Reference no: EM133857191

Question

Law firm is representing one of its clients, Foxberry Inc. in a transaction in which it will merge with FilosoFi, Inc. In a recent meeting, the client raised concerns about control of attorney-client privilege relating to pre-transaction communications with the law firm about business operations and transaction negotiations. The client stated that it would like to retain the privilege over any pre-merger attorney-client communications. Under the current terms of the merger agreement, which are still being negotiated, FiloSOFY, a New York corporation, will acquire all assets and control of Foxberry Inc., a Delaware corporation. FiloSOEY will continue to operate the acquired business as a division of the company. At this time attorneys for the parties have not yet agreed on whether the controlling law for the merger agreement will be New York or Delaware. You've been asked to research the New York and Delaware state law on what happens to control of privileged attorney-client communications upon closing of a corporate transaction. The assigning attorney as asked for the following work product: 1. A summary of the law regarding the ownership and control of pre-transaction attorney-client privilege in both New York and Delaware. Your summary should discuss and cite to any relevant primary law, which may include statutes, ethics rules or cases.