A corporate defendant cannot invoke attorney-client privilege or the work-product doctrine against an active director who has filed a derivative lawsuit against the company and its board, the Delaware Court of Chancery has ruled. In issuing the opinion, which affirms a director’s right to access privileged material, the court granted a plaintiff’s motion to compel the production of documents related to the company’s legal counsel’s advice regarding a potential recapitalization.
"Just as internal discussions among investment bankers are relevant to transactional challenges and routinely produced, the internal discussions among lawyers are relevant and subject to production here," Vice Chancellor J. Travis Laster said in the court’s letter opinion in Kalisman v. Friedman.
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