Litigation and Securities Alert: Using the Attorney-Client Privilege to Protect Drafts of SEC Filings


The Roth Decision

Just in time for annual reporting season, a recent decision by the Federal District Court for the Northern District of Illinois provides guidance on how the attorney-client privilege may apply to drafts of Securities and Exchange Commission (SEC) filings.

In Roth v. AON Corp.,1 a company inadvertently produced emails and draft documents related to disclosures made in that company’s annual Form 10-K filing during discovery in a class action suit.2 An internal company team, whose members included the company’s deputy general counsel, exchanged these materials while working on draft disclosures of an operational matter.3 Opposing counsel argued that the attorney-client privilege did not apply to the subject documents because:

*they involved business and not legal advice;

*the email in question did not “specifically state that it [sought] legal advice”; and

*the privilege could not protect drafts of documents that would eventually become public.

Despite these arguments, the court held that the privilege protected these documents from disclosure.4 Because of the important reminders this case delivers about the scope of the attorney-client privilege, the court’s reasoning merits further discussion.

Please see full alert for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Mintz Levin | Attorney Advertising

Written by:


Mintz Levin on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.