Glossary: Privileged Discussions

Privileged Discussions

Privileged Discussions or Attorney-Client Privilege or Attorney Work Product - Directors, like corporate officers, from time to time, seek advice of legal counsel. The content of their discussions with counsel is privileged from Discovery in a lawsuit under a legal doctrine known as Attorney-Client Privilege. If your legal counsel is present at your Board of Directors meeting, then your Secretary should say so in the corporate minutes. The Attorney-Client Privilege applies to discussions between directors and counsel at your Board of Directors meeting. Writing the substance of those discussions in your minutes may result in a waiver of the Attorney-Client Privilege so it is best to merely note with respect to the applicable resolution in the minutes that "Members of the board of directors and legal counsel engaged in a privileged discussion on this matter." Be forewarned that while an attorney's work product may be privileged from discovery, your notes of a privileged conversation with your counsel do not constitute attorney work product.

Disclaimer: The foregoing is intended to provide general information and may not be suitable in specific instances. The glossary information is not intended to be exhaustive, but rather to illustrate typical considerations. The material is provided with the understanding that it is not legal, accounting, tax or any other professional advice.

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