Jenner & Block

"Special Committees and Protecting Privilege: The Delaware Chancery Court Weighs In," The Corporate Counselor, Vol. 22, No. 10

In this article, Partners Thaddeus J. Malik, David M. Greenwald and Associate Mercedes M. Davis examine the impact of two recent unpublished decisions by the Delaware Chancery Court on the preservation of privilege over the reports and investigations of special committees designated to explore the alleged misconduct of a company’s current board member. The authors analyze the lessons learned from these cases and provide several suggestions for counsel to companies seeking to preserve the protections afforded by the attorney-client privilege and the work product doctrine, while ensuring that the board can properly discharge its the fiduciary duties.