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CALIFORNIA CORPORATE & SECURITIES LAW

Attorney-Client privilege In M&A Transactions

The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California’s Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651 (2014).  In this article, the authors, practicing attorneys Mattia V. Murawski and Brian R. Wilson, argue for an amendment to the California Evidence Code…

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Is The Attorney-Client Privilege An Asset?

Suppose that a corporation decides to sell all of its assets.  Do all assets include the attorney-client privilege?  In considering this question, I think it is useful to distinguish between the documents or other media that contain the privileged communications and the right to assert the privilege.  One would expect that, unless specifically excluded, assets…

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No Directors, No Officers, No Employees And No Agents – Now What?

Occasionally, a corporation may find itself with no directors and no management.  Yet, the corporation does not cease to exist. One might wonder what use can there be in a corporation deprived of head and limb.  In Melendrez v. Superior Court, 2013 Cal. App. LEXIS 343 (April 30, 2013), the corporation was maintained as a…

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