Upjohn Co. v. United States

Definition

Upjohn Co. v. United States is a landmark Supreme Court case decided in 1981 that clarified the scope of attorney-client privilege in corporate settings. The ruling emphasized that communications between a corporation's employees and its legal counsel are protected under the attorney-client privilege, provided that the communication was made for the purpose of obtaining legal advice and the employees were aware that they were communicating with counsel for that purpose.

5 Must Know Facts For Your Next Test

1. The case arose when Upjohn Company sought to protect its internal investigation documents related to alleged tax violations from being disclosed to the IRS.
2. The Supreme Court ruled that the attorney-client privilege extends to communications made by employees to company lawyers when those communications are intended to seek legal advice.
3. The decision highlighted the importance of protecting candid communications within a corporate structure, allowing companies to seek legal guidance without fear of exposure.
4. The court stated that privilege applies regardless of whether the employee is high-level or low-level, as long as the communication was intended to secure legal advice.
5. This case set a significant precedent for how corporate America handles internal investigations and interactions with legal counsel.

Review Questions

• How did Upjohn Co. v. United States change the understanding of attorney-client privilege in corporate settings?
  • Upjohn Co. v. United States changed the understanding of attorney-client privilege by affirming that communications between a corporation's employees and its legal counsel are protected under this privilege. The Supreme Court ruled that it applies as long as the communication was made for obtaining legal advice and the employees knew they were communicating with counsel. This ruling ensures that all levels of employees can communicate freely with legal counsel, enhancing a company's ability to seek guidance without fear of disclosure.
• Discuss the implications of the Upjohn decision on how corporations conduct internal investigations.
  • The Upjohn decision has significant implications for how corporations conduct internal investigations. By establishing that attorney-client privilege applies to communications from all employees, it encourages organizations to be more open in seeking legal counsel during investigations. This fosters an environment where employees can provide full disclosure, knowing their communications are protected, which helps corporations address issues proactively and effectively while minimizing legal risks.
• Evaluate the broader impact of Upjohn Co. v. United States on corporate governance and compliance practices.
  • The broader impact of Upjohn Co. v. United States on corporate governance and compliance practices is profound, as it reinforces the necessity for robust legal frameworks within corporations. By affirming the importance of confidentiality in communications with attorneys, corporations are incentivized to establish clear compliance protocols and maintain transparent reporting systems. This not only aids in protecting against legal violations but also enhances overall corporate accountability and ethical standards, ultimately promoting a culture of compliance within organizations.

Related terms

Attorney-Client Privilege: A legal principle that keeps communications between an attorney and their client confidential, promoting open and honest discussions.

Corporate Counsel: An attorney who provides legal advice and services to a corporation, often involved in compliance and risk management.

Work Product Doctrine: A legal doctrine that protects materials prepared in anticipation of litigation from being disclosed to the opposing party.