Wednesday, January 20, 2021 In In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Aug. 21, 2020), a special committee of the board of directors of The We Company (the “Company”) sought to obtain certain privileged communication among management of the Company and its counsel in discovery arising from breach of contract and breach of fiduciary duty case. The Court held that management of a Delaware corporation (“Management”) does not have the authority to unilaterally preclude a director of the corporation from obtaining the corporation’s privileged information, an issue of first impression in the State of Delaware. In October 2019, Softbank Group Corp. and SoftBank Vision Fund (AIV M1) L.P. (together, “SoftBank”) proposed a number of transactions to ease the Company’s liquidity crisis. The board of directors (the “Board”) of the Company established a special committee of two disinterested directors (the “Special Committee”) that negotiated and consummated the Master Transaction Agreement (the “MTA”) with Softbank in order to address a liquidity crisis at the Company. The MTA (A) gave SoftBank (i) majority voting and economic control of the Company and (ii) the right to designate five of the Company’s ten directors (one of which would be designated chairman) and (B) required the Company’s founder Adam Neumann to execute a proxy giving voting control of his super-voting founder shares to the Board. In addition, the MTA contemplated a $3 billion tender offer for stock of the Company by SoftBank, subject to certain closing conditions (the “Tender Offer”). Rather than complete the Tender Offer, SoftBank terminated it on April 1, 2020 asserting that certain closing conditions had not been satisfied. Six days later, the Special Committee filed suit on behalf of the Company against SoftBank (the “Litigation”) asserting breach of contract under the MTA and breach of fiduciary duty as the controlling stockholders for advancing their own interests and using its control and influence to narrow the Company’s options and harm the minority shareholders.