McKesson HBOC, Inc. v. Superior Court

The issue raised in this writ proceeding is whether the target of a government investigation may share privileged documents with the government without waiving the attorney-client privilege or the protection afforded attorney work product. We conclude petitioner waived the attorney-client privilege and work product protection for documents shared with the government.

BACKGROUND

On April 28, 1999, petitioner McKesson HBOC, Inc., (McKesson) publicly disclosed that its auditors had discovered improperly recorded revenues at McKesson’s subsidiary, HBO & Company (HBOC). The disclosure led to shareholder lawsuits, some filed the same day as the disclosure, and investigations by the United States Attorney’s Office (United States Attorney) and the Securities and Exchange Commission (SEC). The SEC opened a formal investigation by order dated July 19, 1999. The order stated the SEC was investigating whether McKesson, its present and former officers, directors, employees, predecessors, subsidiaries, or other persons or entities had committed securities fraud; filed untrue or misleading reports with the SEC; failed to keep accurate books, records and accounts; falsified books,…