Companies that retain financial advisors to assist in transactions necessarily share intimate confidential corporate information with them. But can they safely share legal advice with such advisors without risking a privilege waiver?
In Ayrton Capital LLC v. Bitdeer Technologies Group, No. 24-cv-5160 (LJL), 2025 U.S. Dist. LEXIS 41000 (S.D.N.Y. Mar. 7, 2025), plaintiff claimed that defendant waived privilege protection by disclosing to its financial advisor China Renaissance legal advice defendant had received from its counsel, Cooley LLP. S.D.N.Y. Judge Lewis Liman quoted an earlier opinion explaining that such disclosure waives privilege unless “the disclosure was needed to obtain legal advice.” Id. at *7 (citation omitted). He concluded that defendant had shared Cooley’s legal advice “to help China Renaissance handle the transaction” rather than “to facilitate the attorney’s provision of legal advice to a client” — and thus had waived privilege, unless some other nonwaiver argument prevailed. Id.
Defendant also argued that China Renaissance financial advisors were the “functional equivalent” of its own employees. Next week’s Privilege Point describes Judge Liman’s analysis of that nonwaiver argument.
