The Delaware Court of Chancery, in DLO Enterprises, Inc. v. Innovative Chemicals Products Group, LLC, C.A. No. 2019-0276-MTZ, letter op. (Del. Ch. June 1, 2020), finds the rule that a merger target’s attorney-client privilege regarding merger negotiations passes by statute to the surviving corporation absent an express contractual carve out does not apply in the context of an asset sale.
NEW: McGuireWoods discusses the decision in Delaware Court Clarifies Retention of Privilege in Asset Sales.
$$$ Law360 discusses the decision in Post-Transaction Privilege Lessons From Del. M&A Opinion.
Pepper Hamilton discusses the decision in Attorney-Client Privilege Does Not Pass to the Buyer in Asset Deal.
Stinson discusses the decision in Chancery Discusses Privilege Waiver in Context of Asset Purchase.