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Preserving the Privilege In the Corporate Setting
With government oversight intensifying, internal investigations are an essential tool for companies evaluating whistleblower allegations, as well as an important part of due diligence in preparation for a business acquisition or sale. Assessing the risks and liabilities of a potential transaction requires frank and open communication between the parties, including legal counsel. Understanding the scope and limitations of this privilege in transactional settings and who "holds" it is vital to its preservation.
The U.S. Supreme Court's decision in Upjohn v. United States, 449 U.S. 383, 392-95 (1981), confirmed the attorney-client privilege for business entities. Upjohn extends the scope of the company's privilege to attorney-client communications with managers and directors, and employees. Corporations rely on this privilege when conducting sensitive internal investigations. As the Upjohn court itself noted, an investigation in which corporate attorneys can only talk to managers is unlikely to yield meaningful information. Although Upjohn set the standard for the application of the attorney-client privilege within a corporation, it did not provide guidance on whether, or when, the privilege passes from one corporate entity to another.
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Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs
A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.
Coverage Issues Stemming from Dry Cleaner Contamination Suits
In recent years, there has been a growing number of dry cleaners claiming to be "organic," "green," or "eco-friendly." While that may be true with respect to some, many dry cleaners continue to use a cleaning method involving the use of a solvent called perchloroethylene, commonly known as perc. And, there seems to be an increasing number of lawsuits stemming from environmental problems associated with historic dry cleaning operations utilizing this chemical.