On May 1, 2020, the D.C. Circuit denied RPM International’s petition for a writ of mandamus to vacate a district court order compelling disclosure of interview memoranda prepared by outside counsel to the Securities and Exchange Commission (SEC).1 The interview memoranda were drafted following an internal investigation conducted on behalf of RPM’s Audit Committee to address issues that RPM’s independent auditors flagged and, RPM argued, in anticipation of potential litigation with the SEC. The substance of those interviews had been shared with RPM’s independent auditors during the course of the investigation. The auditors later produced their notes from their discussions with RPM’s outside counsel to the SEC. The district court rejected RPM’s argument, and found that outside counsel’s memoranda were not created in anticipation of litigation and thus, the work product protection did not apply.