Privilege and Work Product
Attorney-Client Privilege
An Upjohn warning is given before interviewing a corporate employee in an internal investigation. It advises that counsel represents the entity, that the conversation is privileged but the privilege belongs to the company, and that the company may waive it and disclose the interview.
The name derives from the Supreme Court decision extending corporate privilege beyond the control group.
Alternative Names:
Corporate Miranda, Upjohn Advisory
Why it Matters?
Failing to give the warning creates a genuine risk that the employee later claims a personal attorney-client relationship, which can disqualify counsel and complicate any decision to disclose. Documenting that the warning was given, and in what terms, is standard practice in internal investigations. The warning also affects candor, since employees who understand the company can disclose their statements may be less forthcoming.
Frequently Confused with
Related terms
Frequently asked questions
What must an Upjohn warning cover?
What happens if the warning is not given?
