If your employer is under federal investigation, you may be asked to participate in an internal interview. These conversations can seem informal, especially when conducted by in-house counsel or outside attorneys representing the company. However, make no mistake: what you say during these interviews can have serious legal consequences. One of the most important things to understand is the significance of the Upjohn warning, a legal advisory given at the start of many internal interviews.
An Upjohn warning is named after the Supreme Court case Upjohn Co. v. United States, which clarified how attorney-client privilege applies within corporations. When a company’s lawyers speak with employees as part of an internal investigation, they are required to inform those employees that the attorneys represent the company, not the individual. This means any information the employee shares is the property of the company and can be disclosed to third parties, including federal law enforcement.
While it may be delivered with polite language and a professional tone, the Upjohn warning is not a formality. It is a clear legal boundary. Once it is issued, you should assume that anything you say can and will be shared with investigators or prosecutors if it serves the company’s interests. Employees often mistakenly believe that company lawyers are there to help them or that being cooperative will protect their jobs. In reality, these interviews are often designed to protect the company, not the individuals involved.
Ask for Your Own Attorney
You are not legally required to participate in an internal interview with company counsel. If you are asked to speak, you can and should request your own criminal defense attorney. This is not a sign that you are hiding something, nor does it suggest guilt. It is a prudent step to ensure your rights are protected. Your own lawyer can advise you on what questions to answer, how to frame your responses, and whether you should speak at all.
Understand the Risks
Even if you believe you have done nothing wrong, statements made during internal investigations can be taken out of context or misinterpreted. Prosecutors do not always need direct evidence of wrongdoing to charge someone with obstruction of justice or making false statements. An honest mistake, a misremembered date, or a poorly phrased comment can be enough to trigger legal consequences.
Avoid Speculation or Guesswork
If you do choose to speak, avoid speculating or guessing. Stick only to facts you clearly remember. Do not try to fill in gaps in your memory or explain things you are unsure about. If you do not know the answer to a question, say so. It is far safer to acknowledge uncertainty than to provide an inaccurate or misleading statement.
Don’t Rely on Company Loyalty
Many employees assume that if they have been loyal or have done their job well, the company will protect them. Unfortunately, that is not always the case. In many federal investigations, businesses cooperate with the government to reduce their own liability. This often includes turning over employee statements or providing access to internal communications that may implicate others.
Silence Is Not Guilt
You have the right to remain silent, even during internal investigations that are not yet criminal proceedings. Choosing not to speak does not make you guilty or uncooperative. It simply means you are protecting your legal interests. If your employment is threatened for exercising this right, your attorney can help you navigate that situation as well.
Internal investigations can be confusing, high-pressure situations. Many people do not realize they are under scrutiny until it is too late. By the time formal charges are filed, much of the evidence has already been gathered, often from statements made during internal interviews. At Glozman Law, we help employees across the country respond to internal investigations with confidence. We work to ensure your rights are respected, your words are not weaponized, and your future remains secure.
If you’ve been asked to participate in an internal interview or received an Upjohn warning, contact Glozman Law today for a confidential consultation. Your next move matters. Make it a smart one.
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