Under the derivative theory of the attorney-client privilege, the communications of legal counsels agents to legal counsel are privileged only if they reveal prior confidential communications from the client. This is true whether you are in-house or outside counsel. The application of the attorney-client privilege protection does not turn on either the fact that the attorney requested information from the agent or the importance of the information communicated to the legal assistance subsequently rendered by the attorney.

"We assume, as did the magistrate judge, that Meyers interviewed Ackert [an investment banker] in order to gain information and to better advise his client Paramount. That, however, is insufficient to give rise to the privilege. The purpose of the privilege is to encourage clients to make full disclosure to their attorney. . . . To that end, the privilege protects communications between a client and an attorney, not communications that prove important to an attorney's legal advice to a client. Thus, a communication between an attorney and client may be privileged even if it turns out to be unimportant to the legal services provided. . . . Conversely, a communication between an attorney and a third party does not become shielded by the attorney-client privilege solely because the communication proves important to the attorney's ability to represent the client."

United States v. Ackert, 169 F.3d 136, 1999 U.S. App. LEXIS 3129, *6 (2d Cir. Feb. 26, 1999).

The sole purpose of the privilege is to encourage the client to communicate candidly with the attorney. Therefore the application of the attorney-client privilege to communications from the attorney to the client, or between the attorney and the attorney's agents, turns solely on whether the communications reveal (1) the content of what the client previously communicated (2) in confidence (3) to either the attorney or the attorney's agent (4) for the purpose of obtaining legal assistance.