Federal Court Finds “Oral Downloads” to SEC Waived Attorney Work Product Protection

January 05, 2018

U.S. Magistrate Judge Jonathan Goodman, in the Southern District of Florida, ruled last month that outside counsel’s “oral downloads” of internal investigation findings to the Staff of the Securities and Exchange Commission (“SEC” or the “Commission”) constituted waiver of protection under the attorney work product doctrine. Following that order, the parties continued to litigate the scope of the documents required to be disclosed until they resolved that aspect of the dispute. Although the parties' resolution suggests that this order will not be challenged on appeal, it remains a precedent that raises concerns about the consequences of companies providing information about internal investigations to the government in the hope of lenient treatment.

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