In a lengthy 4-2 decision, the New York Court of Appeals struck down the State Department and rejected the Interim Court of Appeals` attempt to extend the scope of the doctrine of common interest to communications that do not involve ongoing or reasonably expected litigation. [7] Thus, in Ambac, the Court of Appeals held, as in the boA-Countrywide submissions, that if the application is not met, the doctrine of the common interest does not apply to merger communications, although such communications are made to pursue a common purpose (concluding the merger). [8] The applicant`s theory that the documents were privileged was based on the argument that the documents had been established in favour of the applicant, the applicant`s parent company and the third party (which subsequently merged with the applicant`s parent company). The documents were a series of diagrams and other work products describing the nature of the distribution agreement between the complainant and the defendant and describing how best to „exploit“ them in the merger. The documents were prepared and shared with the applicant`s parent company by counsel for the third entity after the merger agreement was implemented, but prior to the completion of the merger. In order for the documents to remain privileged, the applicant had to demonstrate that a common interest applies to the protection of the disclosed documents. The court defined the purpose as „all documents containing information or analysis on the status of the [enforcement] authority verification process, including, but not limited to: the status of the ongoing dialogue and discussions between [the defendant] and [the Agency]; The general nature and status of the agency`s feedback; The status of the sales process for potential … divestitures related to this merger; report and updated on the state of the merger and [the Agency] other review process … Executives and staff who… Merger (including lawyers). It appears that the Delaware courts, and more recently the Supreme Court, have a narrow view of what constitutes sufficient legal interest to invoke the doctrine of the common interest, at least in the context of late disclosure of concentrations.