When and How Attorney-Client Privilege Applies to Communications With In-House Counsel

When a fund manager calls outside counsel, it is generally understood that the purpose of the call is to seek legal advice and that those communications will be protected from disclosure by attorney-client privilege. In contrast, when an officer or employee calls in-house counsel, the situation is not always cut and dried for many reasons, including that in-house counsel may have both legal and non-legal duties; communications may concern both legal and non-legal matters; and unnecessary persons may be party to the communications. A recent program featuring Dechert partner Christopher S. Ruhland explored the nuances of attorney-client privilege as it relates to communications with in-house counsel and debunked three common myths about the availability of privilege. This article summarizes Ruhland’s insights. For a recent in-depth look at attorney-client privilege, see our three-part series, “Protecting Attorney-Client Privilege and Attorney Work Product While Cooperating With the Government”: Establishing Privilege and Work Product in an Investigation (Mar. 23, 2017); Minimizing Cooperation Risks (Mar. 30, 2017); and Implications for Collateral Litigation (Apr. 6, 2017).

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