Company versus own shareholder

Cadogan v Tolley [2011] EWHC 2286 (Ch).

A company is not generally entitled to assert privilege against its shareholders, since they have a joint interest in the advice received. This principle does not apply where the advice relates to potential proceedings between the company and the shareholder, since in those circumstances the interests of the company and shareholder are adverse.

A recent High Court decision demonstrates that the principle similarly does not apply where the advice relates to potential litigation against a third party who is alleged to have conspired with a shareholder against the company's interests, even if the shareholder's role in the conspiracy was unknown at the time the advice was received

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