Reilly

This is a shareholder derivative action by minority shareholder Mark S. Reilly against a corporation and its majority shareholder, Lena Brion, and as relevant here, the corporation’s outside counsel, Greenwald & Hoffman, LLP, and Paul E. Greenwald (together, Greenwald). The complaint alleges causes of action against Greenwald for negligent and tortious conduct for facilitating the majority shareholder’s conversion of corporate funds to her own use after she and Reilly agreed to dissolve the corporation.

Reilly appeals a judgment for Greenwald entered after the trial court sustained without leave to amend his demurrer to the amended complaint. Reilly contends the court erred by finding that under McDermott, Will & Emery v. Superior Court (2000) 83 Cal.App.4th 378 [ 99 Cal.Rptr.2d 622 ] (McDermott), the claims against Greenwald are barred because the corporation has not waived the attorney-client privilege covering communications between Brion and Greenwald that are the subject matter of the claims, and thus Greenwald cannot adequately defend himself. Reilly asserts McDermott *897 is inapplicable to a dissolved corporation, but that argument was recently rejected in Favila…