BUCKLEY LLP v. SERIES 1 OF OXFORD INS. CO. NC LLC, 2020 NCBC 81

STATE OF NORTH CAROLINA
MECKLENBURG COUNTY
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
19 CVS 21128
BUCKLEY LLP,
Plaintiff,
v.
SERIES 1 OF OXFORD
INSURANCE COMPANY NC LLC,
Defendant.
ORDER AND OPINION ON
MOTIONS TO COMPEL
[Public]1
1. 	THIS MATTER is before the Court on Plaintiff Buckley LLP’s (“Buckley”)
Motion to Compel (“Buckley’s Motion”), (ECF No. 75), and Defendant Series 1 of
Oxford Insurance Company NC LLC’s (“Oxford”) Motion to Compel Production of
Documents Withheld as Privileged (“Oxford’s Motion”), (ECF No. 82), (together, the
“Motions”).
2. 	The Motions put at issue whether certain email communications were
properly withheld from production by both parties on grounds of attorney-client
privilege and/or work product immunity. 	Oxford’s Motion challenges whether
Buckley, a law firm, may withhold certain email communications with the outside
law firm Buckley retained to investigate workplace misconduct allegations against
one of Buckley’s founders. Buckley claims the outside firm was engaged in legal work
1 Recognizing that this Order and Opinion cites and discusses communications that the
parties contend are protected from disclosure due to the attorney-client privilege and/or work
product doctrine, and out of an abundance of caution, the Court elected to file this Order and
Opinion under seal on November 9, 2019. The Court then permitted the parties an
opportunity to propose redactions to the public version of this document. Neither Plaintiff
nor Defendant proposed any redactions.
Buckley LLP v. Series 1 of Oxford Ins. Co. NC LLC, 2020 NCBC 81.

in connection with and separate from the investigation and thus that Buckley’s
assertion of privilege is proper; Oxford disagrees, arguing that Buckley’s outside
counsel was not engaged in legal work during or after the investigation. 	Buckley’s
Motion seeks production of certain email communications involving Oxford’s general
counsel. Oxford argues that its general counsel’s communications were made in her
legal, not business, capacity, and thus are privileged; Buckley disagrees, contending
that these communications were made in the general counsel’s business role during
Oxford’s claims review process and thus should be produced.
3. 	After reviewing the Motions, the briefs in support of and in opposition to the
Motions, the relevant materials associated with the Motions, the arguments of
counsel at a hearing on the Motions, and the materials provided by the parties for the
Court’s in camera review, the Court, in the exercise of its discretion and for good
cause shown, hereby rules on the Motions as set forth below.
Williams & Connolly LLP, by William T. Burke, Elizabeth Wilson, and
John K. Villa, McGuireWoods LLP, by Mark Kinghorn, and Buckley
LLP, by Adam Miller, for Plaintiff Buckley LLP.
Womble Bond Dickinson (US) LLP, by James P. Cooney, Jonathan R.
Reich, Elizabeth J. Bondurant, James S. Derrick, and Marcey A. Selle,
for Defendant Series 1 of Oxford Insurance Company NC LLC.
Bledsoe, Chief Judge.

I.
FINDINGS OF FACT
4. 	These findings of fact are made solely for the purpose of deciding the
Motions. Any findings of fact that are more appropriately considered conclusions of
law are incorporated therein.
5. 	Buckley is a law firm located in Washington, D.C., and Oxford is an
insurance company. (Am. Compl. ¶¶ 1–2, ECF No. 56.) This action concerns whether
coverage is available to Buckley under an insurance policy Oxford issued to Buckley
on December 29, 2017 that affords coverage to Buckley for certain losses associated
with the departure of key revenue-generating partners (the “Policy”). 	(Am. Compl.
Ex. A.)
6. 	Buckley filed its Complaint initiating this action on October 29, 2019, which
it later amended on August 4, 2020, asserting claims against Oxford for breach of
contract, unfair and deceptive trade practices, breach of the duty of good faith and
fair dealing, and tortious refusal to settle an insurance claim, all of which are based
on Oxford’s refusal to provide coverage under the Policy in connection with the
departure from the firm of one of the firm’s founding partners, Andrew Sandler
(“Sandler”), shortly after the Policy’s inception. (Compl., ECF No. 3; Am. Compl.)
7. 	The facts concerning Buckley’s retention of an outside law firm and that
firm’s work for Buckley are relevant to the Court’s consideration of Oxford’s Motion.
Likewise, the facts concerning the work performed by Oxford’s general counsel are
significant to the resolution of Buckley’s Motion. The Court discusses each below.

8. 	On December 15, 2017, three members of Buckley’s Executive Committee
learned of potential misconduct by Sandler. (Ex. 1 – Excerpts Dep. John P. Kromer
70:14–71:11, 73:23–74:6, ECF No. 86.1; see also Ex. 6 – Buckley Notice Claim, at
BUC015219, ECF No. 82.7.) Both Buckley’s in-house general counsel and its outside
counsel were immediately contacted after the Executive Committee met concerning
this information. (Ex. 1 – Excerpts Dep. John P. Kromer 79:20–80:6.)
9. 	In response to the misconduct allegations against Sandler, the Executive
Committee engaged Latham & Watkins LLP (“Latham”), a prominent national law
firm, on December 21, 2020 to investigate Sandler’s conduct. (Ex. 1 – Excerpts Dep.
John P. Kromer 82:2–4 (“[W]e decided that we should engage outside counsel to assist
and conduct the investigation.”); Ex. 3 – Buckley Engagement Letter Latham &
Watkins, ECF No. 82.4; Ex. 6 – Buckley Notice Claim, at BUC015219 (“Latham was
retained thereafter to conduct a confidential, independent investigation of the
allegation.”).)
10. 	An investigation into the alleged misconduct was required under Buckley’s
firm policies. 	(Ex. 1 – Excerpts Dep. John P. Kromer 81:9–18 (“The policy required
that we investigate all allegations of harassment or other misconduct. 	And so, you
know, we believed it was the right thing to do generally. It also was consistent with
what the firm handbook requires.”); Ex. 13 – Joint Decl. Benjamin Klubes, John
Kromer, & Christopher Witeck ¶ 2 (“In the event of a complaint regarding potential
harassment, the Harassment-Free Policy . . . requires [Buckley] to investigate: ‘All
reported 	or 	reasonably 	suspected 	occurrences 	of 	harassment 	will 	be

investigated . . . in a confidential manner and as promptly and thoroughly as is
practicable and necessary.’ ”), ECF No. 92.5.)
11. 	The work Latham performed for Buckley is critical to the resolution of
Oxford’s Motion. 	Latham’s engagement letter with Buckley provided, “You have
asked us to represent you in connection with an internal review of a personnel
matter.” 	(Ex. 3 – Buckley Engagement Letter Latham & Watkins, at BUC015158.)
The engagement letter further stated, “Our responsibilities under this agreement are
to provide legal counsel and assistance to you in accordance with this letter[.]” (Ex.
3 – Buckley Engagement Letter Latham & Watkins, at BUC015159.)
12. 	According 	to 	one 	of 	Latham’s 	two 	principal 	partners 	involved 	in 	the
investigation, the engagement letter “was intended to cover a broad range of legal
advice and services that Latham might need to provide to Buckley in connection with
the allegations against Mr. Sandler.” 	(Ex. 4 – Decl. Jonathan C. Su ¶ 4, ECF No.
86.4.) 	This same Latham partner also avers that Latham was hired both to
investigate the misconduct allegations and “to perform a number of legal functions in
connection with the investigation into the allegations against Mr. Sandler[.]” (Ex. 4
– Decl. Jonathan C. Su ¶ 3.) 	In that regard, he asserts that “Latham continued to
provide legal advice to Buckley regarding some of these issues after the investigation
of Mr. Sandler ended in February 2018.” (Ex. 4 – Decl. Jonathan C. Su ¶ 3.)
13. 	For its part, Buckley has offered evidence that Latham was hired to “conduct
an impartial investigation that was fair to all involved . . . while protecting the
identities of the women who had made allegations[.]” (Ex. 13 – Joint Decl. Benjamin

Klubes, John Kromer, & Christopher Witeck ¶ 3.) Buckley agrees with Latham that
the scope of Latham’s representation included legal advice in addition to pure
investigatory services. 	(See Ex. 1 – Excerpts Dep. John P. Kromer 98:6–14 (“In
addition to conducting the investigation, we received legal advice . . . regarding
whether or not to continue the investigation following Mr. Sandler’s departure, or his
announcement of his departure. 	We received advice regarding our policies and
procedures related to sexual harassment and personal misconduct.”).)
14. 	Latham’s partner also declares that “Latham reasonably anticipated from
the outset of the investigation that there might be potential litigation against
[Buckley] as a result of the allegations, and therefore, investigated the facts and
conducted legal research and analysis regarding potential claims to prepare for any
such litigation[,]” (Ex. 4 – Decl. Jonathan C. Su ¶ 5), although it does not appear that
Buckley had a view whether litigation was likely at the time of the investigation, (see
Ex. 6 – Excerpts Dep. Christopher Witeck 268:15–16 (“[W]e still didn’t have a sense
of what [the] potential exposure to the firm was.”), ECF No. 86.6.)
15. 	Rather than participate in the investigation, Sandler decided to depart from
Buckley.2 He executed a Retirement Agreement with Buckley which became effective
on February 26, 2018. 	(Ex. 6 – Buckley Notice Claim, at BUC015220.) 	The
investigation was subsequently closed at the end of February 2018. Latham did not
prepare 	and 	deliver 	factual 	findings 	in 	connection 	with 	the 	investigation 	but
continued to provide services to Buckley through May 2018. (Ex. 6 – Excerpts Dep.
2 Whether Sandler’s departure from Buckley was voluntary or involuntary is a hotly disputed
issue in this case.

Chris Witeck 267:1–6, 267:15–20, 268:7–22 (“Q. 	All right. 	Well, after Mr. Sandler
signed the document labeled retirement agreement on February 25, 2018, was there
anything further for Latham to investigate? . . . A. Look there were lots of different
things. . . . 	[W]e took some time and evaluated all these different scenarios, risks,
components, however you want to characterize it, before the investigation was
closed.”).)
16. 	On March 7, 2018, Buckley notified Oxford of its claim under the Policy “due
to the . . . impending retirement of . . . Sandler[.]” (Ex. 9 – Buckley Notice Anticipated
Claim, at OXF0020593, ECF No. 82.10.) 	Some months later, on October 19, 2018,
Buckley submitted a Claim Submission (the “Claim”), indicating that Sandler’s
departure from Buckley was voluntary as stated in the Retirement Agreement. (Ex.
6 – Buckley Notice Claim, at BUC015220.)
17. 	Afterwards, a team at Oxford that included Oxford’s in-house general
counsel, Susan Euteneuer (“Euteneuer”), reviewed whether the Claim was covered
by the Policy. 	(Ex. 6 – Aff. Susan M. Euteneuer ¶ 7 (“I am a member of the Claim
Review Committee with Mary Claire Goff, President of the Taft Companies, and
Oxford’s Managing Member, Michael DiMayo.”), ECF No. 84.7; Ex. 2 – Excerpt Dep.
Susan Euteneuer 184:2–185:3 (“So, at this point in time, the pivotal question was,
could this be a covered claim? 	And that was the question that we then reviewed in
order to do that gatekeeping role[.]”), 185:4–11 (“Q. 	And who was involved in that
process? A. Mike DiMayo, me, Mary Claire Goff, I believe Paul Francisco. And this

was not a coverage determination, per se, but really just a gatekeeping role.”), ECF
No. 84.3.)
18. 	Euteneuer’s role in this review—whether legal or business—is critical to the
determination of Buckley’s Motion. At the time Buckley submitted the Claim, Oxford
did not have a formal claims department, and Euteneuer never formally acted solely
as a claims adjuster, investigator, or manager. 	(Ex. 6 – Aff. Susan M. Euteneuer ¶
6.)3 During the pendency of the Claim, however, Euteneuer wore two “hats,” a legal
role as Oxford’s general counsel and a business role with authority to approve
coverage and resolve claims. 	(Exs. Pl.’s Br. Supp. Mot. Compel Ex. 7, at 26:9–17,
116:3–10, 118:8–19; see also Ex. 2 – Excerpts Dep. Susan Euteneuer 187:18–21 (“So
I . . . do have two roles.”); Ex. 4 – Oxford Claims Manual, at OXF00000211, ECF No.
84.5.)
19. 	Oxford’s Chief Financial Officer testified that Euteneuer’s claims review
role is not considered a legal function within the company. (Exs. Pl.’s Br. Supp. Mot.
Compel Ex. 7, at 141:9–11.) For her part, Euteneuer testified that she “give[s] advice
to the company[,]” never taking off her “lawyer hat,” even in the initial evaluation
stage regarding claims. (Ex. 2 – Excerpt Dep. Susan Euteneuer 185:6–188:4; see also
Ex. 6 – Aff. Susan M. Euteneuer ¶ 5 (“My responsibilities include providing legal
advice and analysis in all aspects of the operations of these companies.”).)
20. 	In the fall of 2018, Buckley pressed Oxford to conduct an initial review and
determination of its Claim so it could receive payment by year-end. 	(Ex. 6 – Aff.
3 Oxford subsequently created a claims department consisting of Euteneuer and one other
person. (Exs. Pl.’s Br. Supp. Mot. Compel Ex. 7, at 21:3–5, ECF No. 76.1.)

Susan M. Euteneuer ¶ 9; see also Ex. 2 – Excerpt Dep. Susan Euteneuer 188:9–21.)
Oxford’s review team concluded then that the Claim should be covered. 	(Ex. 5 –
Excerpts Dep. Michael DiMayo 212:4–213:1, ECF No. 84.6.) 	Soon thereafter,
however, on October 22, 2018, Oxford received a letter from Sandler stating that it
“would be inappropriate” to pay Buckley’s Claim because his departure was not a
“ ‘voluntary retirement’ as set forth in the [P]olicy.” (Ex. 7 – London Letter Oct. 22,
2018, ECF No. 84.8.) This new information, together with Oxford’s ongoing inability
to determine the specific amount of Buckley’s net loss, caused Oxford to seek and
obtain a third-party review of the Claim. (Ex. 6 – Aff. Susan M. Euteneuer ¶ 10; see
also Ex. 5 – Excerpts Dep. Michael DiMayo 269:4–21.)
21. 	Oxford never paid Buckley’s Claim, and Buckley eventually filed suit.
(Compl.) 	Soon after filing, on November 12, 2019, Buckley served its First Set of
Requests for Production of Documents to Defendant Oxford. Buckley’s request sought
documents related to Oxford’s review of Buckley’s Claim, including Oxford’s file on
the Claim and all documents and communications reflecting Oxford’s internal
deliberations concerning the Claim. (Exs. Pl.’s Br. Supp. Mot. Compel Ex. 1.)
22. 	On May 1, 2020, Oxford produced two privilege logs, which were later
revised on July 17, 2020, listing responsive documents that Oxford had withheld from
production or redacted. The logs identified several communications about the Claim
involving Euteneuer which Oxford withheld as privileged. (Exs. Pl.’s Br. Supp. Mot.
Compel Exs. 9–10.) 	Buckley challenged Oxford’s position as to these specific
communications, (Exs. Pl.’s Br. Supp. Mot. Compel Ex. 2), and although Oxford

subsequently produced some additional communications after further review, (Exs.
Pl.’s Br. Supp. Mot. Compel Exs. 4–6), the parties reached an impasse concerning the
production of additional documents from among those Oxford has withheld as
privileged, (Exs. Pl.’s Br. Supp. Mot. Compel Exs. 12–13).
23. 	On 	December 	18, 	2019, 	Oxford 	served 	its 	First 	Set 	of 	Requests 	for
Production of Documents to Buckley. 	Oxford’s requests sought, in part, documents
and 	communications 	between 	Buckley 	and 	Latham 	concerning 	the 	Sandler
investigation and reflecting whether Buckley believed Sandler would eventually have
to leave the firm. (Ex. 10 – Oxford’s First Set Reqs. Produc. Docs., ECF No. 82.11.)
24. 	Buckley objected to producing any communications between Buckley and
Latham on both attorney-client privilege and work product grounds. 	(Ex. 11 –
Buckley’s Objection Resp. Oxford’s First Set Reqs. Produc. Docs., ECF No. 82.12.)
Buckley later produced a privilege log on May 7, 2020 listing these withheld
communications. (Ex. 1 – Buckley Latham Privilege Log Dated 05.07.2020, ECF No.
82.2; see also Ex. 2 – Docs. Oxford Moves Compel, ECF No. 82.3.) The parties’ further
negotiations did not lead to the production of any of these documents.
25. 	Having 	exhausted 	their 	efforts 	at 	compromise, 	the 	parties 	submitted
discovery dispute summaries pursuant to Business Court Rule 10.9—Buckley’s on
August 21, 2020 and Oxford’s on August 28, 2020. 	The Court thereafter permitted
each party to file the Motions with supporting briefs and materials.
26. 	Buckley has identified the withheld documents it seeks at Exhibits 12 and
13 of its Exhibits to Plaintiff’s Brief in Support of Motion to Compel (the “Oxford

Communications”). 	(ECF No. 76.1.) 	Oxford has identified the documents it claims
Buckley has improperly withheld at Exhibit 2 – Documents Oxford Moves to Compel
(the “Buckley Communications”; together with the Oxford Communications, the
“Communications”). (ECF No. 82.3.)
27. 	After 	full 	briefing, 	the 	Court 	held 	a 	hearing 	on 	the 	Motions 	via
videoconference on October 6, 2020 (the “Hearing”), at which all parties were
represented by counsel.
28. 	After the Hearing, the Court concluded, in the exercise of its discretion and
for good cause shown, that an in camera review of the Communications was
warranted and issued an order to that effect on October 12, 2020. (ECF No. 89.) The
parties thereafter submitted the Communications to the Court for in camera review
on October 15 (Oxford) and October 17 (Buckley). The Court has now completed its
review,4 and the Motions are therefore ripe for resolution.
II.
CONCLUSIONS OF LAW
29. 	Any conclusions of law that are more appropriately considered findings of
fact are incorporated therein.
30. 	Each party contends that the other party has improperly withheld from
production documents on grounds of attorney-client privilege and/or work-product
immunity. (Pl.’s Mot. Compel, ECF No. 75; Def. Series 1 Oxford Insurance Company
NC, LLC Mot. Compel Produc. Docs. Withheld Privileged, ECF No. 73.)
4 The in camera review materials have not been filed on the Court's docket but have been
retained and can be made a part of the court record in the event of an appeal.

A. 	Attorney-Client Privilege
31. 	Buckley argues that Oxford has improperly withheld communications as
privileged in which Euteneuer was acting in a business role as part of Oxford’s
processing of Buckley’s Claim rather than in her role as the company’s general
counsel providing legal advice. 	(Pl.’s Br. Supp. Mot. Compel 7–12, ECF No. 76.)
Buckley contends that the “central feature of Oxford’s ordinary business as an
insurance company is claims processing, and by its very nature, claims processing
involves fact-finding, reviewing the terms of the insurance policy to determine
whether there is coverage for a given set of facts, and assessing business factors
associated with processing claims[,]” which “is far from a solely legal inquiry.” (Pl.’s
Br. Supp. Mot. Compel 9.)
32. 	Seeking a similar result, Oxford contends that Latham’s investigation of
Sandler involved “a single interview of a person with direct knowledge, and ended
when Sandler withdrew from [Buckley,]” and that “the primary purpose of the
investigation was [related to] the day-to-day operations of [the] business[.]” 	(Mem.
Series 1 Oxford Insurance Company NC, LLC Supp. Mot. Compel Produc. Docs.
Withheld Privileged 8, ECF No. 83.) 	As such, Oxford argues that Latham was not
involved in providing legal advice and that the communications between Buckley and
Latham therefore are not privileged. (Mem. Series 1 Oxford Insurance Company NC,
LLC Supp. Mot. Compel Produc. Docs. Withheld Privileged 7–9.)

33. 	The Supreme Court of North Carolina has recognized a five-part test to
determine when the attorney-client privilege applies to a communication:
(1) 	the 	relation 	of 	attorney 	and 	client 	existed 	at 	the 	time 	the
communication 	was 	made, 	(2) 	the 	communication 	was 	made 	in
confidence, (3) the communication relates to a matter about which the
attorney is being professionally consulted, (4) the communication was
made in the course of giving or seeking legal advice for a proper purpose
although litigation need not be contemplated and (5) the client has not
waived the privilege.
In re Miller, 357 N.C. 316, 335, 584 S.E.2d 772, 786 (2003) (quoting State v. McIntosh,
336 N.C. 517, 523–24, 444 S.E.2d 438, 442 (1994)). “If any one of these five elements
is not present in any portion of an attorney-client communication, that portion of the
communication is not privileged.” Id. “The burden is always on the party asserting
the privilege to demonstrate each of its essential elements.” Id. at 336, 584 S.E.2d at
787 (citation omitted).
34. 	Importantly, a client and its counsel “may not avail themselves of the
protection afforded by the attorney-client privilege if the attorney was not acting as
a legal advisor when the communication was made.” 	Evans v. United Servs. Auto.
Ass’n, 142 N.C. App. 18, 32, 541 S.E.2d 782, 791 (2001); see also United States ex rel.
Thomas v. Duke Univ., No. 1:17-CV-276, 2018 U.S. Dist. LEXIS 150001, at *18
(M.D.N.C. Sept. 4, 2018) (“[W]hen an attorney does non-legal work for a client,
communications in connection with that non-legal work are not privileged.”); Henson
v. Wyeth Labs., Inc., 118 F.R.D. 584, 587 (W.D. Va. 1987) (“[I]n order for the privilege

to apply, the attorney receiving the communication must be acting as an attorney and
not simply as a business advisor.”).5
35. 	Accordingly, “[b]usiness advice, such as financial advice or discussion
concerning business negotiations, is not privileged.” Window World of Baton Rouge,
2019 NCBC LEXIS 54, at *65 (quoting N.C. Elec. Membership Corp. v. Carolina
Power & Light Co., 110 F.R.D. 511, 517 (M.D.N.C. 1986)). 	“When communications
contain intertwined business and legal advice, courts consider whether the ‘primary
purpose’ of the communication was to seek or provide legal advice[,]” id. at *66, and
therefore, “[c]orporate documents prepared for simultaneous review by legal and
nonlegal personnel are often held to be not privileged because they are not shown to
be communications made for the primary purpose of seeking legal advice[,]” N.C. Elec.
Membership Corp., 110 F.R.D. at 514.
36. 	In addition, “simply copying an attorney on a communication does not cloak
that communication with the attorney-client privilege.” McAirlaids, Inc. v. Kimberly-
Clark Corp., No. 7:13-CV-193, 2014 U.S. Dist. LEXIS 201138, at *12 (W.D. Va. Sept.
26, 2014). In general, “courts are obligated to strictly construe the privilege and limit
it to the purpose for which it exists.” Evans, 142 N.C. App. at 31, 541 S.E.2d at 790.
37. 	Based on its in camera review, the Court concludes that many of the
Communications have been improperly withheld as privileged because the “primary
5 “In defining the contours . . . to the attorney-client privilege, the Supreme Court of North
Carolina has recognized that it is appropriate to look to federal case law for guidance.”
Window World of Baton Rouge, LLC v. Window World, Inc., 2019 NCBC LEXIS 54, at *42
n.29 (N.C. Super. Ct. Aug. 16, 2019) (citing Miller, 357 N.C. at 330, 584 S.E.2d at 783).

purpose” of these communications was not “to seek or provide legal advice.” 	The
Court will address each set of Communications in turn.
1. 	Oxford Communications
38. 	The North Carolina courts have made clear that, “although the protection
given to communications between attorney and client apply equally to in-house
counsel, an insurance company and its counsel may not avail themselves of the
protection afforded by the attorney-client privilege if the attorney was not acting as
a legal advisor when the communication was made.” 	Id. at 32, 541 S.E.2d at 791
(citations omitted); see also, e.g., Morris v. Scenera Research, LLC, 2011 NCBC LEXIS
34, at *15 (N.C. Super. Ct. Aug. 26, 2011) (“When the in-house counsel’s legal advice
is merely incidental to business advice, the privilege does not apply.”); MSF Holding,
Ltd. v. Fiduciary Tr. Co. Int’l, No. 03 Civ. 1818 (PKL) (JCF), 2005 U.S. Dist. LEXIS
34171, at *2 (S.D.N.Y. Dec. 7, 2005) (“In-house counsel often fulfill the dual role of
legal advisor and business consultant. 	Accordingly, to determine whether counsel’s
advice 	is 	privileged, 	we 	look 	to 	whether 	the 	attorney’s 	performance 	depends
principally on her knowledge of or application of legal requirements or principles,
rather than her expertise in matters of commercial practice.” (citations, internal
quotation marks, and brackets omitted)).
39. 	In particular, the privilege will not cloak communications involving an
insurance company’s counsel when that counsel is acting in a business role, including
in the insurer’s routine processing of insurance claims. 	See, e.g., Harper v. Auto-
Owners Ins. Co., 138 F.R.D. 655, 671 (S.D. Ind. 1991) (“To the extent that this

attorney acted as a claims adjuster, claims process supervisor, or claim investigation
monitor, and not as a legal adviser, the attorney-client privilege would not apply.”);
see also, e.g., Menapace v. Alaska Nat’l Ins. Co., Civil Action No. 20-cv-00053-REB-
STV, 2020 U.S. Dist. LEXIS 191695, at *32 n.11 (D. Colo. Oct. 15, 2020) (“[W]here an
attorney is acting as a claims adjuster, he is performing a business function rather
than providing legal advice and thus his communications related to those activities
are not privileged.”); Mission Nat’l Ins. Co. v. Lilly, 112 F.R.D. 160, 163 (D. Minn.
1986) (“To the extent that [lawyers] acted as claims adjusters, then, their work-
product, communications to client, and impressions about the facts will be treated
herein as the ordinary business of plaintiff, outside the scope of the asserted
privileges.”).
40. 	The evidence before the Court shows that Euteneuer had a substantial
business role at Oxford in reviewing and processing claims for payment and engaged
in that business role in connection with the Buckley Claim. 	While certain Oxford
Communications involving Euteneuer reflect the primary purpose of giving and
receiving legal advice, most show that Euteneuer’s sole or primary role in connection
with the communication was in her business role of reviewing Buckley’s Claim in the
ordinary course of Oxford’s business. 	The Court concludes that all such ordinary-
course-of-business Oxford Communications are not protected by the attorney-client
privilege.

41. 	The Court has set forth at Appendix A its conclusions concerning the specific
Oxford Communications at issue on Buckley’s Motion and shall order Oxford to
produce those communications the Court has concluded are not privileged.
2. 	Buckley Communications
42. 	Generally, when materials are created “in the ordinary course of business”
and “pursuant to [company] policy,” they are available for discovery. 	Fulmore v.
Howell, 189 N.C. App. 93, 104, 657 S.E.2d 437, 444 (2008) (citations omitted); see also,
e.g., Shaffer v. Nw. Mut. Life Ins. Co., Civil Action No. 5:05CV1 (STAMP), 2006 U.S.
Dist. LEXIS 59294, at *13 (N.D.W. Va. Aug. 21, 2006) (“This Court finds that this
document was prepared in the ordinary course of business . . . . Thus, this document
is not protected by the attorney-client privilege because it was not prepared for the
purposes of seeking, obtaining[,] or providing legal assistance.”).
43. 	This principle applies in the context of corporate investigations, so an
investigating attorney’s communications in the course of an investigation are not
necessarily cloaked with privilege. See, e.g., Thomas, 2018 U.S. Dist. LEXIS 150001,
at 	*19 	(“[T]he 	participation 	of 	counsel 	in 	an 	internal 	investigation 	does 	not
‘automatically cloak the investigation with legal garb.’ ” (quoting In re Grand Jury
Subpoena, 599 F.2d 504, 511 (2d Cir. 1979))); see also, e.g., In re Allen, 106 F.3d 582,
602 (4th Cir. 1997) (“[N]ot all communications between an attorney and client during
attorney-conducted investigations constitute legal work entitled to attorney-client
privilege.”); Koumoulis v. Indep. Fin. Mktg. Grp., 29 F. Supp. 3d 142, 146 (E.D.N.Y.
2014) (“[T]he mere fact that a communication is made directly to an attorney . . . does

not mean that the communication is necessarily privileged, and . . . [i]nvestigatory
reports and materials are not protected by the attorney-client privilege . . . merely
because they are provided to, or prepared by, counsel.” (citations and internal
quotation marks omitted)).
44. 	Nevertheless, “[t]he relevant question is not whether [an attorney] was
retained to conduct an investigation, but rather, whether this investigation was
‘related to the rendition of legal services.’ ” Allen, 106 F.3d at 603 (quoting Dunn v.
State Farm Fire & Cas. Co., 927 F.2d 869, 875 (5th Cir. 1991)); see also In re Kellogg
Brown & Root, Inc., 756 F.3d 754, 758–59 (D.C. Cir. 2014) (“So long as obtaining or
providing 	legal 	advice 	was 	one 	of 	the 	significant 	purposes 	of 	the 	internal
investigation, the attorney-client privilege applies[.]”); cf. United States v. Rowe, 96
F.3d 1294, 1297 (9th Cir. 1996) (“Where the attorney [conducting an investigation]
was asked for business (as opposed to legal) counsel, no privilege attached.”); Moore
v. Dan Holdings, Inc., No. 1:12CV503, 2013 U.S. Dist. LEXIS 61378, at *16 (M.D.N.C.
Apr. 30, 2013) (holding attorney-client privilege applies when the defendant “retained
counsel not to conduct an investigation as part of the normal course of business, but
rather that he retained counsel to provide legal advice.”).
45. 	The evidence before the Court shows, as Buckley argues, that the Sandler
investigation was an unprecedented event in the life of the Buckley firm. 	The
evidence also makes clear, however, that the investigation Buckley retained Latham
to perform was one required under Buckley’s firm policies as part of Buckley’s
internal complaint procedure, (Ex. 13 – Joint Decl. Benjamin Klubes, John Kromer,

& Christopher Witeck ¶ 2 (“All reported or reasonably suspected occurrences of
harassment will be investigated [by Buckley] . . . in a confidential manner and as
promptly and thoroughly as is practicable and necessary.”)), and consistent with
Buckley’s business practice, (Ex. 1 – Excerpts Dep. John P. Kromer 81:9–18 (“[W]e
believed [an investigation] was the right thing to do generally. It also was consistent
with what the firm handbook requires.”)).
46. 	As such, the evidence shows that the investigation was initiated and
pursued in the ordinary course of Buckley’s business, and, contrary to Buckley’s
contentions, the fact that Buckley hired a prominent outside law firm to conduct the
investigation does not change this fact. 	While a Latham partner involved in the
investigation offers affidavit testimony that Latham performed legal functions in
connection with the investigation of Sandler, that testimony on its own does not serve
to cloak all of Latham’s investigatory work with attorney-client privilege. 	See, e.g.,
Allen v. TV One, LLC, Civil Action No. DKC 15-1960, 2016 U.S. Dist. LEXIS 169641,
at *11–12 (D. Md. Dec. 8, 2016) (attorney’s statement that her “work sometimes
involved conducting and overseeing Company investigations based on [her] legal
expertise and solely in [her] capacity as in-house counsel” insufficient for privilege);
cf. Allen, 106 F.3d at 604–05 (highlighting evidence beyond an attorney’s statement
in finding attorney-client privilege during an investigation).
47. 	And while the engagement letter also suggests Latham was to provide legal
counsel in connection with the investigation, “an engagement letter cannot reclassify
nonprivileged communications as ‘legal services’ in order to invoke the attorney-client

privilege[.]” 	Sandra T.E. v. S. Berwyn Sch. Dist. 100, 600 F.3d 612, 620 (7th Cir.
2009).
48. 	The Court’s in camera review of the Buckley Communications shows that
many 	were 	made 	to 	or 	by 	Latham 	solely 	or 	primarily 	in 	furtherance 	of 	its
investigation into Sandler’s alleged misconduct in accordance with Buckley’s firm
policies and were unrelated to the rendition of legal services. 	The Court concludes
that these Buckley Communications are not privileged and should be produced. That
said, it is also clear from the evidence presented that Buckley retained Latham to
provide legal services apart from its investigative efforts. 	Many of the Buckley
Communications reflect a primary purpose of giving or receiving legal advice. 	The
Court concludes these Buckley Communications are privileged and have been
properly withheld.
49. 	Of special note are three specific sets of documents that Buckley has
withheld as privileged.
50. 	First, Buckley has withheld a number of communications involving Buckley,
Latham, and SKDKnickerbocker, a public relations firm retained by Buckley to
advise in connection with Sandler’s departure. 	The Court concludes that these
Buckley Communications are properly withheld as privileged to the extent they were
made to facilitate or assist in the rendering of legal advice to Buckley. See, e.g., MLC
Auto., LLC v. Town of S. Pines, No. 1:05cv1078, 2007 U.S. Dist. LEXIS 2841, at *13
(M.D.N.C. Jan. 11, 2007) (“[F]or the same reasons that communications of corporate
officers 	and 	employees 	are 	protected 	by 	the 	attorney-client 	privilege, 	so 	are

communications of a corporation’s third-party consultants where the communications
are made to facilitate or assist in the rendition of legal services, or to provide the
consultants legal advice and strategies formulated by counsel so that the consultant
can carry out related tasks on behalf of the client.”).
51. 	Next, 	Buckley 	has 	withheld 	as 	privileged 	several 	communications
containing Latham’s invoices for its services between December 2017 and May 2018.
“Typically, the attorney-client privilege does not extend to billing records and expense
reports.” Chaudhry v. Gallerizzo, 174 F.3d 394, 402 (4th Cir. 1999). It is only when
an invoice “reveal[s] the motive of the client in seeking representation, litigation
strategy, 	or 	the 	specific 	nature 	of 	the 	services 	provided, 	such 	as 	researching
particular areas of law” that makes it privileged. 	Id. (quoting Clarke v. Am. Com.
Nat’l Bank, 974 F.2d 127, 129 (9th Cir. 1992)). The Court therefore will find privilege
only to the extent these Buckley Communications reflect such information.
52. 	Finally, Buckley has withheld as privileged a large number of emails that
concern the scheduling of various calls and meetings and similar non-substantive
matters. 	Such communications are not privileged unless they reflect the seeking or
rendering of legal advice. See, e.g., Rossman v. EN Eng’g, LLC, No. 19 C 5768, 2020
U.S. Dist. LEXIS 186429, at *13 (N.D. Ill. Oct. 8, 2020) (holding that “defendant’s
claims of privilege that cover emails scheduling phone conferences, asking for a
document, and exchanging pleasantries are somehow confidential or examples of
having sought legal advice are meritless”); Kleeberg v. Eber, No. 16-CV-9517 (LAK)
(KHP), 2019 U.S. Dist. LEXIS 80428, at *60 (S.D.N.Y May 13, 2019) (holding that

“email communications that merely seek to schedule a call regarding a legal matter
are not privileged so long as they do not convey or seek legal advice”); In re MI
Windows & Doors, Inc., Case No. 2:12-mn-00001, 2013 U.S. Dist. LEXIS 63392, at *9
(D. S.C. May 3, 2013) (holding that an “email indicating a meeting request . . . is not
privileged”). Few of the withheld emails of this sort reflect the seeking or providing
of legal advice, and except as to those that do, the Court will order that these Buckley
Communications must be produced.
53. 	The Court has set forth at Appendix B its conclusions concerning the specific
Buckley Communications at issue on Oxford’s Motion and shall order Buckley to
produce those communications the Court has concluded are not privileged.
B. 	Work Product Doctrine
54. 	Buckley seeks to protect a number of the Buckley Communications due to
work-product immunity.6 Unlike the attorney-client privilege, “[t]he protection given
to matters prepared in anticipation of trial, or ‘work product,’ is not a privilege, but a
‘qualified immunity.’ ” Evans, 142 N.C. App. at 28, 541 S.E.2d at 788 (quoting Willis
v. Power Co., 291 N.C. 19, 35, 229 S.E.2d 191, 201 (1976)). “The work product doctrine
protects materials prepared in anticipation of litigation from discovery.” Sessions v.
Sloane, 248 N.C. App. 370, 383, 789 S.E.2d 844, 855 (2016). 	As is the case with
attorney-client privilege, “[t]he party asserting work product protection bears the
burden of proof of establishing entitlement to it.” Suggs v. Whitaker, 152 F.R.D. 501,
6 Oxford does not withhold any of the Oxford Communications on this ground.

505 (M.D.N.C. 1993).7 	“[I]t is incumbent upon the party to come forward with a
specific demonstration of facts supporting the requested protection.” 	Id. 	“ ‘Because
work product protection by its nature may hinder an investigation into the true facts,
it should be narrowly construed consistent with its purpose[,]’ which is to ‘safeguard
the lawyer’s work in developing his client’s case.’ ” Evans, 142 N.C. App. at 29, 541
S.E.2d at 789 (quoting Suggs, 152 F.R.D. at 505).
55. 	For the work product doctrine to apply, “[materials] must be prepared
because of the prospect of litigation when the preparer faces an actual claim or a
potential claim following an actual event or series of events that reasonably could
result in litigation.” 	Nat’l Union Fire Ins. Co. v. Murray Sheet Metal Co., 967 F.2d
980, 984 (4th Cir. 1992). Where, as in this case, employee misconduct is alleged, “it
can be expected that designated personnel will conduct investigations, not only out of
a 	concern 	for 	future 	litigation, 	but 	also 	to 	prevent 	reoccurrences, 	to 	improve
safety . . . , and to respond to regulatory obligations.” Id.
56. 	Indeed, the work product doctrine does not apply to materials that “would
have been created in essentially similar form irrespective of the litigation.” 	United
States v. Adlman, 134 F.3d 1194, 1202 (2d Cir. 1998); see also, e.g., Cook v. Wake Cty.
Hosp. Sys., 125 N.C. App. 618, 625, 482 S.E.2d 546, 551–52 (1997) (finding an
investigatory report not protectable work product where the “report would have been
compiled, pursuant to [its] policy, regardless of whether . . . litigation was ever
7 “Decisions under the federal rules are . . . pertinent for guidance and enlightenment in
developing the philosophy of the North Carolina rules[,]” including Rule 26(b)(3) of the North
Carolina Rules of Civil Procedure, which defines the work product doctrine. Turner v. Duke
Univ., 325 N.C. 152, 164, 381 S.E.2d 706, 713 (1989).

anticipated”); RLI Ins. Co. v. Conseco, Inc., 477 F. Supp. 2d 741, 750 (E.D. Va. 2007)
(“While RLI did hire outside counsel to interface with Conseco, hiring outside counsel
does not excuse RLI from its duty to investigate insurance claims. RLI submitted no
specific evidence that it would have conducted the . . . investigation differently had
no litigation been anticipated.”); cf. In re Capital One Consumer Data Sec. Breach
Litig., No. 1:19md2915 (AJT/JFA), 2020 U.S. Dist. LEXIS 112177, at *7 (E.D. Va.
June 25, 2020) (“[W]here . . . the relevant document may be used for both litigation
and business purposes, the court must determine the driving force behind the
preparation of the requested document.” (citation and internal quotation marks
omitted)).
57. 	The evidence of record does not suggest that the Buckley Communications
were made because of anticipated litigation arising from Sandler’s misconduct. None
of the Buckley Communications mentions or discusses the prospect of litigation.
Latham’s engagement letter does not mention anticipated litigation. 	No Buckley
attorney has testified that litigation was feared or contemplated. The only evidence
suggesting that litigation was anticipated from the Sandler investigation is Latham’s
October 2020 affidavit to this effect. 	(See Ex. 4 – Decl. Jonathan C. Su ¶ 5 (“Based
on past experience with sexual harassment investigations, Latham reasonably
anticipated from the outset of the investigation that there might be potential
litigation[.]”).) 	And that affidavit does not show that the investigation would have
proceeded, or the Buckley Communications would have been made, differently in any

respect had litigation not been anticipated. 	This is insufficient to carry Buckley’s
burden.
58. 	The Court therefore concludes that none of the Buckley Communications is
properly withheld based on the work product doctrine.
III.
CONCLUSION
59. 	The Court has applied its findings of fact and conclusions of law to each of
the Communications, and, as noted above, has set forth its conclusions concerning its
determination of privilege as to each document on the attached Appendices A and B.8
60. 	WHEREFORE, for the reasons set forth above, and in the exercise of its
discretion, the Court hereby ORDERS as follows:
a. 	Buckley’s Motion is GRANTED in part and DENIED in part.
Oxford shall produce those Oxford Communications the Court has
identified in Appendix A as non-privileged within thirty-five (35)
days of the entry of this Order.
b. 	Oxford’s Motion is GRANTED in part and DENIED in part.
Buckley shall produce those Buckley Communications the Court has
identified in Appendix B as non-privileged within thirty-five (35)
days of the entry of this Order.
8 The Court has written this Order and Opinion, including Appendices A and B, to avoid
disclosure 	of 	the 	substantive 	content 	of 	any 	of 	the 	Communications. 	All 	of 	the
Communications, however, are identified by Bates number and are available for review in
the event of an appeal.

c. 	Oxford and Buckley shall serve revised and updated privilege logs in
light of the Court’s rulings herein within thirty-five (35) days of the
entry of this Order.9
SO ORDERED, this the 9th day of November, 2020
/s/ Louis A. Bledsoe, III
Louis A. Bledsoe, III
Chief Business Court Judge
9 The Court has selected the date for compliance, mindful of the notice of appeal period under
Rule 3 of the North Carolina Rules of Appellate Procedure, to provide each party an adequate
opportunity to either move for reconsideration or to appeal and seek appropriate interim
relief prior to compliance, should either choose to do so. 	While a motion to reconsider will
likely result in a swifter resolution than an appeal, the Court reminds the parties that this
Court, relying on federal law, has concluded that the permitted grounds for reconsideration
are “fairly narrow[,]” In re Se. Eye Center-Judgments, 2017 NCBC LEXIS 77, at *9 (N.C.
Super. Ct. Aug. 22, 2017) (quoting Akeva, L.L.C. v. Adidas Am., Inc., 385 F. Supp. 2d 559,
565 (M.D.N.C. 2005)), and include “(1) the discovery of new evidence, (2) an intervening
development or change in the controlling law, or (3) the need to correct a clear error or prevent
manifest injustice[,]” Window World of Baton Rouge, LLC v. Window World, Inc., 2019 NCBC
LEXIS 7, at *8 (quoting Wiley v. Buncombe Cty., 846 F. Supp. 2d 480, 487 (W.D.N.C. 2012)).
The Court has further noted that “[a] motion for reconsideration is not a vehicle to identify
facts or legal arguments that could have been, but were not, raised at the time the relevant
motion was pending.” 	W4 Farms, Inc. v. Tyson Farms, Inc., 2017 NCBC LEXIS 99, at *5
(N.C. Super. Ct. Oct. 19, 2017) (quoting Julianello v. K-V Pharm. Co., 791 F.3d 915, 923 (8th
Cir. 2015)).

APPENDIX A – OXFORD COMMUNICATIONS
No. 	Tab # 	Court’s Privilege Decision 	Parties’ Log Description
OXF-PRIV-
000372
Ex. 12, 1 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding information
Buckley provided for
claim.
OXF-PRIV-
000720
Ex. 12, 2 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF-PRIV-
000371
Ex. 12, 3 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding information
Buckley provided for
claim.
OXF-PRIV-
000719
Ex. 12, 4 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF-PRIV-
000350
Ex. 12, 5 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding investigation
of Buckley claim.
OXF-PRIV-
000715
Ex. 12, 6 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding Buckley
financials and claim.
OXF-PRIV-
000349
Ex. 12, 7 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding investigation
of Buckley claim.

OXF-PRIV-
000049
Ex. 12, 8 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding investigation
of Buckley claim.
OXF-PRIV-
000344
Ex. 12, 9 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding Buckley
severance packages
claims.
OXF-PRIV-
000343
Ex. 12, 10 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding Buckley
severance packages
claims
OXF-PRIV-
000342
Ex. 12, 11 	Privileged in part; third
paragraph beginning with
“Even” and accompanying
link are privileged and
may be redacted; the rest
were not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
and thus are not privileged
Confidential email
reflecting attorney‐
client communication
regarding Buckley
severance packages
claims.
OXF-PRIV-
000327
Ex. 12, 12 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐
client communication
regarding engagement of
investigator.

OXF00055062–
64
Ex. 13, 1 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
the bullet point starting
“2.” in the 10/3/18 8:02 PM
email from Mary Claire
Goff may be redacted as
irrelevant
Confidential email
reflecting attorney‐client
communication
regarding Buckley
pending claim.
OXF00055058–
61
Ex. 13, 2 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
the bullet point starting
“2.” in the 10/3/18 8:02 PM
email from Mary Claire
Goff may be redacted as
irrelevant
Confidential email
reflecting attorney‐client
communication
regarding Buckley
pending claim.
OXF00055054–
57
Ex. 13, 3 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
the bullet point starting
“2.” in the 10/3/18 8:02 PM
email from Mary Claire
Goff and the second
sentence of 10/3/18 8:36
PM email from Mary
Claire Goff may be
redacted as irrelevant
Confidential email
reflecting attorney‐client
communication
regarding Buckley
pending claim.

OXF00055050–
53
Ex. 13, 4 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
the bullet point starting
“2.” in the 10/3/18 8:02 PM
email from Mary Claire
Goff and the second
sentence of 10/3/18 8:36
PM email from Mary
Claire Goff may be
redacted as irrelevant
Confidential email
reflecting attorney‐client
communication
regarding Buckley
pending claim.
OXF00050964–
65
Ex. 13, 5 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00054735–
36
Ex. 13, 6 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00045822–
23
Ex. 13, 7 	Privileged in part; the first
sentence of the 10/26/18
11:38 AM email from
Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
N/A
OXF00054733–
34
Ex. 13, 8 	Privileged in part; the first
sentence of the 10/26/18
11:38 AM email from
Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
N/A

OXF00050888–
88_1
Ex. 13, 9 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of claim.
OXF00055030–
31
Ex. 13, 10 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of claim.
OXF00054719–
23
Ex. 13, 11 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding claim
investigation.
OXF00050852–
57
Ex. 13, 12 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054714–
18
Ex. 13, 13 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding claim
investigation.
OXF00050843–
48
Ex. 13, 14 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054708–
13
Ex. 13, 15 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding claim
investigation.

OXF00050839–
42
Ex. 13, 16 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00050835–
38
Ex. 13, 17 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00050830–
34
Ex. 13, 18 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding Buckley claim
notice.
OXF00054959–
60
Ex. 13, 19 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim
OXF00054957–
58
Ex. 13, 20 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054954–
56
Ex. 13, 21 	Not privileged; was
disclosed to third parties
without redactions
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054950–
53
Ex. 13, 22 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.

OXF00054946–
49
Ex. 13, 23 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054941–
45
Ex. 13, 24 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054936–
40
Ex. 13, 25 	Not privileged; redactions
are within draft email
subsequently sent to third
party without alteration
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054930–
35
Ex. 13, 26 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054891–
91
Ex. 13, 27 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00054966–
66
Ex. 13, 28 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding review of the
Buckley claim.
OXF00054886–
86
Ex. 13, 29 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding review of the
Buckley claim.

OXF00050799–
03
Ex. 13, 30 	Privileged in part; final
paragraph of 12/12/18 7:52
PM email from Euteneuer
to Costello is privileged
and may be redacted; the
rest were not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A
OXF00050793–
98
Ex. 13, 31 	Privileged in part; final
paragraph of 12/12/18 7:52
PM email from Euteneuer
to Costello is privileged
and may be redacted; the
rest were not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A
OXF00050787–
92
Ex. 13, 32 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00055024–
25
Ex. 13, 33 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00050694–
97
Ex. 13, 34 	Not privileged; disclosed in
Ex. 11 to Pl.’s Br. Supp.
Mot. Compel, (ECF No.
76.1), and the redacted
sentence in bullet point 2
was not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A

OXF00050358–
61
Ex. 13, 35 	Not privileged; disclosed in
Ex. 11 to Pl.’s Br. Supp.
Mot. Compel, (ECF No.
76.1), and the redacted
sentence in bullet point 2
was not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A
OXF00001511–
11_4
Ex. 13, 36 	Not privileged; disclosed in
Ex. 11 to Pl.’s Br. Supp.
Mot. Compel, (ECF No.
76.1), and the redacted
sentence in bullet point 2
was not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A
OXF00050690–
93
Ex. 13, 37 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00050681–
85
Ex. 13, 38 	Privileged 	N/A
OXF00050675–
80
Ex. 13, 39 	Privileged in part; the
12/24/18 9:09 AM email
from Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
N/A

OXF00050668–
74
Ex. 13, 40 	Privileged in part; the
12/24/18 9:09 AM email
from Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
N/A
OXF00050664–
67
Ex. 13, 41 	Not privileged; the
redacted portions of
Kristan Costello’s 12/23/18
2:38 PM email to Susan
Euteneuer were disclosed
in Ex. 11 to Pl.’s Br. Supp.
Mot. Compel, (ECF No.
76.1); the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
N/A
OXF00054925–
27
Ex. 13, 42 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding investigation
of Buckley claim.
OXF00050632–
37
Ex. 13, 43 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00052776–
81
Ex. 13, 44 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00054919–
24
Ex. 13, 45 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A

OXF00054962–
62
Ex. 13, 46 	Privileged in part; second
line of 7:37 PM message
from Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
Confidential email
reflecting attorney‐client
communication
regarding Buckley
severance packages
claims
OXF00054883–
83
Ex. 13, 47 	Privileged in part; second
line of 7:37 PM message
from Susan Euteneuer is
privileged and may be
redacted; the rest were not
made in the course of
giving or seeking legal
advice or for a primarily
legal purpose
Confidential email
reflecting attorney‐client
communication
regarding Buckley
severance packages
claims.
OXF00050517–
23
Ex. 13, 48 	Privileged 	N/A
OXF00050509–
16
Ex. 13, 49 	Privileged 	N/A
OXF00050499–
06
Ex. 13, 50 	Privileged 	N/A
OXF00054910–
17
Ex. 13, 51 	Privileged 	Attachment to a
privileged email.
OXF00055021–
22
Ex. 13, 52 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00055114–
14
Ex. 13, 53 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.

OXF00055019–
20
Ex. 13, 54 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00055112–
13
Ex. 13, 55 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00050222–
29
Ex. 13, 56 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00050214–
21
Ex. 13, 57 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00054683–
90
Ex. 13, 58 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00050213–
13
Ex. 13, 59 	Not privileged; redaction
downgraded
N/A
OXF00050207–
08
Ex. 13, 60 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
DiMayo 1/7/19 7:20 PM
email also disclosed at
OXF0050204-06,
OXF0054675-76, and
OXF050201-03 without
redactions
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.

OXF00054677–
78
Ex. 13, 61 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
DiMayo 1/7/19 7:20 PM
email also disclosed at
OXF0050204-06,
OXF0054675-76, and
OXF050201-03 without
redaction
N/A
OXF00050204–
06
Ex. 13, 62 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00054675–
76
Ex. 13, 63 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
N/A
OXF00050201–
03
Ex. 13, 64 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00054672–
74
Ex. 13, 65 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose;
DiMayo 1/7/19 7:20 PM
email also disclosed at
OXF0050204-06,
OXF0054675-76, and
OXF050201-03 without
redaction
N/A

OXF00050198–
00
Ex. 13, 66 	Privileged in part; email
from Euteneuer to DiMayo
1/8/19 6:50:32 PM is
privileged and may be
redacted; DiMayo 1/7/19
7:20 PM email disclosed at
OXF0050204-06,
OXF0054675-76, and
OXF050201-03 without
redaction, and the rest
were not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding independent
investigation of claim.
OXF00054669–
71
Ex. 13, 67 	Privileged in part; email
from Euteneuer to DiMayo
1/8/19 6:50:32 PM is
privileged and may be
redacted; DiMayo 1/7/19
7:20 PM email disclosed at
OXF0050204-06,
OXF0054675-76, and
OXF050201-03 without
redaction, and the rest
were not made in the
course of giving or seeking
legal advice or for a
primarily legal purpose
N/A
OXF00054961–
61
Ex. 13, 68 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding review of the
Buckley claim.
OXF00054882–
82
Ex. 13, 69 	Not privileged; not made
in the course of giving or
seeking legal advice or for
a primarily legal purpose
Confidential email
reflecting attorney‐client
communication
regarding review of the
Buckley claim.
OXF00050142–
47
Ex. 13, 70 	Privileged 	N/A

APPENDIX B – BUCKLEY COMMUNICATIONS
No. 	Tab # 	Privilege 	Log Description
LOG0934 	1 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0945 	2 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0935 	3 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0952 	4 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0502 	5 	Not privileged; non-
substantive administrative
email not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email with attachment
prepared in anticipation of
litigation providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0161 	6 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0560 	7 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain with attachment
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0083 	8 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0042 	9 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0037 	10 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0344 	11 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.

LOG0289 	12 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0079 	13 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0601 	14 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0608 	15 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0145 	16 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0164 	17 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.

LOG0672 	18 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0254 	19 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0057 	20 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0017 	21 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0168 	22 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0223 	23 	Not privileged; non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.

LOG0003 	24 	Not privileged; although one
email is marked “Privileged
and Confidential,” that email
only provides update
concerning investigation;
others are non-substantive
scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0325 	25 	Not privileged; although one
email is marked “Privileged
and Confidential,” that email
only provides update
concerning investigation;
others are non-substantive
scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0481 	26 	Not privileged; although one
email is marked “Privileged
and Confidential,” that email
only provides update
concerning investigation;
others are non-substantive
scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.

LOG0248 	27 	Not privileged; although one
email is marked “Privileged
and Confidential,” that email
only provides update
concerning investigation;
others are non-substantive
scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0191 	28 	Not privileged; although one
email is marked “Privileged
and Confidential,” that email
only provides update
concerning investigation;
others are administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0445 	29 	Not privileged; non-
substantive scheduling email
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email requesting legal advice
regarding Latham
investigation.
LOG0058 	30 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0462 	31 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0562 	32 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0556 	33 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0448 	34 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0167 	35 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0385 	36 	Privileged in part; the
12/29/17 11:17 PM email from
Fred Spindel, 12/29/17 5:15
PM email from Benjamin
Klubes, and the second
12/29/17 email from Fred
Spindel are privileged and
may be redacted; although
one email is marked
“Privileged and Confidential,”
that email only provides
update concerning
investigation; others are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain prepared in
anticipation of litigation
providing legal advice
regarding Latham
investigation.
LOG0690 	37 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0199 	38 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0322 	39 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0364 	40 	Not privileged; non-
substantive scheduling email
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0081 	41 	Not privileged; non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0976 	42 	Not privileged; 2/27/18 email
from Chris Witeck was not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose;
others were disclosed to third
parties
Email with attachments
providing information to
assist in rendering legal
advice regarding negotiation
of Term Sheet or Retirement
Agreement.
LOG0783 	43 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain providing legal
advice regarding negotiation
of Term Sheet or Retirement
Agreement.
LOG0804 	44 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain providing legal
advice regarding negotiation
of Term Sheet or Retirement
Agreement.
LOG0876 	45 	Privileged in part; the 2/28/18
7:31 PM email from Ben
Klubes is privileged and may
be redacted; others were
disclosed to third parties
Email chain requesting legal
advice regarding Sandlers
departure.

LOG0793 	46 	Privileged in part; 2/28/18
7:40 PM email from Kathryn
Ruemmler and the 2/28/18
7:31 PM email from Ben
Klubes are privileged and
may be redacted; others were
disclosed to third parties and
thus are not privileged
Email chain prepared in
anticipation of litigation
providing legal advice
regarding Sandlers
departure.
LOG0008 	47 	Privileged 	Email requesting legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0227 	48 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0550 	49 	Privileged 	Email chain requesting legal
advice regarding allegations
against Andrew Sandler;
Sandlers departure.
LOG0233 	50 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, and
the 3/2/18 5:46 PM email from
Chris Witeck are privileged
and may be redacted; the
3/2/18 email from Jonathan
Su was non-substantive and
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0559 	51 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; the 3/2/18 email
from Jonathan Su was non-
substantive and not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0362 	52 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0090 	53 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0372 	54 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
5:45 PM email from Chris
Witeck are privileged and
may be redacted; others are
non-substantive scheduling
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain reflecting
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0528 	55 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
5:45 PM email from Chris
Witeck are privileged and
may be redacted; others are
non-substantive scheduling
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain reflecting
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0334 	56 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0317 	57 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0205 	58 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0353 	59 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain reflecting a
request for legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0545 	60 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0663 	61 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0109 	62 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0396 	63 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0128 	64 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0422 	65 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0055 	66 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0664 	67 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain reflecting
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure
LOG0343 	68 	Privileged in part; the 3/1/18
9:28 AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain reflecting a
request for legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0108 	69 	Privileged 	Email prepared in
anticipation of litigation
reflecting a request for legal
advice regarding Latham
investigation.
LOG0574 	70 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0103 	71 	Privileged 	Email chain prepared in
anticipation of litigation
providing legal advice
regarding Latham
investigation.
LOG0511 	72 	Privileged in part; the 3/6/18
9:54 PM email from Chris
Witeck, the 3/1/18 9:28 AM
email from Benajmin Klubes,
the 3/1/18 9:40 AM email from
Tina Tchen, the 3/2/18 5:46
PM email from Chris Witeck,
and the 3/2/18 10:57 PM email
from Tina Tchen are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain requesting
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0402 	73 	Privileged in part; the 3/6/18
9:55 PM email from Anita
Dunn, the 9:54 PM email from
Chris Witeck, the 3/1/18 9:28
AM email from Benajmin
Klubes, the 3/1/18 9:40 AM
email from Tina Tchen, the
3/2/18 5:46 PM email from
Chris Witeck, and the 3/2/18
10:57 PM email from Tina
Tchen are privileged and may
be redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0500 	74 	Privileged 	Email chain with attachment
providing legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.
LOG0955 	75 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain requesting
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0958 	76 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0942 	77 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0954 	78 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain reflecting a
request for legal advice
regarding Latham
investigation.

LOG0940 	79 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0561 	80 	Privileged in part; the 3/8/18
email from Jonathan Su is
privileged and may be
redacted; other email is non-
substantive and was not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Sandlers
departure.

LOG0563 	81 	Privileged in part; the
following time entry
descriptions of work
performed are privileged and
may be redacted from the
3/9/18 Latham invoice (all
time entries from 2/3/18
through 2/28/18 except
2/15/18 K H Ruemmler and
2/16/18 J C Su) and from the
2/28/18 Latham invoice
(12/31/17 K H Reummler after
“regarding”; 1/10/18 K H
Ruemmler after “regarding”;
1/12/18 K H Reummler after
“Analysis regarding”; 1/18/18
P M Gilhuly after “regarding”
and before “telephone”;
1/18/18 K H Ruemmler after
“regarding”; 1/18/18 N G
Anderson after “research” and
before “draft”; 1/19/18 N G
Anderson after “summary of”;
1/20/18 N G Anderson after
“regarding”; 1/22/18 J C Su
after “attention to” and before
“further”; 1/22/18 E B Jones
after the first “regarding” and
before “conference”; 1/22/18 N
G Anderson; 1/23/18 J C Su
after “Attention to” and before
“review”; 1/23/18 E B Jones
after “research”; 1/23/18 N G
Anderson; 1/24/18 J C Su
after “regarding” and before
“analysis” and after “review
of”; 1/24/18 N G Anderson
after “Draft and revise”;
1/25/18 L M Inscoe after
“regarding”; 1/29/18 N G
Anderson after “related to”;
1/30/18 N G Anderson after
“Research”; 1/31/18 K H
Reummler after
Email with attachments
providing legal advice
regarding Latham
investigation.

“negotiations”; 1/31/18 J C Su
after “review”; 1/31/18 E B
Jones after “research”; 1/31/18
N G Anderson after “relating
to”); the rest of the invoices
and the cover email from
Jonathan Su were not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
LOG0950 	82 	Privileged in part; the bullet
point starting “2.” in the
3/5/18 email from John
Kromer and the first sentence
of the bullet point starting
“(2)” in the 3/5/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the rest are non-
substantive scheduling and
administrative emails not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0468 	83 	Privileged in part; the
portions of this document that
duplicate LOG0563 are
privileged to the same extent
and may be redacted
accordingly; the rest of the
document was not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain with
attachments forwarding legal
advice regarding Latham
investigation.
LOG0459 	84 	Not privileged; non-
substantive emails concerning
invoices not made in the
course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0840 	85 	Not privileged; non-
substantive emails concerning
invoices not made in the
course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0140 	86 	Not privileged; non-
substantive emails concerning
invoices not made in the
course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0542 	87 	Not privileged; non-
substantive emails concerning
invoices not made in the
course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain reflecting legal
advice regarding Latham
investigation.
LOG0387 	88 	Privileged 	Email providing information
to assist in rendering legal
advice regarding Sandlers
departure.
LOG0537 	89 	Privileged in part; the subject
line after “:” is privileged and
may be redacted; the rest is a
non-substantive automatic
email reply message which
does not reflect the giving or
seeking of legal advice
Email reflecting a request for
legal advice regarding
Sandlers departure.
LOG0565 	90 	Privileged 	Email chain providing legal
advice regarding Sandlers
departure.

LOG0129 	91 	Privileged in part; the 3/27/18
email from John Kromer is
privileged and may be
redacted; the other is a non-
substantive scheduling email
which does not reflect the
giving or seeking of legal
advice
Email chain reflecting a
request for legal advice
regarding Sandlers
departure.
LOG0005 	92 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; the other is a non-
substantive scheduling email
which does not reflect the
giving or seeking of legal
advice
Email chain providing legal
advice regarding Sandlers
departure.
LOG0373 	93 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0260 	94 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0348 	95 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0113 	96 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0154 	97 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0304 	98 	Privileged in part; the 3/27/18
email from John Kromer and
the 3/27/18 email from
Kathryn Ruemmler are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain reflecting a
request for legal advice
regarding Sandlers
departure.
LOG0456 	99 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain with attachment
reflecting legal advice
regarding Sandlers
departure.
LOG0432 	100 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0123 	101 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0419 	102 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain reflecting a
request for legal advice
regarding Sandlers
departure.
LOG0279 	103 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0359 	104 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG1006 	105 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain forwarding
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG1004 	106 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG1008 	107 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0139 	108 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0044 	109 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG1003 	110 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0082 	111 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0666 	112 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG1014 	113 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0287 	114 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0125 	115 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0466 	116 	Privileged 	Email chain with
attachments prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding allegations
against Andrew Sandler;
Latham investigation;
Sandlers departure.
LOG0409 	117 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding allegations
against Andrew Sandler;
Latham investigation;
Sandlers departure
LOG0208 	118 	Privileged 	Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding allegations
against Andrew Sandler;
Sandlers departure
LOG0207 	119 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0098 	120 	Privileged 	Email chain requesting
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0155 	121 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0266 	122 	Privileged 	Email chain requesting
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0512 	123 	Privileged 	Email with attachments
providing legal advice
regarding allegations against
Andrew Sandler; Latham
investigation; Sandlers
departure.
LOG0443 	124 	Privileged 	Email chain requesting legal
advice regarding Sandlers
departure.
LOG0141 	125 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding allegations against
Andrew Sandler; Latham
investigation; Sandlers
departure.
LOG0070 	126 	Privileged 	Email chain providing legal
advice regarding allegations
against Andrew Sandler;
Latham investigation;
Sandlers departure.
LOG1015 	127 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.

LOG0385 	128 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email prepared in
anticipation of litigation
reflecting a request for legal
advice regarding Latham
investigation.
LOG0045 	129 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling email)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0245 	130 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0111 	131 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain prepared in
anticipation of litigation
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0467 	132 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0374 	133 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0262 	134 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain reflecting a
request for legal advice
regarding Latham
investigation.
LOG0012 	135 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain reflecting a
request for legal advice
regarding Latham
investigation.
LOG0243 	136 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0380 	137 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain reflecting a
request for legal advice
regarding Latham
investigation.
LOG0063 	138 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0421 	139 	Not privileged; not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose (includes non-
substantive scheduling
emails)
Email chain reflecting a
request for legal advice
regarding Latham
investigation.

LOG1005 	140 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
which were not made in the
course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0572 	141 	Privileged in part; the time
entries on the invoices are
privileged except for the
3/11/18 entry by J C Su on the
5/11/18 invoice beginning with
“and,” and these time entries
may be redacted to this
extent; the rest of the invoices
and emails were not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email with attachments
prepared in anticipation of
litigation reflecting legal
advice regarding Latham
investigation.
LOG0553 	142 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation
LOG0278 	143 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation

LOG0964 	144 	Privileged in part; the
portions of this document that
duplicate LOG0572 are
privileged to the same extent
and may be redacted
accordingly; the rest of the
invoices and emails were not
made in the course of giving
or seeking legal advice or for a
primarily legal purpose
Email chain with
attachments forwarding
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0135 	145 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email reflecting information
to assist in rendering legal
advice regarding Latham
investigation.
LOG0866 	146 	Not privileged; non-
substantive emails not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0854 	147 	Not privileged; non-
substantive emails not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0006 	148 	Not privileged; non-
substantive emails not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0534 	149 	Privileged in part; the time
entries on the invoices
included in this document are
privileged except for the
3/11/18 entry by J C Su on the
5/24/18 invoice beginning with
“and,” and these time entries
may be redacted to this
extent; the rest of the invoices
and emails were not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email with attachments
prepared in anticipation of
litigation reflecting legal
advice regarding Latham
investigation.
LOG0848 	150 	Not privileged; non-
substantive administrative
emails not made in the course
of giving or seeking legal
advice or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0969 	151 	Privileged in part; the time
entries on the invoices are
privileged except for the
3/11/18 entry by J C Su on the
5/24/18 invoice beginning with
“and,” and these time entries
may be redacted to this
extent; the rest of the invoices
and emails were not made in
the course of giving or seeking
legal advice or for a primarily
legal purpose
Email chain with
attachments prepared in
anticipation of litigation
forwarding information to
assist in rendering legal
advice regarding Latham
investigation.

LOG1007 	152 	Privileged in part; the 3/27/18
email from John Kromer, the
3/27/18 email from Kathryn
Ruemmler, and the 3/28/18
email from Josh Dorner are
privileged and may be
redacted; others are non-
substantive scheduling emails
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain providing
information to assist in
rendering legal advice
regarding Sandlers
departure.
LOG0496 	153 	Privileged in part; the 4/3/18
and 4/4/18 time entries on the
6/18/18 invoice are privileged
and may be redacted; the rest
of the invoice and email were
not made in the course of
giving or seeking legal advice
or for a primarily legal
purpose
Email chain with attachment
prepared in anticipation of
litigation reflecting legal
advice regarding Latham
investigation.
LOG0567 	154 	Not privileged; non-
substantive emails not made
in the course of giving or
seeking legal advice or for a
primarily legal purpose
Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation.
LOG0984 	155 	Privileged 	Email with attachment
providing information to
assist in rendering legal
advice regarding Latham
investigation.
LOG0974 	156 	Privileged 	Email chain requesting
information to assist in
rendering legal advice
regarding Latham
investigation.

LOG0943 	157 	Privileged 	Email chain providing
information to assist in
rendering legal advice
regarding Latham
investigation; Sandlers
departure.