Trouble with images? View as a Web page.

 
Polsinelli - Financial and Fiduciary Litigation
         
 

November 2013

 

A Tale of Two States: Access to Attorney-Client Privilege Materials in Intra-Corporate Disputes Involving Close Corporations

 
 
             
 

Financial and Fiduciary Litigation Professionals:

 

Robert A. Henderson

Practice Area Chair

 

John M. Kilroy, Jr.

Practice Area Vice Chair

 

Todd H. Bartels
Charles R. Berry
Stacy A. Carpenter
Lauren Wojtowicz Cohen
Peter A. Corsale
John J. Curry, Jr.
Michael P. Cutler
S. Jay Dobbs
Michael S. Foster
William J. Gust
Larry K. Harris
Melissa S. Ho
Wesley D. Hurst
Paula S. Kim
Rodney L. Lewis
James P. Martin
Brendan L. McPherson
James R. Miller
Mark A. Olthoff
Robert A. Penza
Robert J. Selsor
Leon B. Silver
Paul D. Sinclair
Helmut Starr
Thomas H. Wagner
Robert E. Ward II
Paul R. Wood

 

To learn more about our Financial and Fiduciary practice, or to contact one of our attorneys, click here.

 

View Polsinelli documents on JD Supra  
LinkedIn Twitter Facebook Inside Law Podcast Connect with us on LinkedIn. Connection with us on Twitter. Connect with us on Facebook.

 

   

Most people communicating with their lawyer rightfully believe their discussions are privileged and cannot be disclosed to others without permission. However, when litigation ensues, because the attorney-client privilege interferes with full discovery and testimony, the privilege is strictly construed. Particularly in the context of disputes between shareholders, directors, officers and corporations, the lines have become blurred whether, and to what extent, otherwise privileged communications may be discovered in litigation. Two courts recently reached opposite results in deciding whether privileged communications should be produced to the parties' adversaries in litigation. While both courts were careful to note that they were basing their decisions upon the peculiar facts in the case, the differing results are remarkable.

In Chambers v. Gold Medal Bakery, Inc., 983 N.E.2d 683 (Mass. 2013), the Massachusetts Supreme Court held that directors/shareholders of a closely-held company who were adverse to the corporation did not have the right to obtain privileged corporate communications. The Court recognized that, although directors may generally have a right to access the company's books and records, and have fiduciary duties to manage the corporation, those principles are premised on the notion that the interests are not adverse to those of the corporation.

To download the full Alert, click here.

For More Information

For more information on the contents of this e-Alert, please contact:

 


About Financial and Fiduciary Litigation

The Financial and Fiduciary Litigation practice delivers common sense advocacy in the most highly-regulated and complex areas of the law. Whether in Chancery Court in Delaware, federal or state courts throughout the United States, or before regulatory agencies, exceedingly knowledgeable trial lawyers work closely with the firm's corporate finance transactional attorneys to provide seamless representation of our clients. [More ...]

 
             
             

             
 

Chattanooga  Chicago  Dallas  Denver  Edwardsville  Jefferson City  Kansas City  Los Angeles  New York  Overland Park
Phoenix  St. Joseph  St. Louis  Springfield  Topeka  Washington, D.C.  Wilmington  
www.polsinelli.com

 
             
 
 

ABOUT POLSINELLI

real challenges. real answers.SM  
Serving corporations, institutions, entrepreneurs, and individuals, our attorneys build enduring relationships by providing legal counsel informed by business insight to help clients achieve their objectives. This commitment to understanding our clients' businesses has helped us become the fastest growing law firm in the U.S. for the past five years, according to the leading legal business and law firm publication,
The American Lawyer. Our more than 680 attorneys in 17 cities work with clients nationally to address the challenges of their roles in health care, financial services, real estate, life sciences and technology, energy and business litigation. The firm can be found online at www.polsinelli.com. Polsinelli PC. In California, Polsinelli LLP.

 
 
             
 

To update your email preferences, please contact Kim Auther at KAuther@polsinelli.com. To opt out of these communications, click the unsubscribe link below.

Polsinelli provides this material for informational purposes only. The material provided herein is general and is not intended to be legal advice. The choice of a lawyer is an important decision and should not be based solely upon advertisements.

Copyright © 2013 Polsinelli PC.

 
             
Connect with us on LinkedIn. Connection with us on Twitter. Connect with us on Facebook.