Chancery Rules on Rights of Director to Corporate Information

Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013).

Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not based on the facts of this case.

Short Overview

This gem of a decision is both succinct and replete with useful information for the corporate litigator regarding what information a director of a corporation is entitled to receive and under what circumstances a director’s access to such data may be restricted, such as based on the attorney/client privilege. There is much more to it than that, and at only 10-pages, it’s one of the shorter Court of Chancery decisions one will find, so read the whole thing. Compare: Recent Chancery decision in Comverge case highlighted on these pages at this link, that addressed an attorney/client privilege issue in a different context.

Professor Bainbridge provides helpful insights on this case as well as a comparison on the issue addressed in this matter with a decision by former Chancellor Allen.

Thomson Reuters provides a helpful article by Frank Reynolds about the case, available at this link.  As a courtesy to Frank for allowing me to link to his article, I refer the reader to: “Westlaw Journals blog, part of the Thomson Reuters The Knowledge Effect site, features content from all 32 Westlaw Journals titles, including Delaware Corporate, edited by Frank Reynolds.”