505; see also DIRECTV Inc. v. Robson, 420 F.3d 532, 536 (5th Cir.2005). To do so, the nonmovant must “go beyond the pleadings and by [its] own affidavits or by depositions, answers to interrogatories and admissions on file, designate specific facts that show there is a genuine issue for trial.” Webb v. Car-diothoracic Surgery Assoc, of North Texas, P.A, 139 F.3d 532, 536 (5th Cir.1998). Unsubstantiated and subjective beliefs and conclusory allegations and opinions of fact are not competent summary judgment evidence. Morris v. Covan World Wide Moving, Inc., 144 F.3d 877, 380 (5th Cir.1998); Grimes v. Texas Dept. of Mental Health and Mental Retardation, 102 F.3d 137, 139-40 (5th Cir.1996); Forsyth v. Barr, 19 F.3d 1527, 1533 (5th Cir.1994), cert. denied, 513 U.S. 871, 115 S.Ct. 195, 130 L.Ed.2d 127 (1994); Topalian v. Ehrman, 954 F.2d 1125, 1131 (5th Cir.1992), cert. denied, 506 U.S. 825, 113 S.Ct. 82, 121 L.Ed.2d 46 (1992). Nor are pleadings summary judgment evidence. Wallace v. Tex. Tech Univ., 80 F.3d 1042, 1046 (5th Cir.1996) (citing Little, 37 F.3d at 1075). The non-movant cannot discharge his burden by offering vague allegations and legal conclusions. Salas v. Carpenter, 980 F.2d 299, 305 (5th Cir.1992); Lujan v. National Wildlife Fed’n, 497 U.S. 871, 889, 110 S.Ct. 3177, 111 L.Ed.2d 695 (1990). Nor is the court required by Rule 56 to sift through the record in search of evidence to support a party’s opposition to summary judgment. Ragas v. Tennessee Gas Pipeline Co., 136 F.3d 455, 458 (5th Cir.1998) (citing Skotak v. Tenneco Resins, Inc., 953 F.2d 909, 915-16 & n. 7 (5th Cir.1992)). Nevertheless, all reasonable inferences must be drawn in favor of the non-moving party. Matsushita, 475 U.S. at 587-88, 106 S.Ct. 1348; see also Reaves Brokerage Co. v. Sunbelt Fruit & Vegetable Co., 336 F.3d 410, 412 (5th Cir.2003). Furthermore, the party opposing a motion for summary judgment does not need to present additional evidence, but may identify genuine issues of fact extant in the summary judgment evidence produced by the moving party. Isquith v. Middle South Utilities, Inc., 847 F.2d 186, 198-200 (5th Cir.1988). The non-moving party may also identify evidentiary documents already in the record that establish specific facts showing the existence of a genuine issue. Lavespere v. Niagara Mach. & Tool Works, Inc., 910 F.2d 167, 178 (5th Cir.1990). In reviewing evidence favorable to the party opposing a motion for summary judgment, a court should be more lenient in allowing evidence that is admissible, though it may not be in admissible form. See Lodge Hall Music, Inc. v. Waco Wrangler Club, Inc., 831 F.2d 77, 80 (5th Cir.1987). III. Analysis The court begins with the issue of the reconsideration of the Sept. 29 Order. Next, the court addresses the myriad of pending evidentiary issues. Finally, the court assesses each of the substantive summary judgment motions in turn. 1. Reconsideration of Certain Holdings in the Sept. 29 Order In Texas, corporate officers and directors owe a strict fiduciary obligation to their corporation. See Int’l Bankers Life Ins. Co. v. Holloway, 368 S.W.2d 567, 576-77 (Tex.1963); Lifshutz v. Lifshutz, 199 S.W.3d 9, 18-19 (Tex.App.-San Antonio, 2006). While not uniformly defined by the case law, those fiduciary duties include not usurping corporate opportunities for personal gain, satisfying “the extreme measure of candor, unselfishness, and good faith,” and dedication of his uncorrupted business judgment for the sole benefit of the corporation. Holloway, 368 S.W.2d at 577. More generally, the fiduciary status of corporate officers and directors give rise to three broad duties: the duty of due care, loyalty, and obedience. Gearhart In dus., Inc. v. Smith Int’l, Inc., 741 F.2d 707, 719 In its prior opinion on this case, the court relied primarily on Gearhart for its duty of care and business judgment rule analysis. (See Sept. 29 Order 43-46, Doc. 267). In particular, the court cited Gear-hart for its holding that “Texas courts to this day will not impose liability upon a noninterested corporate director unless the challenged action is ultra vires or is tainted by fraud.” Gearhart, 741 F.2d at 721. Finding no evidence of either ultra vires or fraudulent acts, the court held that the Directors did not breach their duty of care to Seven Seas in connection with the decision to drill the Deep Well. The court’s prior Order, however, implicitly assumed that the Directors were “noninterested.” In other words, the Directors’ decision to drill the Deep Well may still be scrutinized without the benefit of the business judgment rule if there is a fact question regarding whether the Directors were interested in the Deep Well Transaction. Thus, the court shall reconsider its holding in the Sept. 29 Order to the extent that the Trustee may pursue a duty of care claim if he presents a fact question as to his duty of loyalty claim relating to the Deep Well Transaction. The court also pauses to address a fundamental misconception in the Defendants’ interpretation of the Sept. 29 Order. In a constant refrain, all Defendants contend that the Order ruled as a matter of law that the decision to drill the Deep Well did not violate any fiduciary duty owed by the Directors and is not subject to attack in this action. The Sept. 29 Order did not, however, specifically address whether the Directors’ actions regarding the Deep Well violated their duty of loyalty. Moreover, the court is unpersuaded that any meaningful distinction exists between the decision to drill the Deep Well and approving the financing to do so. Both are integral to the Trustee’s claims that the Directors breached their fiduciary duties by placing their financial interests above the Company’s. Thus, the court shall consider both decisions in deciding whether there is a fact question regarding breach of the Directors’ fiduciary duties. Finally, while the issue of whether Seven Seas was insolvent at the time when the Secured Facility was approved and the Deep Well drilled is no longer relevant to the duties owed by the Directors to the creditors of Seven Seas, the solvency issue remains relevant to what, if any, damages the Company may have suffered as result of the Directors’ decisions. It is also relevant to whether the Directors acted in good faith in approving the Deep Well Transaction. 2. Evidentiary Matters In its Sept. 29 Order, the court denied without prejudice the pending evidentiary motions, which included the Director and Entity Defendants’ objections to the Trustee’s proffered summary judgment evidence and the cross motions to exclude the expert testimony of numerous individuals. Thereafter, the court granted the parties’ agreed motion to reinstate the objections to the summary judgment evidence (see Doc. 349), and the parties have reurged their respective motions to exclude expert testimony. The court will address the summary judgment objections and the motions to exclude testimony in turn. A. Summary Judgment Objections The Director and Entity Defendants have objected to the following evidence: (1) Floyd’s declaration that the sale of the Company was “distressed” when he approved it during the bankruptcy proceedings, arguing that the declaration is inconsistent and conclusory, (2) the expert testimony of Huddleston, Swick, Graves, and Ferchill because the testimony is irrelevant and/or unreliable, (3) the expert reports of these individuals because the reports are unsworn, and (4) miscellaneous individual documents because they constitute impermissible hearsay. Since the objections to the expert testimony overlap with the motions to exclude that testimony, the court shall address those objections simultaneously with the motions to exclude the expert testimony. Therefore, the court only addresses the remaining objections and finds that all of the Director and Entity Defendants’ objections should be overruled. The Director and Entity Defendants’ contention that Floyd’s declaration is inconsistent and conclusory is incorrect. Floyd’s declaration, in which he states that the Company was not a willing seller but “compelled by the circumstances” to consummate the sale of the Shallow Field assets, is not inconsistent with Floyd’s position in bankruptcy. (See Floyd Deck at ¶¶ 6, 8, Doc. 211). In the bankruptcy proceeding, Floyd maintained that the sales price was fair “under the circumstances then existing in Columbia” and that delaying the sale would only result in further decline. (Trustee’s Emergency Motion for Authority to Consent to, and to Take All Appropriate Actions to Effectuate the Sale of the Subsidiaries’ Assets ¶ 13, Doc. 251 Ex. 1). The statements are not in conflict, and the Director and Entity Defendants’ objection on this ground is meritless. The Director and Entity Defendants also object to Floyd’s claim that the Shallow Field assets could have been sold for more than $20 million in May 2001; however, one of Defendants’ own experts has asserted that, during the same time frame, the assets could have been sold for approximately $175 million. (See George Dep. at 163, Doc. 207 Ex. 4). Thus, Director and Entity Defendants’ objections to Floyd’s declaration are overruled. The Director and Entity Defendants’ objections to the admissibility of the expert reports are also without merit. The Director and Entity Defendants challenge the submission of these reports as evidence on the basis that the reports are unsworn and thus not competent summary judgment evidence. See Provident Life and Acc. Ins. Co. v. Goel, 274 F.3d 984, 1000 (5th Cir.2001) (“Unsworn expert reports ... do not qualify as affidavits or otherwise admissible evidence for [the] purpose of Rule 56, and may be disregarded by the court when ruling on a motion for summary judgment.”) (quoting 11 James Wm. Moore et al., Moore’s Federal Practice § 56.14[2][c] (3d ed.1997)). The general rule regarding the inadmissibility of unsworn expert reports has no bearing in this case because the Trustee’s expert reports are attached to each expert’s respective declaration, in which the reports are both authenticated and incorporated by reference. Moreover, the evidence provided by the experts in support of the Trustee’s responses to the Director and Entity Defendants’ summary judgment motions is contained within the respective declarations. As such, the Director and Entity Defendants’ objections to the Trustee’s expert reports are overruled. With respect to the documentary evidence, only some of the objections are relevant given the current posture of the case. The relevant objections include the Director and Entity Defendants’ objections to the following evidence submitted by the Trustee: (1) Exhibits 4 and 16, which relate to deposition testimony of George and Ron Lefaive (“Lefaive”), who testified about the Company geologist’s position on the probability of the Deep Well’s failure; (2) Exhibit 8, which relates to the Company’s projections about its business future, (3) Exhibits 10, 64, 82, 83, and 119, which relate to a series of letters written by Hal Oppenheimer, a consultant hired by the Company’s partners in the Shallow Field, who expressed the partners’ disfavor of the Deep Well plan to the Directors; (4) Exhibit 11, which concerns an email from M & T with a draft notice of circumstances letter attached; (5) Exhibit 18, consisting of excerpts of a draft book written by Jonathan Swinchatt (“Swinchatt”) about Hefner’s life, (6) Exhibit 51, a February 8, 2001, email string regarding the Company’s drilling projections and financial forecast; (7) Exhibit 55, a letter from D & M to Ray and Hefner regarding the D & M analysis of geological success for the Deep Well; (8) Exhibit 67, which relates to a series of emails in which some of the Company’s employees express concern over the Deep Well plan; and (9) Exhibits 84, 88, and 122, memoranda regarding Ecopetrol’s conclusions about the recoverability of oil from the Shallow Field and the need for a pipeline. Generally, the Director and Entity Defendants object to these documents on hearsay grounds. “ ‘Hearsay’ is a statement ... offered in evidence to prove the truth of the matter asserted.” Fed.R.Evid. 801. Unless covered within an exception, hearsay evidence is inadmissible. Fed.R.Evid. 802. The hearsay rule applies with equal force in the context of summary judgment evidence. See Warfield, v. Byron, 436 F.3d 551, 559 (5th Cir.2006) (noting that hearsay evidence is inadmissible for summary judgment purposes under Federal Rule of Civil Procedure 56). Here, the majority of the challenged exhibits are being offered to demonstrate whether the Directors adequately informed themselves regarding the risks of the Deep Well and/or whether the Directors were acting in good faith. As such, those exhibits are not being offered “for the truth of the matter asserted” and are not hearsay. Those exhibits that are being offered for their truth are either subject to hearsay exceptions or are dupli-cative of other evidence in the summary judgment record to which the Director and Entity Defendants have not objected. For these reasons, the court overrules the Director and Entity Defendants’ objections to the individual documentary evidence. Therefore, subject to the court’s resolution of the admissibility of the challenged expert testimony of Huddleston, Swick, Graves, and Ferchill, the Director and Entity Defendants’ motion to strike the Trustee’s summary judgment evidence (Doc. 251) is denied. B. Motions to Exclude Expert Testimony i. Legal Standard Federal Rule of Evidence 702 provides: If scientific, technical, or other specialized knowledge will assist the trier of fact to understand the evidence or to determine a fact in issue, a witness qualified as an expert by knowledge, skill, experience, training, or education, may testify thereto in the form of an opinion or otherwise, if (1) the testimony is based upon sufficient facts or data, (2) the testimony is the product of reliable principles and methods, and (3) the witness has applied the principles and methods reliably to the facts of the case. Fed.R.Evid. 702. In Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993), the Supreme Court found that the “Frye Doctrine,” which held that a theory must be generally accepted in the scientific community before it can be the basis of an expert’s opinion, was “not a controlling principle in federal trials,” and Justice Blackmun turned to Rule 702 of the Federal Rules of Evidence for the proper test to determine the admissibility of scientific evidence. Moore v. Ashland Chemical Inc., 151 F.3d 269, 274 (5th Cir.1998). The Court in Daubert enumerated five nonexclusive factors which a court could undertake to determine whether a theory or technique was scientific knowledge that would assist the trier of fact: 1) whether the theory or technique upon which the expert’s opinion is based can be (and has been) tested; 2) whether the theory or technique had been subjected to peer review and publication; 3) whether the theory or technique has a known or potential rate of error; 4) the existence and maintenance of standards controlling the technique’s operation; and 5) whether the theory or technique has achieved general acceptance. 509 U.S. at 593-95, 113 S.Ct. 2786. Furthermore, throughout this process, “the focus, of course, must be solely on the principles and methodology, not on the conclusions that they generate.” Id. at 595, 113 S.Ct. 2786. However, conclusions and methodology are not entirely distinct from one another. Trained experts commonly extrapolate from existing data. But nothing in Dau-bert or the Federal Rules of Evidence requires a district court to admit opinion evidence which is connected to existing data only by the ipse dixit of the expert. A court may conclude that there is too great an analytical gap between the data and the opinion offered. General Electric Company v. Joiner, 522 U.S. 136, 146, 118 S.Ct. 512, 139 L.Ed.2d 508 (1997). Procedurally, Daubert instructs that the district court determine admissibility under Rule 702 by following Rule 104(a), which requires that a judge conduct preliminary fact-finding as to whether the reasoning or methodology underlying the testimony is scientifically valid and of whether that reasoning or methodology properly can be applied to the facts in issue. Moore, 151 F.3d at 276. “Thus, the party seeking to have the district court admit expert testimony must demonstrate that the expert’s findings and conclusions are based on the scientific method, and, therefore, are reliable,” and this requires some “objective, independent validation of the expert’s methodology.” Id. The “expert’s assurances that he has utilized generally accepted scientific methodology is insufficient.” Id. In Kumho Tire Co., Ltd. v. Carmichael, 526 U.S. 137, 119 S.Ct. 1167, 143 L.Ed.2d 238 (1999), the Supreme Court extended the reliability and relevancy requirements to all expert witness testimony. The Court made clear that “[t]he trial court must have the same kind of latitude in deciding how to test an expert’s reliability, and to decide whether or when special briefing or other proceedings are needed to investigate reliability, as it enjoys when it decides whether that expert’s relevant testimony is reliable.” Id. at 152, 119 S.Ct. 1167 (emphasis in original). The trial court has discretion under Federal Rule of Evidence 702 to exclude expert evidence, and that decision is reviewed only for abuse of discretion. Munoz v. Orr, 200 F.3d 291, 299 (5th Cir.2000) (citing Daubert, 509 U.S. at 592-93, 113 S.Ct. 2786 (1993) and Boyd v. State Farm Ins. Cos., 158 F.3d 326, 331 (5th Cir.1998)). ii. Defendants’ Challenges to Plaintiffs’ Experts: Graves, Swick, Huddle-ston, Ferchill, and Watkins. All of the Defendants have moved to exclude the expert testimony of Graves, Swick, and Huddleston (Doc. 333), as well as the expert testimony of Ferchill (Doc. 324). Additionally, the Lawyers have moved to exclude the expert testimony of Watkins (Doc. 325). For the reasons that follow, the court denies Defendants’ motion to exclude the testimony of Graves, Swick, and Huddleston; grants-in-part and denies-in-part the Defendants’ motion to exclude the testimony of Ferchill; and grants-in-part and denies-in-part the Lawyers’ motion to exclude the testimony of Watkins. a. Graves, Swick, and Huddleston Raising issues of relevancy and reliability, Defendants challenge numerous elements of the proposed testimony of Graves, Swick, and Huddleston. Their testimony primarily concerns damage models regarding losses the Company allegedly suffered as a result of the Deep Well Transaction. Graves and Swick are financial experts and have offered their opinions on the fair market value of the Company’s assets, the Company’s financial condition, the Company’s ability to restructure its existing debt, and damages. Hud-dleston is an expert in petroleum engineering and the oil and gas industry. His opinions concern the foreseeability of the effects the Directors’ decisions would have on the Company, the geological characteristic and oil production potential of the Shallow Field, the fair market value of the Company’s oil properties, the Company’s financial condition, and damages. Specifically, the Defendants challenge the following opinions offered by these experts: (1) Graves’ and Huddleston’s testimony concerning “decline in marketability” damages; (2) Graves’ and Huddleston’s testimony regarding the $13.8 million in damages representing the costs of the pipeline; (3) Graves’ and Huddleston’s testimony that the Secured Facility caused $24.3 million in damages, which represents the funds expended in drilling the Deep Well; (4) Graves’ and Huddleston’s testimony on solvency; (5) Graves’ testimony that the Secured Facility caused $12.9 million in damages of “other assets”; (6) Graves’ and Swick’s testimony that the Secured Facility caused “an amount to be determined for damages for professional fees and administrative expenses that would not have been incurred but for the bankruptcy of Seven Seas ... (7) Swick’s testimony about the possibility of restructuring; (8) Huddleston’s “fairness opinion”; (9) Huddleston’s opinion on “reservoir damage”; (10) Huddleston’s opinion on the Directors’ alleged awareness of problems with the Shallow Field; and (11) Huddleston’s testimony about his conversation with Todd Habliston (“Habliston”), Seven Seas’ Field Development Manager at the time of the alleged breaches of fiduciary duty. The Defendants’ Daubert objections to the experts can be broken down into three main categories: first, challenges to the relevance of the opinions; second, challenges to the qualifications of certain experts; and, finally, catch-all challenges to the reliability of the opinions. The court addresses each category in turn. On almost every opinion challenged there is an allegation that the opinion is irrelevant because it has been foreclosed by the Sept. 29 Order. The Defendants, however, have unduly interpreted the reach of the Sept. 29 Order in its arguments that Plaintiffs’ duty of loyalty claims regarding the decision to drill the Deep Well have been foreclosed. (See Part III.l, supra). The issues of solvency and the fair market value of the Company’s assets remain relevant to the resolution of the duty of loyalty claims, which have not been foreclosed by the Sept. 29 Order. Additionally, the duty of care claim may still be viable if there is a fact question regarding the Directors’ breach of the duty of care. (See id.)- Finally, the experts’ reports are not limited to the damages allegedly suffered by the Company’s creditors. They expressly address and analyze the damages suffered by the Company itself. (See Graves/Swick June 2, 2005 Report at 2, Graves Decl. Ex. 2, Doc. 220; Huddleston October 11, 2004 Report at 11, Huddleston Decl. Ex. B, Doc. 221). Therefore, these experts’ opinions are relevant to the issues pending before the court. Defendants do not challenge the qualifications of Graves and Swick, but they do challenge the qualifications of Huddleston to opine on either the fair market value of oil and gas properties or the financial condition of an oil and gas company because he does not have an accounting degree. The court finds this objection to be meritless. Huddleston is a registered professional engineer with over forty years of experience in the petroleum industry. (Huddleston Decl. ¶ 4, Doc. 221). He has represented and advised over 500 energy companies, financial institutions, and government agencies regarding oil and gas exploration and production activities, and he has evaluated thousands of oil and gas wells located in the United States and other countries and has advised various client in making financial and drilling decisions. (Id. ¶ 5). He is the chairman of a company that owns working interests in several thousand oil and gas wells and manages over 600,000 mineral acres of oil and gas property. (Id. ¶ 6). He has been a visiting professor at Texas A & M University, teaching classes such as “Petroleum Property Management” and “Petroleum Investment Analysis.” (Id. ¶ 7). He has made numerous presentations and published several papers on oil and gas issues, including financial reporting as it relates to oil and gas property. (See id.). Huddleston has served on the U.S. Securities and Exchange Commission Advisory Committee, assisting with portions of Regulations SX, which generally relates to form and content of financial statements of oil and gas companies. (Id. ¶ 8). In the course of his regular duties managing oil and gas partnerships, Hud-dleston claims to have made numerous decisions regarding the fair market value of properties in the acquisition and divestiture of oil and gas properties and to have “personally been involved in the assessment of Fair Market Value of oil and gas properties many hundreds of times.” (Id. ¶ 10). Huddleston’s lack of a formal accounting degree does not disqualify his opinions in this case given the level of his professional experience in this field. See S. Cement Co. v. Sproul, 378 F.2d 48, 49 (5th Cir.1967) (“ ‘[A] person may become qualified as an expert by practical experience ... [.] Professional education is not a prerequisite.’ ”) (quoting Santana Marine Serv., Inc. v. McHale, 346 F.2d 147, 148 (5th Cir.1965)). Turning to reliability, the court finds that the challenged testimony of Graves, Swick, and Huddleston meets the Daubert standards. The majority of the objections raised regarding this testimony go to the weight of the testimony rather than to its admissibility. “Vigorous cross-examination, presentation of contrary evidence, and careful instruction on the burden of proof are the traditional and appropriate means of attacking shaky but admissible evidence.” Daubert, 509 U.S. at 596, 113 S.Ct. 2786. Moreover, the court shall address the substantive attacks on the damage models at length in the resolution of the Director Defendants’ motion for summary judgment. (See Part III.3.C, infra). At this juncture, the court notes that these are viable damage models under the facts of this case. Defendants’ arguments regarding the reliability of the experts’ opinions on these topics are without merit. As such, Defendants’ motion to exclude the testimony of Graves, Swick, and Huddle-ston (Doc. 333) is denied. b. Ferchill The Defendants also move to preclude the expert testimony of Cary Ferchill, Plaintiffs’ corporate governance and legal malpractice expert. Ferchill, a lawyer with over twenty years of experience in corporate and securities matters, has offered opinions concerning, inter alia, (1) whether the Directors adequately informed themselves, acted in good faith and used the requisite care in authorizing the Deep Well transaction; (2) whether the Defendants made adequate disclosures to the public regarding the Company’s business plan and operations; and (3) whether the Lawyers used the requisite care in providing advice in connection with the Deep Well transaction and the Company’s public disclosures. {See Ferchill Deck, dated December 8, 2005, Doc. 225). Defendants argue that these opinions are irrelevant in light of the Sept. 29 Order. As noted above, the court has reconsidered certain holdings in the Sept. 29 Order such that Ferchill’s duty of care opinions may still be relevant. To the extent that Ferchill opines about the duty of care owed by the Directors to the Company’s creditors, such opinions must be excluded as they no longer relate to any live controversy before the court. Defendants also challenge Ferchill’s opinions as offering nothing more than inadmissible legal conclusions. An expert witness may not offer testimony regarding legal conclusions. Askanase v. Fatjo, 130 F.3d 657, 672-73 (5th Cir.1997); see also Sowell v. United States, 198 F.3d 169, 171-72 (5th Cir.1999) (upholding exclusion of expert opinion as to what a reasonable executor would have done under the same facts). In Askanase, the plaintiffs corporate governance expert proposed to testify on “ ‘whether [the corporation’s] officers and directors fulfilled their fiduciary duties to the Company, its creditors, and shareholders. If not, how and to what extent did [they] breach their fiduciary duties.’ ” 130 F.3d at 673. In affirming the district court’s exclusion of this testimony, the Fifth Circuit concluded, “[w]hether the officers and directors breached their fiduciary duties is an issue for the trier of fact to decide. It is not for [the expert] to tell the trier of fact what to decide.” Id. The court finds that Ferchill can testify as to the standards of conduct applicable to directors in general, but he cannot t