Privilege and Work Product in Corporate Law: Avoiding Waiver, Managing Risk, and Extending Protection to Third Parties

This session establishes the groundwork for understanding attorney-client privilege and work product doctrine in corporate settings. Participants will explore how these protections vary across jurisdictions and learn the critical distinction between legal advice and business advice.

Navigate the complexities of client identification when entities act through human beings, from 50/50 ownership disputes to minority shareholders. This session covers essential practices including proper documentation, Upjohn warnings, and managing mission creep for in-house counsel.

Learn strategies for maintaining privilege when working with PR consultants, accountants, litigation funders, and other third parties. This session examines the Kovel doctrine, functional equivalent doctrine, and common interest privilege across various jurisdictions.

Master the essential elements of conducting privileged internal investigations, from selecting appropriate counsel to proper documentation practices. Participants will learn interview protocols, confidentiality requirements, and timing considerations for work product protection.

A short intermission allowing participants to refresh before continuing with the remaining program sessions.

Explore the complexities of maintaining privilege across international boundaries, including the touch-base test and varying treatment of in-house counsel globally. This session addresses GDPR considerations, regulatory investigations, and strategies for protecting privileged materials in multinational contexts.

Examine the ethical duties triggered when wrongdoing is discovered within an organization under Model Rule 1.13. Learn the scale of remedial actions available, from internal resolution to permissible disclosure, while balancing confidentiality obligations.

Develop practical skills for litigation holds, privilege log preparation, and handling inadvertent production under Federal Rule 502. This session covers AI-assisted review limitations, joint defense agreements, and protecting privilege in due diligence and transactions.