In Garner v. Wolfinbarger (430 F.2d 1093 [5th Cir 1970], cert denied 401 U.S. 974 [1971]), the Fifth Circuit held that a corporation's right to assert the attorney-client privilege against its shareholders, in a shareholder derivative action where the corporation is in suit against its stockholders on charges of acting "inimically to stockholders interests," is "subject to the right of stockholders to show why it should not be invoked in the particular instance." (Id. at 1103-04.) The court reasoned that management and shareholders had a "mutuality of interest" in management's "freely seeking advice when needed and putting it to use when received" (id. at 1101), and that management did not manage for itself: "the beneficiaries of its actions are the stockholders." (Id.) Thus, "management judgment must stand on its merits, not behind an ironclad veil of secrecy which under all circumstances preserves it from being questioned by those for whom it is, at least in part, exercised." (Id.) The court remanded the case to the district court for a finding whether there was good cause to prevent the invocation of the privilege. (See Garner v. Wolfinbarger, 56 F.R.D. 499 [S.D.Ala. 1972] [on remand, finding good cause for disclosure].) The district court held that attorney-client privilege is not applicable against plaintiff shareholders suing a corporation derivatively. In affirming that decision, the Fifth Circuit held that "where the corporation is in suit against its stockholders on charges of acting inimically to stockholder interests, protection of those interests as well as those of the corporation and of the public require that the availability of the privilege be subject to the right of the stockholders to show cause why it should not be invoked in the particular instance." Garner, 430 F.2d at 1103. The court stated that "there are many indicia that may contribute to a decision of presence or absence of good cause." Garner, 430 F.2d at 1104.