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Attorney-Client Privilege in M&A Deals: Ethics, Best Practices, and Traps for the Unwary

30 minutes of Ethics credit available

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, March 27, 2024

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the developing body of case law on who controls the privilege when litigation arises after a deal has closed and the implications for M&A practitioners.


Attorney-client privilege issues abound in M&A transactions due to the disclosure of sensitive information between prospective deal parties during due diligence and negotiations, as well as the disclosure of deal-related documents to financial advisers and other third parties.

Accordingly, counsel advising deal parties should familiarize themselves with how privilege operates in a deal setting, including risks of privilege waiver.

Our panel will guide deal counsel in navigating the challenges of recognizing and effectively addressing the attorney-client privilege in M&A transactions. The panel will discuss when and how the attorney-client privilege is implicated in communications between prospective deal parties and members of the transaction team, such as investment bankers and other financial advisers.

Listen as our authoritative panel of attorneys examines current issues surrounding the attorney-client privilege in the context of M&A deals, including who holds the privilege, how it can be waived, and how to shield the information. In addition, the panel will discuss their insights and best practices to preserve and control the privilege.



  1. Overview of attorney-client privilege issues in the context of M&A
  2. Pre-closing privilege issues
    1. Common interest doctrine
    2. Waiver issues relating to financial advisers
  3. Post-closing privilege issues
  4. Privilege issues relating to transaction communications
  5. Best practices to preserve the privilege


The panel will review these and other key issues:

  • What lessons do recent court rulings offer M&A counsel in developing best practices and advising deal parties to protect privileged communications?
  • In what circumstances can counsel assert the privilege--and how can counsel navigate the gray areas?
  • How does the common interest doctrine factor into assessing privilege protection when litigation ensues post-closing?


Schomig, Jeffrey
Jeffrey Schomig

Wilmer Cutler Pickering Hale and Dorr

Mr. Schomig is a highly regarded practitioner of legal privileges, including the attorney-client, work product,...  |  Read More

Silverman, Lawrence
Lawrence Silverman

Sidley Austin

Mr. Silverman has vast experience in antitrust, class action, mass action and commercial litigation matters. His...  |  Read More

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