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permanently protected (7) from disclosure by himself or by the legaladvisor, (8) except the protection be waived. 17The attorney-client privilege applies to all communications “between in-house counsel andcorporate employees to the same extent as communications between outside counsel anda client.” 18The power to exercise or waive the corporate attorney-client privilege generally restswith the client, which is the company’s current management in the corporate context. 19The managers must “exercise the privilege in a manner consistent with their fiduciaryduty to act in the best interests of the corporation and not of themselves asindividuals.” 20Therefore, an employee that serves as both in-house counsel and as ahigh-level manager may be considered the client. In-house counsel serving dual rolesmust be aware of this, because as current management, they have the authority towaive the privilege.VI.Work-Product and Protecting Internal InvestigationsThe Federal Rules of Evidence prevent opposing parties from obtaining documents andtangible things that are prepared in anticipation of litigation. There is an exception,17 Scurto v. Commonwealth Edison Co., 1999 U.S. Dist. LEXIS 513, at *4 (N.D. Ill. Jan. 11, 1999) (citingUnited States v. Lawless, 709 F.2d 485, 487 (7th Cir. 1983)).18 Id. (citing Ames v. Black Entm’t Television, 1998 U.S. Dist. LEXIS 18053, at *20 (S.D.N.Y. Nov. 17, 1998)).See also Upjohn Co, 449 U.S. at 383-403 (reversing lower court judgment where low- and mid-levelemployees’ information was protected by the attorney-client privilege where it was necessary to defendagainst potential litigation); EEOC v. Koch Meat Co., 1992 U.S. Dist. LEXIS 17133 (N.D. Ill. Nov. 4, 1992)(holding that the EEOC was free to question employees concerning the matter at issue, but communicationsbetween the employer and the attorney were privileged).19 Commodity Futures Trading Comm’n v. Weintraub, 471 U.S. 343, 348 (1985).20 Id. at 348-49.12