## Facts

- Federal agents investigating suspected health-care crimes executed a search warrant at Dr. Steven P. Amato’s chiropractic office and served two administrative subpoenas duces tecum under 18 U.S.C. § 3486.
- The subpoenas were directed to Amato in his representative capacity “as custodian of records” for two corporations connected to his practice: Dr. Steven Amato, D.C., P.C. (a New York professional corporation) and Mainecures.com, Inc. (a Maine corporation).
- Amato was the sole shareholder, director, officer, and employee of each corporation at relevant times.
- Maine administratively dissolved Mainecures for failure to file an annual report.
- The subpoenas required production of corporate records (with an option to deliver records and authenticity certificates in lieu of appearing).
- Amato moved to quash, asserting a personal Fifth Amendment “act-of-production” privilege, arguing that as a one-person corporation his production would be personally testimonial and incriminating.
- A magistrate judge denied the motion to quash based on the collective-entity doctrine; the district court declined to quash; Amato filed an interlocutory appeal.

## Issues

1. Whether a sole shareholder/officer/employee, served as custodian of corporate records, may invoke the Fifth Amendment act-of-production privilege to refuse compliance with administrative subpoenas seeking corporate documents.
2. Whether administrative dissolution of a corporation converts its records into personal papers protected by the custodian’s Fifth Amendment privilege.

## Decision

- The First Circuit affirmed the order denying the motion to quash.
- The court held the collective-entity doctrine bars a corporate custodian from asserting a personal Fifth Amendment privilege to resist producing corporate records, even for a closely held or one-person corporation.
- The court held Braswell v. United States controls and forecloses a lower-court-created exception based on the custodian being the sole officer/employee or on a jury’s likely inference that the custodian produced the records.
- The court held Mainecures’s administrative dissolution did not change the corporate character of its records for Fifth Amendment purposes.

## Legal Principles

- Corporations and other collective entities have no Fifth Amendment privilege against self-incrimination, and their records are not protected by an individual custodian’s personal privilege.
- When a subpoena seeks corporate records from a custodian in a representative capacity, the custodian’s act of producing records is attributed to the entity, not treated as the custodian’s personal compelled testimony.
- Braswell remains binding authority that a corporate custodian must comply with a subpoena for corporate records notwithstanding potential personal incrimination, and lower courts may not recognize a “one-person corporation” exception left unresolved by Supreme Court dicta.
- Administrative dissolution does not transform corporate records into personal papers for Fifth Amendment purposes or exempt them from lawful compulsory process.

## Conclusion

The First Circuit held that Amato, served as custodian of two corporations’ records, could not invoke a personal Fifth Amendment act-of-production privilege to quash administrative subpoenas, and that the dissolution of one corporation did not alter the collective-entity analysis.


Amato v. United States, 450 F.3d 46 (1st Cir. 2006)