10/12/20

White Paper: The Who and Whose of the Attorney-Client Privilege in Mergers and Acquisitions

Related Practices

Attorneys & Professionals

In the midst of negotiations of any M&A transactions, the parties give brief, if any, attention to whether their confidential communications with their attorneys may fall into the other party’s hands following closing. However, courts over the past several years have cautioned that the protection of the attorney-client privilege may be limited under certain circumstances in mergers and acquisitions or may be lost altogether if selling parties do not appropriately address the privilege’s ownership in the definitive agreement. To retain the protection of this privilege for pre-closing communications in mergers and acquisitions, parties will want to understand the “who and whose” of the attorney-client privilege.

Click here to download a white paper, authored by members of the Vorys M&A and Private Equity Groups, that addresses these attorney-client communication issues and more.

About the Authors:

Jeff Fickes
Jeff is a senior M&A, private equity and corporate partner and chair of the Vorys private equity group. Jeff represents businesses located throughout the United States and internationally and is a trusted advisor to company owners, boards and senior executives on domestic and international merger, acquisitions, dispositions, joint ventures and other strategic transactions; private equity, venture capital, recapitalization and other debt and equity financings; and corporate governance and organizational matters. He can be reached at jafickes@vorys.com.

Bruce Paige
Bruce is a partner and chair of the Vorys M&A group. He regularly assists clients, including numerous Fortune 1000 corporations, health care providers and various state instrumentalities, in the structuring and negotiation of joint ventures, mergers and acquisitions, and other strategic transactions involving both private and public companies and related corporate governance matters. He can be reached at bppaige@vorys.com.

Lauren Brown
Lauren is an associate in the corporate group in the Vorys Columbus office. She assists both public and private companies in corporate and transactional matters, including mergers and acquisitions, securities offerings, proxy contests, periodic reporting and disclosure (Form 10-K, 10-Q and 8-K reporting and proxy statement disclosure) and corporate governance. Lauren regularly counsels companies on compliance with Securities and Exchange Commission regulations and with NYSE and NASDAQ rules. She can be reached at labrown@vorys.com.

About Vorys:

Vorys was established in 1909 and has grown to be one of the largest law firms with nearly 375 attorneys in seven offices in Columbus, Cincinnati, Cleveland and Akron, Ohio; Washington, D.C.; Houston, Texas; and Pittsburgh, Pennsylvania.  Vorys currently ranks as one of the 200 largest law firms in the United States according to American Lawyer magazine.