Last week’s Corporate Guide discussed one circumstance in the context of stockholder litigation where directors’ and officers’ emails may be requested and produced, a books and.
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In
In re WeWork Litigation, the Delaware Court of Chancery has held that a company’s communications with outside directors are not protected by attorney-client privilege. The directors had used outside email accounts for the communications.
The case has some unusual facts. But it stresses protecting communications with outside directors. In particular, companies should be alert to the potential exposure of confidential corporate communications to outside directors who use their own email accounts.
WeWork is suing SoftBank for alleged breach of a stock purchase agreement. A discovery dispute arose over documents that SoftBank withheld, claiming attorney-client privilege. The documents at issue were emails to or from SoftBank personnel. The personnel were also Sprint executives. They used their Sprint email accounts. Sprint is not party to the litigation. But some executives were simultaneously employed by both Sprint and SoftBank
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