- 8 -
(Ga. 1998) (“the corporate attorney-client privilege belongs to
the corporation, not to an officer or employee of the
corporation”) with Commodity Futures Trading Commn. v. Weintraub,
471 U.S. 343, 348-349 (1985) (“for solvent corporations, the
power to waive the corporate attorney-client privilege rests with
the corporation's management”). By analogy to a corporation,
International argues that, when a limited liability company makes
a confidential communication to an attorney for the purpose of
obtaining legal advice, the privilege to prohibit disclosure of
that communication belongs to the company and not to its members.
By further analogy to the corporate situation, International
argues that only management has the authority to assert that
privilege. See Commodity Futures Trading Commn. v. Weintraub,
supra (management’s power to waive solvent corporation’s
attorney-client privilege is normally exercised by its officers
and directors).
The Georgia Limited Liability Company Act allows management
of the business and affairs of a limited liability company to be
vested in one or more managers, to the exclusion of the members.
See Ga. Code Ann. sec. 14-11-304 (2003). We have in evidence the
operating agreement of Surgery Center (the operating agreement).
The operating agreement vests management of the company in a
single manager [Manager], who, to the exclusion of the members,
is given the power and authority on behalf of the company “to do
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Next
Last modified: May 25, 2011