In-house counsel representing closely held corporations, beware! There’s some new case law in town providing authority on attorney-client privilege and the rights and duties of officers of such a business, especially in the context of intracompany disputes. Shep Davidson of Burns & Levinson gleans the following from the Supreme Judicial Court of Massachusetts in Chambers v. Gold Medal Bakery Inc.:
Adverse vs. Nonadverse Directors
A director who is not adverse to the company’s interests is entitled to equal access of legal advice given to the board about the company, even if she wasn’t on the board at the time the advice was dispensed, Davidson says. However, if the director is adverse to the company’s interests, this does not stand. The adverse director “is not entitled to obtain privileged communications between company counsel and other directors, nor is such director entitled to obtain access to the company’s ‘work product’ that is generally protectable from disclosure,” Davidson explains.
What Constitutes Legal Advice?
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