Attorney Client Privilege With Board Of Directors In California
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For publicly listed companies in the U.S., members of the board of directors are elected by shareholders at the annual meeting. Board candidates can be nominated by the board's nominating committee or by investors seeking to change a board's membership and policies.
Evidence Code 954 Explained Your attorney is required by law to refuse to divulge the contents of client communications if anyone asks them to, citing "attorney-client privilege:" You have the right to forbid your attorney (along with any relevant third parties) from disclosing information designated as confidential.
Who Should Not Serve On A Board Of Directors? Those Who Lack Objectivity. People Who Are All Talk And No Action. Those Who Are Conflict-Averse. People Who Don't Play Well With Others. Those Who Are Greedy. People Who Are Resistant To Change. People Who Are Not Team Players. People Who Don't Believe in the Mission.
A lawyer serving as an outside director has the same duty of care as any other outside director, and the same exposure to liability. The lawyer's skill and knowledge must be brought into the boardroom in the interest of the corporation.
Lawyers with a broad skill-set should not be discounted as potential non-executive directors. There is room for lawyers in this role, but only those lawyers who have all the skills that the board is looking for.
Crime or Fraud Exception. If a client seeks advice from an attorney to assist with the furtherance of a crime or fraud or the post-commission concealment of the crime or fraud, then the communication is not privileged.
Board minutes often contain information that is subject to the attorney-client privilege and that directors may prefer to keep confidential. However, most jurisdictions allow stockholders to inspect corporate books and records, including board minutes.
There are two major exceptions to the lawyer-client privilege under the California Evidence Code, as discussed below. 2.1. Crime or fraud. 2.2. Preventing death or substantial physical harm.
