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(1) plaintiff enjoyed an independent attorney-client relationship with corporate counsel, or (2)the services of petitioner’s attorneys were sought for a fraudulent purpose. The court ruled that,because neither of these cases was applicable, the plaintiff was not entitled to the privilegeddocuments.9.The S.E.C.’s action against Allen Stanford is ongoing as this textbook goes to press, but it isclear he has violated multiple securities laws in committing a massive Ponzi scheme.10.Three issues were presented for resolution: (1) whether a shareholder may gain access to books and records involving related party transactions where any action seeking redress for breaches offiduciary duty associated with those transactions may be barred by the applicable statute of limitations or the doctrines of collateral estoppel or res judicata;(2) whether the corporation may limit review of board minutes by a shareholder investigating related party transactions implicating the duties of loyalty and good faith to items directly involving the transactions under scrutiny or whether a broader access to the minutes is necessary for proper assessment of board independence and compliance with fiduciary obligations; and (3) whether a corporation may condition its compliance with Section 220upon a confidentiality agreement that requires the requesting shareholder to maintain as confidential all nonpublic information which is provided toit. The court required nearly complete transparency, with a limited exception to allow UICI to prove that some documents might be confidential.39-12