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Corporate Investigations – Every Employee Needs To Consider This Issue

You are an employee of a corporation. Something bad happens and the corporation’s internal lawyer (or an outside lawyer) tells you he wants to talk to you. When the interview starts, he tells you that he does not represent you, he only represents the corporation. You don’t think about the significance of this statement and you start talking. Later, the corporate lawyer prepares a report or refers you for prosecution, all in the name of protecting the company. You have fallen into a trap and you can’t get out.

When you hear that statement (I represent the corporation, not you), you need to understand this:

(1) the corporate lawyer is not here to protect me;

(2) his goal is to protect the corporation;

(3) if it will serve the corporation’s interest, he will throw me under the bus.

Employees often worry that if they ask for their own lawyer, they will be fired or disciplined. They only get a lawyer when it is too late.

The former President of Penn State, Graham Spanier, has alleged in a lawsuit that the lawyer for Penn State threw him under the bus in the Sandusky sexual abuse investigation. The case is captioned, Spanier v. Kane. Kane is the Attorney General of Pennsylvania.

Spanier alleges that when he was called to testify before the grand jury he was represented by Cynthia Baldwin, a lawyer for Penn State University. Baldwin is listed in the transcript as Spanier’s lawyer. However, she apparently told the prosecutors (when Spanier was not present) that she was only the lawyer for the corporation.

Later, when the scandal broke, Baldwin testified against Spanier and revealed privileged conversations she had with Spanier. Baldwin did exactly as she was required to do – she protected the University and hung an employee out to dry.

I do not comment on the merits of the lawsuit, but the facts recounted in the lawsuit have the ring of truth to them. In the end, Spanier was made into a scapegoat by the University so that it could extricate itself from the scandal. In the end, Spanier’s situation was typical of the employee in the corporation investigation – he was used as a pawn.

My point is that when the corporate investigator drops in for a visit, the time to call a lawyer is right at that moment, not two years later after you have testified (perhaps falsely) before a grand jury. This is one of those moments when you have to speak up right away and call a lawyer. Don’t wait until you have been charged with a crime.

Edward X. Clinton, Jr.

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