纽约约束"共同利益"原则（英文版）

In June 2016, New York's highest court reversed an important 2014 decision by an intermediate appellate court that had expanded the application of the common interest doctrine to commercial transactions, such as mergers, where litigation was neither pending nor anticipated. In Ambac Assurance Corporation v. Countrywide Home Loans,¹ the New York Court of Appeals reversed that effort and clarified the scope of the common interest doctrine—an exception to waiver of attorney-client communications—holding that it applies to communications between separately represented parties only if there is pending or anticipated litigation.

Thus, Ambac has articulated the circumstances in which the common interest doctrine may apply in New York: attorney-client communications disclosed to a third party remain privileged when (a) the third party shares a common interest, and (b) the communications are confidential, (i) in furtherance of the common legal interest, and (ii) related to