Written by attorneys · grounded in primary & secondary sources — see below
3 senses
A person or entity in whose name shares are registered on behalf of a beneficial owner. A corporation's board may adopt a procedure allowing the beneficial owner to elect treatment as the record shareholder upon filing a beneficial ownership certificate, with the record shareholder then stripped of the corresponding rights.
A person or entity in whose name shares are registered on behalf of a beneficial owner. A corporation's board may adopt a procedure allowing the beneficial owner to elect treatment as the record shareholder upon filing a beneficial ownership certificate, with the record shareholder then stripped of the corresponding rights.
Select any source to read its text and confirm it supports the definition.
A prescribing physician or other medical professional who receives warnings from a drug or device manufacturer. The manufacturer's duty to warn runs to this professional rather than the patient, and adequate warnings to the professional satisfy the duty and break the causal chain to the patient absent inadequacy or misleading content.
Select any source to read its text and confirm it supports the definition.
A third person whose presence during attorney-client communications is reasonably necessary to facilitate the exchange. Such presence does not destroy the privilege when the circumstances show an intent to maintain confidentiality.
Select any source to read its text and confirm it supports the definition.
A prescribing physician or other medical professional who receives warnings from a drug or device manufacturer. The manufacturer's duty to warn runs to this professional rather than the patient, and adequate warnings to the professional satisfy the duty and break the causal chain to the patient absent inadequacy or misleading content.
A third person whose presence during attorney-client communications is reasonably necessary to facilitate the exchange. Such presence does not destroy the privilege when the circumstances show an intent to maintain confidentiality.
Each sense below has its own examples, sources, and questions.
Insight Consulting holds shares of Imperial Motors registered in its name for the account of Ironwood Capital. Imperial Motors board adopts a beneficial ownership certificate procedure. Ironwood Capital files the certificate electing treatment as record shareholder. Ironwood Capital thereby gains voting and inspection rights while Insight Consulting loses those rights for the same shares.
The Act permits a corporation's board to create a procedure allowing the beneficial owner to file a certificate and be treated as the record shareholder. Once the procedure applies, the record shareholder loses the corresponding rights and privileges.
Supporting sources
Isabelle Inman receives a prescription for a new antibiotic from Dr. Ian Iverson. The manufacturer had sent detailed risk disclosures to Dr. Iverson but none directly to patients. Isabelle suffers a severe reaction listed in those disclosures. Her failure-to-warn claim against the manufacturer fails because the physician received adequate warnings.
Imani Idowu undergoes surgery in which Dr. Isaiah Ishikawa implants a medical device. The manufacturer provided risk information solely to physicians. Imani later sues claiming inadequate patient warnings. The claim is dismissed because the manufacturer satisfied its duty by warning the learned intermediary physician.
Integrity Partners distributes a cardiac device. Its warnings to physicians detail known risks. A patient sues after injury, offering only general evidence that physicians knew of risks from other sources. The court grants summary judgment because the plaintiff failed to show that a better warning would have altered the prescribing physician's decision.
The plaintiff must show that the warnings given to the physician were inadequate or misleading and that an adequate warning would have changed the physician's prescribing decision. Generalized evidence of physician risk awareness is insufficient.
Supporting sources
Iris Irons consults her attorney about a sensitive matter while her longtime assistant Ismael Ibrahim remains in the room to take notes and clarify facts. Opposing counsel later seeks the notes. The court upholds the privilege because the assistant's presence was reasonably necessary and confidentiality was intended.
No. The privilege survives when the third person's presence is reasonably necessary to the communication and the circumstances demonstrate an intent to keep the communication confidential.
Supporting sources