Overview
- The court granted mandamus on October 3 and vacated a Southern District of Ohio order that had compelled production of internal investigation materials in a shareholder suit.
- Attorney-client privilege protects documents from outside counsel’s internal investigations even when the findings later inform business decisions, consistent with Upjohn principles.
- Work-product protection applies because the investigations were undertaken in anticipation of legal risk tied to federal inquiries, using an intensely practical, but-for assessment.
- Disclosure to independent auditors did not waive privilege or work-product protection, as waiver generally requires disclosure to an adversary.
- Plaintiffs moved on October 8 to seek clarification on whether facts conveyed by attorneys are privileged, and the appellate court has not yet ruled on that request.