Tekni-Plex, Inc. v. Meyner & Landis
Court of Appeals of New York
674 N.E.2d 663 (1996)
The law firm Meyner & Landis (M&L) (defendant) represented Old Tekni-Plex on environmental compliance matters and then represented it again when it merged into an acquiring company, Acquisition, which continued the business as New Tekni-Plex; Tang, the sole shareholder of Old Tekni-Plex, agreed in the merger deal to cover Acquisition for any damages from his or Old Tekni-Plex's misrepresentations about the merger. After the merger, New Tekni-Plex (plaintiff) accused Tang of environmental-compliance misrepresentations and took him to arbitration, where M&L agreed to represent Tang; New Tekni-Plex sued to disqualify M&L from using confidential information M&L had gained representing Old Tekni-Plex, while also seeking access to M&L's files on the merger transaction itself. The trial court sided with New Tekni-Plex on both fronts, and Old Tekni-Plex appealed.
Whether a corporation that acquires another company in a merger also acquires control of the attorney-client privilege over the target's communications specifically about the merger transaction itself, in addition to the privilege over its general pre-merger business communications.