The High Court has refused a bid by investors in Workhuman to inspect privileged legal advice obtained by the Irish technology company during negotiations for a proposed acquisition known as Project Whiskey.
Globoforce Group plc, trading as Workhuman, provides cloud-based employee recognition services and has joint headquarters in Dublin and Massachusetts. The judgment records turnover exceeding $1.1 billion and more than six million employee users across 180 countries.
Workhuman is suing Luxembourg Investment Company 276 SARL, Intermediate Capital Group plc and other defendants over the collapse of negotiations to acquire another employee-recognition company, Achievers. Workhuman alleges that the defendants initially supported the deal but later withheld consent unless their investment was restructured on terms giving them a more senior position. Those allegations are denied.
The present ruling concerned discovery rather than the merits of those claims. The defendants sought inspection of legal advice over which Workhuman claimed privilege and argued that, as shareholders or investors, they were entitled to see it.
Mr Justice Michael Quinn rejected that argument. He held that there is no status-based “shareholder rule” in Irish law giving shareholders an automatic entitlement to inspect legal advice obtained by a company. He also rejected the proposition that a joint interest in that advice arose merely from the shareholder relationship or from Workhuman’s pleaded claim that parties to its shareholder agreement owed duties of good faith.
The judge followed the reasoning of the Privy Council’s 2025 decision in Jardine Strategic, finding it consistent with the longstanding rule that a company is a separate legal person from its shareholders.
As a result, the court upheld Workhuman’s privilege claims across the contested document groups, including legal advice relating to Project Whiskey, antitrust issues and communications shared confidentially with Silverlake and former chairman Barry Moloney’s lawyers.
However, the defendants succeeded on narrower discovery issues. Workhuman was ordered to file a supplemental affidavit identifying where certain Category 10 and 23 documents had been listed and explaining why no hard-copy document collection was required. The defendants’ attempt to have Workhuman’s entire claim dismissed for discovery failures was rejected.