In two recent
In re WeWork Litigation decisions,
Chancellor Andre G. Bouchard of the Delaware Court of Chancery
addressed attorney-client privilege in the corporate governance
context. Both decisions stem from discovery disputes in lawsuits
brought against SoftBank Group Corp. and its affiliated fund
(collectively, SoftBank ) for SoftBank s alleged
breaches of its fiduciary duties as controlling stockholder and its
obligation under a Master Transaction Agreement, entered into in
October 2019, to use reasonable best efforts to purchase up to $3
billion of common stock of The We Company ( WeWork ) in a
tender offer. In each case, SoftBank opposed production of certain
documents and communications, asserting that they were protected by