In the course of providing legal services to a client, a lawyer may be asked to prepare a report or summarize an investigation for a corporation’s board of directors, with the understanding that the report will also be shared with the corporation’s officers and directors or even shareholders. This is a common occurrence, even though the attorney-client relationship may only exist between the lawyer and the board of directors. The board and the lawyer may agree that the lawyer’s report will be shared with others for the purpose of disseminating information (or even as support for a decision made by the board).

Imagine a situation when the officers and directors rely on the lawyer’s opinion to their detriment, or where the officers and directors (or shareholders) make claims against the board based on what is in the report. Can the officers and directors sue the lawyer for providing negligent advice that they relied on, even without an attorney-client relationship? Can the board sue the lawyer for creating risk for them by preparing a report that caused others to bring claims against the board?

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