In a recent case of Globoforce Group vs Luxembourg Investment Company, the plaintiff Company claimed privilege over certain discovery documents.
The questions that arose was whether the Company was entitled to assert legal advice privilege over a shareholder.
The shareholder argued that as a co-owner of the Company he was entitled to advice which the Company had been given pursuant to what is called “the shareholder rule”.
Judge Michael Quinn in the High Court decided otherwise and followed a 2025 decision of the Privy Council in the UK in Jardine Strategic Limited vs Oasis Investments. In this case the Court held that the company was not obliged to share legal advice which it obtained on behalf of the company to an individual shareholder. In the High Court, Judge Quinn said that the shareholder has proprietary (ie ownership) rights to his or her shares but not to the company’s assets and the company’s assets include legal advice.
The Court held that a shareholder is not without rights i.e. would be entitled to information as set out in its Constitution, but not legal advice given to the Company.
This is an interesting case and very much copper fastens the principle of separate legal ownership between a Company and its owners.
For further information on this or any other a company law/commercial matter please do not hesitate to contact Brendan Dillon or Simone Murray on 01-2960666.
