## Facts

- Steven C. Jacobs, former CEO of Sands China Ltd., was terminated and sued Las Vegas Sands Corp. and Sands China in Nevada state court, alleging breach of his employment agreement and related claims.
- On the day of his termination, Jacobs gathered and retained copies of corporate emails and documents that the corporations asserted were protected by the attorney–client privilege.
- The district court initially required Jacobs to provide the documents to an independent vendor for segregation of potentially privileged materials.
- The district court later granted Jacobs’s motion to use the disputed documents, reasoning that he fell within a “class of persons” entitled to view and use the corporations’ privileged communications related to his tenure as a senior executive.
- Las Vegas Sands and Sands China petitioned the Nevada Supreme Court for writ relief (prohibition or mandamus), challenging the order authorizing Jacobs’s use of allegedly privileged materials.

## Issues

1. Whether extraordinary writ relief is available to review a discovery order authorizing use of allegedly privileged documents.
2. Whether Nevada’s attorney–client privilege statutes permit a judicially created “class of persons” exception allowing a former corporate officer to use the corporation’s privileged communications against it after becoming adverse.

## Decision

- The Nevada Supreme Court granted the writ petition in part.
- The court held that writ review was appropriate because the discovery order presented a substantial privilege question and risked irreparable harm through disclosure and use of privileged material.
- The court held that a corporation’s current management is the sole holder of the corporation’s attorney–client privilege under Nevada law.
- The court rejected any judicially created “class of persons” exception that would allow a former executive to use privileged communications in litigation against the corporation based only on prior corporate status.
- The court directed the district court to vacate its order authorizing Jacobs’s use of the disputed documents and to reconsider the matter consistent with the Supreme Court’s interpretation of the privilege statutes.

## Legal Principles

- Discovery orders are generally reviewed for abuse of discretion, but writ relief may be granted when an order turns on a significant legal question of privilege and threatens irreparable harm.
- Interpretation of Nevada’s statutory attorney–client privilege is a question of law reviewed de novo.
- In the corporate context, the attorney–client privilege is held and controlled by the corporation acting through its current management, including decisions to assert or waive the privilege.
- Nevada’s privilege statutes do not authorize courts to create extra-statutory exceptions permitting former officers or fiduciaries to override the corporation’s assertion of privilege once their interests are adverse.
- Allowing a former executive to use privileged corporate communications against the corporation based solely on a former fiduciary role is inconsistent with the purpose of the attorney–client privilege.

## Conclusion

The Nevada Supreme Court ruled that only current corporate management controls the corporation’s attorney–client privilege and that Nevada law does not recognize a “class of persons” exception allowing a former CEO to use privileged corporate documents against the corporation; it granted writ relief and ordered the district court to vacate the order permitting such use.


Las Vegas Sands Corp. v. Eighth Judicial Dist. Court, 331 P.3d 905 (Nev. 2014)