Upjohn warning

USA

Upjohn warning, Also known as a corporate Miranda warning.

The notice an in-house attorney gives a company employee to inform him that the attorney represents only the company and not the employee as an individual. Corporate counsel caution employees with an Upjohn warning when the company is involved in litigation or an internal investigation.

Providing an employee with an Upjohn warning should make it clear that the:

• Attorney-client privilege over communications between company counsel and employees belongs solely to, and is controlled by, the company.

• Company may choose to waive this privilege and disclose what the employee says to in-house counsel to a government agency or other third party.

The term originated with Upjohn Company v. United States (449 US 383 (1981)), in which the court ruled that the attorney-client privilege is preserved between the company and its counsel when its counsel communicates with the company's employees, despite the rule that communications with third parties constitute waivers of the attorney-client privilege.