News & Analysis as of

Attorney-Client Privilege Contract Terms

Robins Kaplan LLP

Unintended Consequences: Don’t Forget the Litigation Risks When Getting a Deal Done

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Transactional attorneys play a key strategic role in drafting essential documents, such as corporate formations and contracts, on behalf of corporate clients. With a client’s current needs at the forefront—often accompanied...more

Shumaker, Loop & Kendrick, LLP

Tort Choice-of-Law Principles Apply to Bad Faith Claims

In a recent decision, the Ohio Supreme Court held that Section 145 of the Restatement of the Law 2d, Conflict of Laws must be applied when determining the state law applicable to an insured’s bad faith claim. Noting that bad...more

Holland & Knight LLP

Providers Negotiating with Doctors Who Have Restrictive Covenants Beware

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Providers negotiating with doctors and other medical professionals who are bound by enforceable restrictive covenants is tricky business. By virtue of his/her/their position, these physicians may owe fiduciary duties to the...more

Snell & Wilmer

Want to Get the Most Out of Your Contract? Use It!

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Many an initial construction dispute attorney-client conference sounds like this: Client: “I have a contract dispute with my [owner/design professional/contractor/subcontractor].” Attorney: “Ok, what does your contract say?”...more

Hinshaw & Culbertson - Lawyers for the...

Illinois Appellate Court Affirms That Attorney Representing a Closely Held Business Does Not Owe a Duty to its Managing Member

An appellate court in Illinois declined to expand the scope of the third-party beneficiary theory espoused in Pelham v. Griesheimer, 92 Ill.2d 13 (1982) and affirmed summary judgment in favor of the law firm and its partners....more

Fox Rothschild LLP

Confidential. To a point. The Business Court Takes On “Attorneys’ Eyes Only” Designations

Fox Rothschild LLP on

When it comes to confidentiality designations, “Attorneys’ Eyes Only” (“AEO”) typically offers the most stringent level of “protection” for sensitive information disclosed during a case. No one except the attorneys can see...more

Kramer Levin Naftalis & Frankel LLP

Who Owns the Attorney-Client Privilege of a Seller After the M&A Deal Closes?

When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more

Troutman Pepper

Attorney-Client Privilege Does Not Pass to the Buyer in Asset Deal

Troutman Pepper on

A recent Delaware Court of Chancery decision confirms that, unlike in statutory mergers, the attorney-client privilege will remain with the target entity in an asset sale unless the attorney-client privilege is explicitly...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

White & Case LLP on

We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Latham & Watkins LLP

Protect Your Antitrust Privilege — Why M&A Dealmakers Must Take a Strategic Approach to Privilege

Latham & Watkins LLP on

Companies must mitigate risks to antitrust privilege posed by cross-border megadeals and increased regulatory demand for documentation. A strong M&A market has driven a high volume of megadeals across the globe in recent...more

Kramer Levin Naftalis & Frankel LLP

Delaware Court of Chancery Upholds a Seller’s Use of Contractual Provisions to Maintain Attorney-Client Privilege Over Premerger...

In a recent decision, the Delaware Court of Chancery ruled that the seller in a merger could enforce a provision in the merger agreement protecting its privilege over premerger emails with its counsel. Although pursuant to...more

White and Williams LLP

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

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Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

Troutman Pepper

Protecting Privileged Pre-merger Communications Through Contractual Provisions

Troutman Pepper on

In Shareholder Representative Services LLC v. RSI Holdco, LLC, the Delaware Court of Chancery held that the sellers of a target corporation retained the right to assert attorney-client privilege over pre-merger communications...more

Polsinelli

Delaware Court of Chancery Underscores Importance of Contracting Ahead of Time to Preserve the Seller's Attorney-Client Privilege...

Polsinelli on

The Delaware Court of Chancery recently issued an opinion driving home the point, once again, that attention should be paid to contractually providing for the retention of the attorney-client privilege by the selling company...more

Poyner Spruill LLP

Indemnification Clauses and Defining the Relationship

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We typically think an attorney-client relationship is something that has an unmistakable beginning. One day a client says, “I want you to be my attorney.” To which the attorney replies, “Sure, I will be your attorney.”...more

Hinshaw & Culbertson LLP

The Lawyers' Lawyer Newsletter - Recent Developments in Risk Management - June 2016

Disqualification — Substantially Related Matters — Waiver of Conflict by Lack of Diligence in Seeking Disqualification - State of Minnesota, et al v. 3M Company, Hennepin County (Minn.), Court File No. 27-CV-10-28862...more

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