In Newspring Mezzanine Capital II, L.P. v. Hayes, No.14-1706 (E.D. Pa. Dec. 9, 2014), the district court held that, where counsel represented the predecessor entity and did not represent its owners, management of the surviving company in a merger controlled the attorney-client privilege.  In this case, counsel created a corporate vehicle, Utilipath Holdings (UH), to transfer ownership to New Utilipath (NU).  UH and its principals argued that they controlled the attorney-client privilege for communications that took place before the merger, either as managers of UH or as individual clients of counsel.  They demanded that NU produce privileged documents that remained on NU’s servers after the merger.  The court found no evidence that counsel represented anyone other than the predecessor company, and held that the control over privilege transferred to NU upon the merger.  The court noted that the engagement letter stated that counsel represented UH, and the signature line identified the signer as “manager” of UH.  No one separately signed as an individual.  UH, therefore, was counsel’s sole client.