3Com Corporation v. Diamond II Holdings, Inc.
Delaware Court of Chancery
2010 WL 2280734 (2010)
3Com Corporation (plaintiff) agreed to merge with Diamond II Holdings, Inc. (Diamond) (defendant). The merger agreement stated that Delaware law would govern any interpretation issues or disputes arising from the agreement. Ultimately, the merger did not go through. 3Com filed suit seeking a $66 million termination fee that was provided for in the merger agreement. During discovery, Diamond sought disclosure of various merger documents covering communications between 3Com’s attorneys and its investment banker, Goldman Sachs. 3Com asserted the attorney-client privilege. For the assessment of whether the privilege applied, Diamond argued that Massachusetts law should apply because that was where the communications took place. 3Com argued that Delaware law should apply. The jurisdictions differed on the conditions under which the attorney-client privilege was deemed waived. Delaware law provided that the privilege was not waived by disclosure of attorney communications to an investment banker working on the same transaction.
Rule of Law
Holding and Reasoning (Noble, J.)
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