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In a ruling this week, Vice Chancellor Lori Will addressed whether one-half of an evenly divided board could gain access privileged communications between the corporation and its long-time outside counsel. In re Aerojet...more
Directors owe fiduciary duties to the company. To make informed decisions and satisfy those fiduciary duties, directors generally have broad access to the company’s books and records, with a few exceptions. A corporate...more
The 10 most common client misconceptions about the attorney-client privilege - Protecting corporate confidences has become more challenging in the COVID-19 world, as directors and executives work from home and other...more
A recent decision by the Delaware Court of Chancery highlights risks for outside directors in using third-party email systems when communicating about confidential company matters. In that case, the court ruled that...more
Pandemic-Related Uncertainty Means Business Decisions Will Be Highly Scrutinized - As the COVID-19 pandemic continues to develop, guiding a business through this time of immense crisis means making decisions that gravely...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
Gilmore v. Turvo, Inc., C.A. No. 2019-0472-JRS (Del. Ch. Aug. 19, 2019). As several Delaware decisions teach, each director, as a member of the larger deliberative body that is the board, has a fundamental right to access...more
A federal district court recently held that an insurer waived any claim of attorney-client or work product privilege when it disclosed otherwise potentially privileged information to its reinsurers and to its broker. In doing...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