Buyer Can Access Pre-Acquisition Attorney-Client Communications

The Delaware Court of Chancery has held that pre-merger communications — including those relating to the negotiation of the merger itself — pass to the surviving corporation in the merger, absent a contractual provision to the contrary. Thus, the buyer … Continue reading

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No “Selective Waiver” of Attorney-Client Privilege

To show that they are good citizens, public companies are often encouraged by the government to investigate wrong-doing by their employees and then to take corrective action. Often these internal investigations are conducted by outside legal counsel, who prepare a … Continue reading

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Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

In Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March … Continue reading

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Dealing With a Financially Weak Corporation

Knowingly dealing with a thinly capitalized corporation and not asking for a guaranty will make it tough to pierce the corporate veil. This is illustrated by the case of Fusion Capital Fund II, LLC, v. Ham, 614 F.3d 698 (7th … Continue reading

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A Risk of Making Threats in Disputes

When there is a business dispute, a party sometimes wants to use the maximum leverage possible. Caution should be exercised to make sure that the effort to exercise leverage does not boomerang. One of the common ways that parties seek … Continue reading

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Whom Does an Attorney Represent When a Number of Parties Are Involved?

The case of Chang v. Lederman (2009) 172 Cal. App. 4th 67, while dealing with the obligations of an estate planning lawyer to beneficiaries of the estate, may be of interest to participants in business transactions or business enterprises. Facts … Continue reading

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Inspection Rights of Directors and Shareholders

Corporations Code section 1602 provides that: “Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind … of the corporation of which such person is a director….” … Continue reading

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