Attorney Client Privilege With Board Of Directors In Massachusetts
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FAQ
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.
Minutes of general meetings are usually made available to all members and, in the case of a charitable company, they must be. The following terms are frequently used in minutes. It is important that they are used consistently, and everyone involved understands their meaning.
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.
Instead, board minutes, or portions of board minutes, can be privileged under US law when they capture legal advice rendered either by in-house lawyers or external lawyers or discussions of ongoing litigation. Board participants should be aware of the potential for a waiver of the privilege.
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.
Finalized board meeting minutes must be distributed to all directors and shareholders, regardless of their attendance at the meeting. The board chairman must approve the minutes before distribution, ensuring the document reflects an accurate and concise record of the meeting.
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.
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.