McAfee Inc. formed a special committee of its board of directors to investigate allegations of stock option backdating and hired Howrey LLP to do so. As part of the investigation, Howrey prepared presentations that contained its findings, as well as information gathered from witness interviews. Howrey presented this information to: McAfee’s board; the SEC; the Department of Justice; and McAfee’s former and current auditors. Kent Roberts, a former executive vice president of McAfee, sought the production of the following: notes from interviews that Howrey conducted; notes from meetings and communications between Howrey, the SEC and DOJ; and notes from communications between Howrey and the special committee, as well as Howrey and the board.
Howrey initially objected to producing any of its notes, but ultimately agreed to produce notes from meetings and communications between Howrey and the government, subject to redacting mental impressions and conclusions. Howrey also provided Roberts with more than 20,000 pages of documents, including the underlying documents and e-mails that Howrey reviewed, Howrey’s presentation to third parties and a list of the witnesses that Howrey interviewed.
