## Facts

- Numerous plaintiffs brought personal injury, wrongful death, and economic-loss claims related to an alleged ignition-switch defect in certain vehicles.
- The company retained outside counsel to conduct an internal investigation and prepare a written report that summarized findings based on interviews and documents.
- The company provided the report to government entities and made it publicly available, and it produced the report and many cited underlying documents in discovery.
- Plaintiffs sought production of additional “underlying materials,” including interview notes, memoranda, and summaries created by counsel and investigative teams.
- The company refused to produce most interview notes and related materials, asserting attorney–client privilege and work-product protection, and argued that disclosure of the report did not waive those protections.
- The dispute arose in coordinated pretrial proceedings in a multidistrict litigation, on plaintiffs’ motion to compel.

## Issues

1. Whether interview notes, memoranda, and related investigative materials created by counsel during a corporate internal investigation are protected by attorney–client privilege and/or the work-product doctrine.
2. Whether disclosure of an internal-investigation report to regulators and the public waives privilege or work-product protection for underlying investigative materials.
3. Whether Federal Rule of Evidence 502(a) requires a subject-matter waiver of undisclosed materials on fairness grounds when a report is disclosed.
4. Whether any inadvertent production resulted in waiver under Federal Rule of Evidence 502(b).

## Decision

- The court held that most underlying investigative materials, including interview notes and summaries prepared by counsel, were protected by attorney–client privilege and/or the work-product doctrine.
- The court concluded that disclosure of the report did not create a broad subject-matter waiver requiring production of counsel’s interview notes and internal memoranda.
- Applying Rule 502(a), the court found that fairness did not require disclosure of protected materials merely because they related to the same general topic as the report.
- To the extent any materials were inadvertently produced, the court applied Rule 502(b) and found no broad waiver where reasonable preventive and corrective steps were taken.
- The motion to compel was largely denied, subject to limited, document-specific exceptions.

## Legal Principles

- Attorney–client privilege and work-product protection apply to materials generated in a counsel-led internal investigation conducted to provide legal advice and in anticipation of litigation.
- Opinion work product reflecting attorneys’ mental impressions and legal theories receives heightened protection and is discoverable only in rare circumstances.
- Under Federal Rule of Evidence 502(a), subject-matter waiver is limited; it applies only to intentional disclosures where the disclosed and undisclosed communications concern the same subject and fairness requires consideration together to avoid a misleading presentation.
- Producing a comprehensive investigative report does not, by itself, waive privilege or work-product protection for the entire investigative file.
- Under Federal Rule of Evidence 502(b), inadvertent disclosure does not waive protection if the disclosure was inadvertent and the producing party took reasonable steps to prevent and promptly rectify the error.

## Conclusion

The court treated counsel’s internal-investigation interview notes and related materials as privileged and protected work product and held that voluntary disclosure of the investigative report did not trigger broad subject-matter waiver under Rule 502 absent a fairness-based need to avoid misleading use of the disclosed material.


In re General Motors LLC Ignition Switch Litigation, 80 F. Supp. 3d 521 (S.D.N.Y. 2015)