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CALIFORNIA CORPORATE & SECURITIES LAW

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…

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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.…

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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…

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