Enforcing Form D Filings – A Misguided State Policy
The American Bar Association’s Committee on State Regulation of Securities publishes The Blue Sky Bugle, a newsletter for lawyers who deal with the state regulation of securities. In a column for the December issue, Alan Parness of Cadwalader, Wickersham & Taft LLP wrote about the enforcement report issued last October by the North American Securities Administrators Association (aka NASAA). Alan Read more...
They May Be At The Gate, But Lawyers Are Not Gatekeepers
In the sixth century BCE, the king of Clusium (a city in Tuscany) attacked Rome. A one-eyed junior officer, Publius Horatius Cocles, took up the task of defending a key bridge, the Pons Sublicius, when his more senior officers were casting about in confusion. Centuries later, the English historian, politician and poet Thomas Babington MaCaulay immortalized Horatius’ valiant actions in his Lays of Ancient Rome: Read more...
Defining The Metes And Bounds Of A Director’s Absolute Right To Inspect
A year ago, I wrote this post discussing the Court of Appeal’s decision in Wolf v. CDS Devco, 185 Cal.App.4th 903 (2010). In that case, a director was removed shortly after filing an inspection demand pursuant to Corporations Code Section 1602. Before removal, the director inadvertently sent the corporation a copy of his complaint to enforce his inspection rights. The Read more...
Privilege and Work-Product
Imagine that one attorney, let’s call her Ms. Bennett, has a client, Ms. Austen. Ms. Bennett, of course, speaks with Ms. Austen. Suppose, however, that Ms. Bennett also speaks with another attorney in her firm, Mr. Darcy, about Ms. Austen’s case. Is the attorney-client privilege limited to just the communications between Ms. Bennett and Ms. Austen or is it sufficiently Read more...
When A Corporation Dissolves, Does The Attorney-Client Privilege Live On?
Generally, a corporation’s suit for legal malpractice results in a waiver of the attorney-client privilege. When the corporation’s suit is brought derivatively, however, the privilege is not waived. McDermott, Will & Emery v. Superior Court, 83 Cal. App. 4th 378, 383 (2000). Therein lies a problem. If the attorney-client privilege is not waived by the filing of a derivative suit for Read more...
