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.
Tekni plex full#
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.
Tekni plex pro#
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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