Official Committee of Administrative Ex Rel. LTV Steel Co. v. Moran
802 F. Supp. 2d 947
N.D. Ill.2011Background
- ACC sues former LTV directors/officers for fiduciary breaches in the 2000–2001 restructuring efforts.
- Hunter Corporation, an LTV vendor, was a member of the ACC and pursued a claim against LTV; Hunter was dissolved in 2009 for tax reasons and later reinstated in Delaware in 2011.
- Respondent law firm represented Hunter; an attorney (Sprayregen) connected to Respondent acted as Hunter’s counsel and later testified for the ACC.
- Defendants subpoenaed Respondent for documents relating to Hunter’s relationship with LTV; Respondent withheld some documents claiming Hunter’s privilege.
- The court held oral argument on whether Hunter’s attorney-client privilege survived in light of Hunter’s dissolution and windup.
- Court concludes Hunter has not died; the privilege continues during the windup because Hunter retains ongoing assets and management capable of asserting the privilege.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Hunter retain the attorney-client privilege after dissolution? | Defendants: privilege ends when corporate client dissolves. | Respondent: privilege survives during windup until matters are fully resolved. | Hunter retains privilege; motion denied. |
Key Cases Cited
- City of Rialto v. U.S. Dep't of Defense, 492 F. Supp. 2d 1193 (C.D. Cal. 2007) (definitive treatment of corporate privilege post-dissolution)
- Swidler & Berlin v. United States, 524 U.S. 399 (S. Ct. 1998) (policy favoring privilege to encourage full and frank communication)
- Reilly v. Greenwald & Hoffman, LLP, 196 Cal. App. 4th 891 (Cal. App. 2011) (windup privilege for defunct corporations during unresolved matters)
- Commodity Futures Trading Comm'n v. Weintraub, 471 U.S. 343 (U.S. 1985) (control of privilege during bankruptcy proceedings)