Director's Access to Company's Privileged Information Upheld Despite Proxy Contest

Barry Klayman & Mark Felger (Wilmington), writing in the Delaware Business Court Insider, review a recent decision by the Court of Chancery in Delaware holding that where two halves of a deadlocked board are competing in a proxy contest, neither side could benefit from the company’s resources, including its privilege, to the exclusion of the other. The opinion is significant not only for what it says about a director’s access to the company’s privileged information, but also for what it says about the role of outside counsel faced with a divided board.

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Mark E. Felger

Co-Chair, Bankruptcy, Insolvency & Restructuring

(302) 295-2087

Barry M. Klayman

Of Counsel

(302) 295-2035

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