Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company Director
In the court's recent decision, Icahn Partners v. Francis deSouza, the plaintiff Icahn stockholders sought to use privileged and confidential information shared with them by their designated director in a complaint, asserting direct and derivative fiduciary claims against other directors.
February 07, 2024 at 09:03 AM
5 minute read
ContributorsTo fulfill their fiduciary duties to oversee and properly manage a corporation governed by the Delaware General Corporation Law (DGCL), directors have broad rights to the company's privileged and confidential information. Delaware courts have explained that directors are treated as joint clients with the company, and thus, share the company's privilege to legal advice provided to the company through its officers or directors, including if necessary to perform their fiduciary duties, privileged communications that occurred before such directors joined the board.
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