Venture Law Group v. Superior Court

I. INTRODUCTION

In this original proceeding, we consider a writ petition filed by a law firm and a former firm attorney for extraordinary relief from the trial court’s discovery order compelling the attorney to answer deposition questions asked by real parties in interest about the legal advice given to the law firm’s corporate client regarding a merger. Petitioners contend that the successor corporation is now the holder of the attorney-client privilege of the merged client corporation, and because the successor corporation has not waived the privilege, the attorney cannot answer the deposition questions without violating the attorney-client privilege. We agree, and for that reason we will issue a peremptory writ of mandate to vacate the discovery order.

II. FACTUAL AND PROCEDURAL BACKGROUND

A. Background

According to the second amended complaint, the plaintiffs are Alok Singhania, Rajesh Swamy, Robert Adams, Amitabh Shah, and Vidya Damle (hereafter plaintiffs or real parties in interest). The defendants include Soft Plus, Inc., a California corporation (hereafter Soft Plus), Soft Plus, Inc., a Delaware corporation (hereafter SPDel), and U.S. Interactive, Inc.…