In re Grand Jury Subpoena
United States Court of Appeals for the First Circuit
274 F.3d 563 (2001)
Using fictitious names to protect grand jury secrecy, the court described how Oldco, a subsidiary of Newparent, pled guilty to defrauding the IRS and agreed to cooperate with the government, waiving its own attorney-client and work-product privileges. A grand jury subpoenaed Newparent for records about Oldco's "rebate program" predating Newparent's acquisition of Oldco, when Oldco was run by Roe and Moe with Lawyer as outside counsel. Roe, Moe, and Lawyer moved to quash, arguing a longstanding joint defense agreement made all their communications privileged; the district court denied the motion.
Whether communications between a corporate officer and the corporation's counsel may be individually privileged only to the extent they do not concern the general affairs of the company or the officer's official-capacity actions.