1. Attorney-Client Privilege Issues
in the
Corporate Setting

2. Privilege Issues

3. Who is “holder “ of the corporation privilege
Privilege Issues
Who is “holder “ of the corporation privilege

4. Privilege Issues Who is “holder “ of the corporation privilege
Who gets to claim the privilege or waive it

5. Privilege Issues Who is “holder “ of the corporation privilege
Who gets to claim the privilege or waive it
Whose intent will be taken to be corporation’s

6. Privilege Issues Who is “holder “ of the corporation privilege
Who gets to claim the privilege or waive it
Whose intent will be taken to be corporation’s
Whose law governs for determining scope and application of the privilege

7. Privilege Issues Who is “holder “ of the corporation privilege
Who gets to claim the privilege or waive it
Whose intent will be taken to be corporation’s
Whose law governs for determining scope and application of the privilege
What communications fall within privilege

8. Purpose of Privilege

9. Purpose of Privilege
Encourage full and frank disclosure

10. Purpose of Privilege Encourage full and frank disclosure
Promote public interest in securing observance of law and administration of justice

11. Evidence Rule 503 Protects

12. Evidence Rule 503 Protects
Confidential communications

13. Evidence Rule 503 Protects
Confidential communications
Made for purpose of facilitating rendition of legal services

14. Evidence Rule 503 Protects
Confidential communications
Made for purpose of facilitating rendition of legal services
To the client

15. Evidence Rule 503 Protects Communications Between:

16. Evidence Rule 503 Protects Communications Between:
Client (or its representative) and lawyer (or his/her representative)

17. Evidence Rule 503 Protects Communications Between:
Client (or its representative) and lawyer (or his/her representative)
Client’s lawyer and lawyer’s representative

18. Evidence Rule 503 Protects Communications Between:
Client (or its representative) and lawyer (or his/her representative)
Client’s lawyer and lawyer’s representative
Client or lawyer and lawyer representing a party with a common interest

19. Evidence Rule 503 Protects Communications Between:
Client (or its representative) and lawyer (or his/her representative)
Client’s lawyer and lawyer’s representative
Client or lawyer and lawyer representing a party with a common interest
Client representatives

20. Evidence Rule 503 Protects Communications Between:
Client (or its representative) and lawyer (or his/her representative)
Client’s lawyer and lawyer’s representative
Client or lawyer and lawyer representing a party with a common interest
Client representatives
Lawyers representing a client

21. What determines if communication is privileged

22. What determines if communication is privileged
Content

23. What determines if communication is privileged
Content
Purpose

24. What determines if communication is privileged
Content
Purpose
Who it is made by

25. What determines if communication is privileged
Content
Purpose
Who it is made by
Who it is made to

26. What does NOT determine if communication is privileged

27. What does NOT determine if communication is privileged
Participation of lawyer does not make it privileged

28. What does NOT determine if communication is privileged
Participation of lawyer does not make it privileged
Saying it’s privileged does not make it so

29. What does NOT determine if communication is privileged
Participation of lawyer does not make it privileged
Saying it’s privileged does not make it so
Distribution can affect determination of privilege

30. “Good cause” to invade privilege in derivative suits

31. “Good cause” to invade privilege in derivative suits
Plaintiff represents a substantial portion of the shareholders

32. “Good cause” to invade privilege in derivative suits
Plaintiff represents a substantial portion of the shareholders
Plaintiff appears to have a meritorious claim

33. “Good cause” to invade privilege in derivative suits
Plaintiff represents a substantial portion of the shareholders
Plaintiff appears to have a meritorious claim
Plaintiff shows a need for the information

34. Rule of Professional Conduct 1.13

35. Rule of Professional Conduct 1.13
In dealing with directors, officers, employees, members, shareholders

36. Rule of Professional Conduct 1.13
In dealing with directors, officers, employees, members, shareholders
Lawyer shall explain identity of the client

37. Rule of Professional Conduct 1.13
In dealing with directors, officers, employees, members, shareholders
Lawyer shall explain identity of the client
Lawyer’s first duty is to the client

38. Rule of Professional Conduct 1.13
In dealing with directors, officers, employees, members, shareholders
Lawyer shall explain identity of the client
Lawyer’s first duty is to the client
When organization’s interests are adverse to the individuals lawyer is dealing with

39. Corporate Miranda Warning

40. Corporate Miranda Warning
Mr. Jones began by providing our standard warning, which explained that:

41. Corporate Miranda Warning
Mr. Jones began by providing our standard warning, which explained that:
We are attorneys for the Company and not any individual, including Mr. White

42. Corporate Miranda Warning
Mr. Jones began by providing our standard warning, which explained that:
We are attorneys for the Company and not any individual, including Mr. White
The conversation was subject to the attorney-client privilege

43. Corporate Miranda Warning
Mr. Jones began by providing our standard warning, which explained that:
We are attorneys for the Company and not any individual, including Mr. White
The conversation was subject to the attorney-client privilege
The privilege could be waived by the Company if it so chooses.