## Facts

- Randy Braswell was president of two closely held corporations and had incorporated both.
- He was the sole shareholder of one corporation; the corporations listed Braswell, his wife, and his mother as directors, though the wife and mother lacked authority over corporate business affairs.
- A federal grand jury subpoena was served on Braswell in his capacity as corporate president and records custodian, requiring production of the corporations’ books and records.
- The subpoena required delivery of documents and did not require oral testimony.
- Braswell moved to quash, arguing that compelled production would violate the Fifth Amendment because the act of producing the records would be testimonial and personally incriminating.

## Issues

1. Whether a corporate records custodian may refuse to comply with a grand jury subpoena for corporate records on the ground that the act of production would incriminate him in violation of the Fifth Amendment.
2. Whether the result changes when the corporation is closely held or effectively controlled by a single shareholder-officer.

## Decision

- The Supreme Court affirmed the judgment requiring compliance with the subpoena.
- A custodian of corporate records may not resist production of corporate documents on Fifth Amendment act-of-production grounds, even if the custodian is the sole shareholder and production may incriminate him.
- The act of producing corporate records in response to a subpoena directed to the custodian in a representative capacity is treated as the corporation’s act, not the individual’s.

## Legal Principles

- Under the collective entity doctrine, a corporation has no Fifth Amendment privilege against self-incrimination, and its agents cannot assert a personal privilege to withhold corporate records held in a representative capacity.
- The act-of-production doctrine does not displace the collective entity doctrine for corporate custodians; compelled production remains required even if production implicitly concedes existence, possession, or authenticity.
- The rule applies regardless of corporate size, including closely held and single-shareholder corporations, and regardless of whether the subpoena is addressed to the corporation or to an officer as custodian.
- Although the government may use the produced corporate documents, it may not use the custodian’s compelled testimonial aspects of production against him personally.

## Conclusion

The Court held that a corporate records custodian must comply with a grand jury subpoena for corporate records and cannot invoke the Fifth Amendment based on the act of production, even when the corporation is closely held and the custodian’s compliance may be personally incriminating.


Braswell v. United States, 487 U.S. 99 (1988)