## Facts

- A federal grand jury in the District of Connecticut investigated possible corruption involving Connecticut public officials and private parties doing business with the state, including alleged gifts exchanged for official favors and state contracts.
- Anne C. George served as deputy legal counsel and later chief legal counsel to the Office of the Governor of Connecticut from 2000 to 2002.
- The grand jury subpoenaed George to testify about communications with Governor John G. Rowland and members of his staff concerning receipt of gifts and related state ethics laws.
- The government sought George’s testimony after unsuccessful efforts to obtain the substance of the communications through other means; George declined a voluntary interview after the Governor’s office asserted attorney–client privilege.
- George appeared before the grand jury, acknowledged having numerous relevant conversations with the Governor and staff, and refused to disclose their contents based on attorney–client privilege asserted by the Governor’s office.
- The district court ordered George to testify, reasoning that governmental attorney–client privilege exists but is weaker than private privilege and must yield to the public interest in a federal grand jury investigation.
- The Governor and the Office of the Governor appealed; during the appeal, Rowland announced his resignation effective July 1, 2004.

## Issues

1. Whether a state governor (through the Office of the Governor) may assert attorney–client privilege over confidential communications with in-house government counsel in response to a federal grand jury subpoena.
2. Whether a court may compel disclosure of otherwise privileged government attorney–client communications based on a generalized public-interest or grand-jury-need rationale.
3. Whether the governor’s resignation moots the appeal or terminates the asserted governmental attorney–client privilege.

## Decision

- The Second Circuit reversed the district court’s order compelling George to testify about privileged communications.
- The court held that a governmental attorney–client privilege protects confidential communications between the Office of the Governor and its counsel made for the purpose of obtaining legal advice.
- The court rejected the district court’s view that governmental privilege is categorically weaker and subject to a general public-interest balancing exception in grand jury matters.
- The court held the privilege was not extinguished by Rowland’s resignation because the privilege belongs to the Office of the Governor rather than the individual officeholder.

## Legal Principles

- Government entities may invoke attorney–client privilege for confidential communications with counsel made for the purpose of obtaining legal advice, including communications between a governor’s office and its in-house legal counsel.
- The privilege in the governmental context tracks the traditional elements of private attorney–client privilege: attorney–client communications, confidentiality, and a legal-advice purpose.
- A federal grand jury’s broad investigative authority does not create a general exception permitting disclosure of privileged communications solely because the investigation implicates public interests.
- Governmental attorney–client privilege is held by the governmental client (the office/entity), not the individual officeholder, and ordinarily survives changes in personnel, including resignation.

## Conclusion

The Second Circuit held that the Office of a state governor may assert attorney–client privilege in a federal grand jury investigation and that courts may not compel disclosure based on a generalized public-interest balancing approach; the privilege remains with the office and is not lost when the governor resigns.


In re Grand Jury Investigation, 399 F.3d 527 (2d Cir. 2005)