This post explains an exception to the attorney-client privilege that is recognized in many jurisdictions to allow minority owners of LLCs and corporations to attempt to obtain the privileged communications of their LLC or...more
This post explains the rules that apply to Illinois corporations and business entities organized in other jurisdictions. In most jurisdictions, shareholders and LLC members generally do not have the right to obtain...more
Under what is called the "fiduciary exception," a fiduciary's beneficiary sometimes may access otherwise privileged communications between the fiduciary and its lawyer – based on the law's artificial identification of the...more
In a rare opinion on derivative litigation issues, the Pennsylvania Supreme Court on January 23 reversed a lower court decision to reject the “good cause” exception to attorney-client privilege as set forth in Garner v....more
Morris v. Spectra Energy Partners (DE) GP, LP C.A. 12110-VCG (May 7, 2018) - The famous Garner case permits inspection of otherwise privileged communications when its strict criteria are satisfied....more
Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin’s...more
In-house counsel often communicate with corporate management under the assumption that these communications are protected by the attorney-client privilege— absent some type of unusual and extraordinary circumstance, such as...more
The Delaware Supreme Court’s decision in Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, No. 614, 2014 Del. LEXIS 336, 2014 WL 3638848 (July 23, 2014), a Section 220 “books and records” case...more
On July 23, 2014, the Delaware Supreme Court in Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW held that plaintiff stockholders, who make a showing of good cause, can inspect documents concerning a...more
In 1970, Richard Nixon was president, the 26th Amendment was still not part of the Constitution, and the Fifth Circuit Court of Appeals issued its opinion in Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970). In that...more