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not the individual. If this occurs, in-house counsel should encourage the employee toretain separate counsel and advise the employee that their communications are notprotected by the attorney-client privilege.Moreover, although in-house counsel could represent an employee of the corporationas well as the corporation, the attorney must do so only after clearing the conflict ofjoint-representation under Rule 1.7. After considering these various issues andestablishing who the client is, in-house counsel can then determine whichcommunications are protected by the attorney-client privilege.V. Preservation of the Attorney PrivilegeCare must be taken, particularly by in-house counsel, to protect the attorney – clientprivilege. “The attorney-client privilege is the oldest of the privileges for confidentialcommunications known to the common law.” 2“Its purpose is to encourage full andfrank communication between attorneys and their clients and thereby promote broaderpublic interests in the observance of law and administration of justice.” 3To fostercandid communication, the privilege runs both ways: It “exists to protect not only thegiving of professional advice to those who can act on it but also the giving of informationto the lawyer to enable him to give sound and informed advice.” 4Likewise, “[t]he[attorney-client] privilege recognizes that sound legal advice or advocacy serves public2 Upjohn Co. v. United States, 449 U.S. 383, 389 (1981); Ebner, Lawrence S., Protecting PrivilegedInternal Investigation Communications, In-House Defense Quarterly (2014).3 Id.4 Id. at 390.8