Privilege and Work Product
Attorney-Client Privilege
The client holds the privilege. For organizations, current management holds it and controls assertion and waiver, including as to communications occurring under prior management.
Counsel asserts the privilege on the holder's behalf but cannot waive it independently.
Alternative Names:
Holder of the Privilege, Privilege Owner
Why it Matters?
Control passing with management is the consequential rule in corporate contexts, because a successor entity or new controlling shareholder can waive privilege over communications from the prior regime. That matters in acquisitions, bankruptcies, and receiverships, where the party who made the communications loses control over them. Individual officers accordingly have no assurance that their communications with company counsel will remain protected.
Frequently Confused with
Related terms
Frequently asked questions
Who holds an organization's privilege?
What does that mean for individual officers?
