In 2003, the Securities and Exchange Commission adopted rules that purportedly immunized attorneys who, subject to specific conditions, reveal confidential information to the SEC. 17 C.F.R. § 205.3(d)(2) Technically, the...more
Last week, I dipped a toe into the difficult topic of what happens to the attorney-client privilege in merger and acquisition transactions. In that post, I framed a definitional question – is the attorney-client privilege an...more
Suppose that a corporation decides to sell all of its assets. Do all assets include the attorney-client privilege? In considering this question, I think it is useful to distinguish between the documents or other media that...more
California expects a lot from attorneys when it comes to client confidences and the attorney-client privilege.
- Evidence Code Section 955 imposes an affirmative duty on every lawyer who received or made a...more
Suppose a contract includes the following provisions:
“Founder is relying solely on her legal counsel and not on any statements or representations of the Company’s legal counsel for legal advice with respect to this...more
A few months ago, Vice Chancellor J. Travis Laster issued an interesting decision involving director inspection rights and the attorney-client privilege. Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). ...more
Yesterday, I discussed whether an SEC attorney might commit an ethical violation by encouraging an attorney to disclose her client’s confidences. That discussion was prompted by a recent posting by Lawrence A. West...more
Occasionally, a corporation may find itself with no directors and no management. Yet, the corporation does not cease to exist.
One might wonder what use can there be in a corporation deprived of head and limb. In...more
Yesterday, the Securities and Exchange Commission announced that it had filed a civil complaint against a California lawyer for “churning out baseless legal opinion letters for penny stocks through his website without...more
Because the California Corporations Code requires that the business and affairs of a corporation be managed by or under the direction of its board of directors, any decision of whether a corporation should bring suit on...more