Audit-Inquiry Responses in the Arena of Discovery: Protected by the Work-Product Doctrine

With the above-quoted declaration, in 1975 drafters at the American Bar Association (ABA) opened the Preamble to the Statement of Policy Regarding Lawyers' Responses to Auditors' Requests for Information (the Statement of Policy or Statement), which is the ABA's effort to provide guidance for responding to audit-inquiry letters. To the uninitiated, it might seem odd that a policy statement regarding inquiries by auditors should open with a broad pronouncement about the fundamental protection of confidential, attorney-client communications. The issue, however, is that responding to routine audit inquiries might put lawyers at risk of breaching the confidentiality of such communications and waiving the protection against disclosing the substance of such communications. This Article examines the state of the law regarding this issue. First, the Article describes the nature of the audit-inquiry response. Second, it pro-