12 V.S.A. § 1613: Lawyer-corporate client privilege

Communications otherwise privileged under Rule 502 of the Vermont Rules of Evidence are privileged with respect to a corporation only if the representative client is a member of the control group of the corporation, acting in his or her official capacity. However, if the communications are with a representative client who is not a member of the control group, such communications are privileged only to the extent necessary to effectuate legal representation of the corporation. For purposes of this section, “control group” means:

(1) the officers and directors of a corporation; and

(2) those persons who:

(A) have the authority to control or substantially participate in a decision regarding action to be taken on the advice of a lawyer; or

(B) have the authority to obtain professional legal services or to act on advice rendered pursuant thereto, on behalf of the corporation.