![]() ![]() Acquisition, in turn, agreed to indemnify Tang and Tekni-Plex for any similar losses suffered by them.įollowing the transaction, Acquisition changed its name to "Tekni-Plex, Inc." (new Tekni-Plex). ![]() It further provided for indemnification of Acquisition by Tang for any losses incurred by Acquisition as the result of misrepresentation or breach of warranty by either Tang or Tekni-Plex. ![]() The Merger Agreement contained representations and warranties by Tang concerning environmental matters, including that Tekni-Plex was in full compliance with all applicable environmental laws and possessed all requisite environmental permits. Acquisition in return paid Tang the purchase price "in complete liquidation of Tekni-Plex," and all of Tang's shares in Tekni-Plex the only shares outstanding were canceled. Tekni-Plex conveyed to Acquisition all of its tangible and intangible assets, rights and liabilities. Under the Merger Agreement, Tekni-Plex merged into Acquisition, with Acquisition the surviving corporation, and Tekni-Plex ceased its separate existence. The two instant lawsuits grow out of that transaction.Īcquisition was a shell corporation created by the purchasers solely for the acquisition of Tekni-Plex. M&L represented both Tekni-Plex and Tang personally. In March 1994, Tang and Tekni-Plex entered into an Agreement and Plan of Merger (the Merger Agreement) with TP Acquisition Company (Acquisition), whereby Tang sold the company to Acquisition for $43 million. Additionally, during this period M&L represented Tang individually on several personal matters. Similarly, the law firm apparently assisted the company in an investigation by the New Jersey Department of Environmental Protection into Tekni-Plex's compliance with environmental laws. As the record indicates, M&L in the mid-1980's assisted Tekni-Plex in securing an environmental permit for the operation of a laminator machine at its Somerville, New Jersey, plant. During the *128 ensuing 23 years, M&L represented Tekni-Plex on various legal matters, including environmental compliance. From that time until the corporation's sale in 1994, Tang was also the president, chief executive officer and sole director of Tekni-Plex.Īppellant Meyner and Landis (M&L), a New Jersey law firm, was first retained as Tekni-Plex counsel in 1971. In 1986, Tang became the sole shareholder of Tekni-Plex. Tang was both a director and a shareholder of the company. For nearly 20 years, from 1967 to 1986, Tekni-Plex had 18 shareholders and was managed by a five-member Board of Directors. Tekni-Plex, Inc., incorporated under the laws of Delaware in 1967, manufactured and packaged products for the pharmaceutical and other industries. First, can long-time counsel for the seller company and its sole shareholder continue to represent the shareholder in the dispute with the buyer? And second, who controls the attorney-client privilege as to premerger communications? We conclude that counsel should step aside, and that the buyer controls the privilege as to some, but not all, of the pre-merger communications. Judges SIMONS, TITONE, BELLACOSA, SMITH, LEVINE and CIPARICK concur.Ĭentral to this appeal, involving a dispute over a corporate acquisition, are two questions. Green for respondent in the first and second above-entitled actions. Richards Spears Kibbe & Orbe, New York City (Linda Imes and Adam D. Smith of counsel), for appellant in the second above entitled action. Hazard, Jr., of the Pennsylvania Bar, admitted pro hac vice, for appellant in the first and second above-entitled actions Meyner and Landis (Cynthia Brooks, of the New Jersey Bar, admitted pro hac vice, of counsel), appellant pro se in the first above-entitled action and Curtis, Mallet-Prevost, Colt & Mosle, New York City (Turner P. Meyner and Landis, a New Jersey Partnership, Appellant.Ĭourt of Appeals of the State of New York. ![]()
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