An officer title may jeopardize the attorney-client privilege if an in-house lawyer signs a contract

There are privileges to becoming a corporate officer (See my post of Feb. 28, 2006 for a few of them.) but there is at least one new concern that accompanies the promotion. Donna Besteiro, VP Legal Affairs & General Counsel of Dannon, quoted in a piece from Met. Corp. Counsel, Vol. 15, April 2007 at 64, raises the worry: “I am hesitant to sign a contract as a vice-president because of the attorney/client privilege issues that would bring up.” Someone might argue later that the lawyer had signed the agreement in the role of a corporate officer, not a lawyer, and thus waived the privilege as to the signer’s activities regarding the agreement.

This topic stands on the borderline between substantive legal issues and management issues (See my posts of May 30, 2005 regarding risks to the privilege when lawyers don’t report to the general counsel; Oct. 31, 2005 about the attorney-client privilege as it applies to corporate attorneys; Sept. 14, 2005 and references cited; and Oct. 24, 2005 for a summary of this privilege and other issues.).

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