LIFESCAN, INC., et al., Plaintiffs, v. JEFFREY C. SMITH., et al., Defendants ROCHE DIAGNOSTICS CORPORATION, et al., Plaintiffs, v. JEFFREY C. SMITH., et al., Defendants Civil Action No. 17-5552 (CCC)(JSA), Civil Action No. 19-8761 (CCC)(JSA) United States District Court, D. New Jersey Filed May 16, 2024 Cavanaugh, Dennis, Special Master (Ret.) ORDER & OPINION OF THE SPECIAL MASTER JUDGE DENNIS CAVANAUGH, RET. AS TO PLAINTIFFS’ MOTION TO COMPEL DEFENDANT ZIONS *1 The matter before the Special Master is a motion filed by LifeScan, Inc. and Roche Diagnostics Corp and Roche Diabetes Care, Inc. (together, “Roche,” and with LifeScan, “Plaintiffs”) seeking to compel Defendant Zions Bancorporation, N.A. (“Zions” or “Defendant”) to provide full responses to Interrogatories 2 and 3 of Plaintiffs’ First Set of Interrogatories and to provide documents in Exhibits E-G[1], which have been withheld on the basis of privilege. I. Background The Special Master will only address pertinent procedural and factual events which form the basis of this motion since the litigants are fully familiar with the facts and issues upon which this litigation rests. This is a coordinated, but not consolidated, lawsuit filed on behalf of LifeScan and Roche. These two companies manufacture diabetic test strips (“DTS”). Plaintiffs charge that a now defunct entity known as Alliance Medical Holdings, LLC (“Alliance”) schemed to sell non-retail DTS to diabetic patients, but were reimbursed by pharmacy benefit managers (“PBMs”) for sales of retail DTS, substantially profiting from the difference. Plaintiffs contend that Zions knew of Alliance's fraudulent scheme and took various actions to assist Alliance, including providing financiering that allowed Alliance to commit the fraud. Zions refutes these allegations. The current dispute concerns two interrogatories served on Zions related to Zions’ knowledge of criminal investigations against Alliance and documents withheld by Zions on the basis of privilege. The Special Master will address the two disputes separately. II. Zions’ Responses to Interrogatories Plaintiffs ask the Special Master to compel Zions to provide full responses to Interrogatories 2 and 3 of Plaintiffs’ First Set of Interrogatories. The Interrogatories and Zions’ responses are excerpted below: Interrogatory 2 Request: Describe in detail how You became aware of the Federal Bureau of Investigation's intention to seize bank accounts belonging to Alliance and issue damming warrants to seize incoming receivables, including when you learned of that intention, the identity of each and every individual or entity that informed You of the Federal Bureau of Investigation's intention, how information about the Federal Bureau of Investigation's intention was communicated to You, and the content of any communication to You about the Federal Bureau of Investigation's intention to seize such bank accounts and seek a damming warrant. Response: After reasonable inquiry and review of information available to Zions, Zions is not aware of the date it was first made aware of the possibility that the government might seize Alliance assets. Counsel for Zions was engaged in discussions with representatives of the government after service of the grand jury subpoena on August 10, 2016 and learned on or about January 28, 2017 that the government might seek to seize certain bank accounts held at Zions. Zions learned on February 22, 2017 from Brent Robbins—Contract Forfeiture Investigator with the Federal Bureau of Investigation—that a seizure of bank accounts was to occur, which date was the day before the seizure warrant was served. Brent Robbins communicated with Joseph Schouten at Zions. Schouten was an employee in the Bank's Corporate Security department. *2 Interrogatory 3 Request: Describe in detail any criminal investigations of Alliance of which You are aware, including the investigation referenced in entry No. PrivID03016 of Your privilege log. Such descriptions should include the subject matter of the investigation, the identity of the investigating entity, when You became aware of the investigation, and how You became aware of the investigation, including the identity of each and every individual or entity that informed You of the investigation and the content of any communication with such individual or entity about the investigation. Response: After reasonable inquiry and review of information available to Zions, Zions became aware of the investigation referred to in the grand jury subpoena (ZIONS00053738) on August 9, 2016. The United States Attorney's office in Utah contacted Zions’ Corporate Security office on or about August 9, 2016 (but no earlier than August 2016) regarding the issuance of subpoenas, but Zions cannot determine with any more precision when that call was placed or who in that office received the call. The grand jury subpoena was served on August 10, 2016. Zions was unaware of the subject matter of the investigation. Federal law prohibited Zions from disclosing the existence or contents of the subpoena related to the investigation covered by the subpoena. On or about January 18, 2018, Zions was served with another grand jury subpoena (ZIONS00053750) requesting it produce to the Government additional bank account information and other related documents relating to Alliance. Following Zions’ response to these interrogatories, Plaintiffs served a Second Set of Interrogatories on Zions. While Plaintiffs have not asked the Special Master to compel any responses to these interrogatories, Interrogatories 5 and 6 are related to the two Interrogatories at issue in this motion. Zions’ responses to Interrogatories 5 and 6 of Plaintiffs’ Second Set of Interrogatories are excerpted below: Interrogatory 5 Request: Describe in detail how You became aware of the “possibility that the government might seize Alliance assets,” as referenced in Your June 23, 2023 Responses to Roche's First Interrogatories (served on June 29, 2023), including the identity of each and every individual or entity that informed You of the “possibility” that the Government might seize Alliance assets, how information about the possibility that the Government might seize Alliance assets was communicated to you, and the date on which each such communication occurred. Response: After reasonable inquiry and review of information available to Zions, Zions is not aware of the date it was first made aware of the possibility that the government might seize Alliance assets. Counsel for Zions was engaged in discussions with representatives of the government after service of the grand jury subpoena on August 10, 2016 and Zions learned on or about January 28, 2017 that the government might seek to seize certain bank accounts held at Zions. After reasonable inquiry and review of information available to Zions, Zions is presently unaware of the name of the government representative that initially informed Zions of the possibility that the government might seize Alliance assets. After reasonable inquiry and review of information available to Zions, the names of individuals that communicated with Zions representatives from the government include Brent Robbins in his role as contract investigator for the FBI, Adam Elggren, Mark Hirata, and Travis Elder. Zions counsel involved in communications with the government representatives included Robert Goodman and attorneys at Ray Quinney and Nebeker. Zions learned on February 22, 2017 in an email from Brent Robbins to Joseph Schouten at Zions that a seizure of bank accounts was to occur the next day. Schouten was an employee in the Bank's Corporate Security department. Zions was unaware of the subject matter of the investigation. Federal law prohibited Zions from disclosing the existence or contents of the subpoena related to the investigation covered by the subpoena as well as the discussions with the government regarding the potential seizure of Alliances’ assets. *3 Interrogatory 6 Request: Identify the circumstances under which You first became aware of any investigations (civil or criminal) by any Government entity into Alliance, including the date when you gained that awareness. Response: After reasonable inquiry and review of information available to Zions, Zions became aware of the investigation referred to in the grand jury subpoena (ZIONS00053738) on August 9, 2016. The United States Attorney's office in Utah contacted Zions’ Corporate Security office on or about August 9, 2016 (but no earlier than August 2016) regarding the issuance of subpoenas, but Zions cannot determine with any more precision when that call was placed or who in that office received the call. The grand jury subpoena was served on August 10, 2016. Zions was unaware of the subject matter of the investigation. Federal law prohibited Zions from disclosing the existence or contents of the subpoena related to the investigation covered by the subpoena. Zions was not aware of any other investigations into Alliance. III. Legal Arguments A. Plaintiffs’ Arguments Plaintiffs assert that Zions should either be compelled to provide supplemental responses or a portion of its response should be stricken by this Court. Plaintiffs contend that Zions states both that it does not know when it first became aware of the government investigation into Alliance, nor identify the individuals who were first alerted to the investigation or how they were alerted while in the same response stating that it was not aware of any investigation before August 2016. Plaintiffs argue that both cannot be true. According to Plaintiffs, these interrogatories are targeted to elicit information about a key factual dispute in this case: when and how did Zions learn that Alliance was engaged in illegal activity and that it was providing banking services that were crucial to the continued operation of the scheme? Plaintiffs argue that Zions has failed to describe when and how it became aware of the government's investigation into Alliance. Plaintiffs further argue that Zions’ counsel has refused to identify the steps it took to investigate these facts before it concluded that additional information was unavailable. Plaintiffs argue that Zions must justify its assertion that information is unavailable by describing the steps it took to investigate. Plaintiffs cite Younes v. 7-Eleven, Inc., 312 F.R.D. 692, 705 (D.N.J. 2015), for the proposition that a party cannot simply avoid giving an inculpatory interrogatory response by “sticking its head in the sand and refusing to look for answers.” Plaintiffs further argue that Zions should confirm whether the criminal investigation referenced in the grand jury subpoena is the only criminal investigation of which it was aware. Second, Plaintiffs assert that Zions has failed to identify the date it was first made aware of the FBI's intention to seize Alliance assets, nor has it identified the person who informed Zions that such a seizure would occur (Interrogatory 2). Plaintiffs argue that Zions’ response does not fully answer the interrogatory posed. Plaintiffs further argue that Zions’ response does not fully explain the content of the communications made by the government either on or around January 28 or on February 22. B. Zions’ Arguments *4 Zions argues that it has provided adequate responses to Roche's questions and that Zions must live with those answers. First, Zions contends that the discovery Plaintiffs seek is irrelevant to Plaintiffs’ allegations that Zions entered into the June 24, 2014 Credit Agreement with Alliance with actual knowledge of Alliance's allegedly fraudulent business practice based on disclosures in the Credit Agreement. Zions argues that despite this irrelevancy, it has nevertheless performed an objectively reasonable investigation in responding to the Interrogatories and that there is no basis to order further answers to Interrogatory 2 and 3. Zions argues that even if the government investigation discovery sought by Plaintiffs was a proper area of inquiry, further discovery on this category of information would be disproportional as the needs of the case do not justify such extensive discovery on the narrow topic of Zions’ knowledge of government investigations. Zions further argues that it is improper for Plaintiffs to bombard Zions with redundant requests and motion practice when witnesses are scheduled for depositions. Zions maintains that it need only conduct an investigation that is “objectively reasonable.” Zions asserts that the fact that it supplied a date range based on available information does not render its response incomplete. Zions argues that it conducted a completely reasonable investigation and the information that has been provided is both what was readily available after due inquiry and not otherwise subject to the attorney-client privilege. The solution is not to strike the reference to “August 2016” in Zions’ response. With respect to Interrogatory 2, Zions could not have been clearer—it is not aware of the exact date it was first made aware of the possibility that the government might seize Alliance assets after reasonable inquiry and review of information available to Zions. C. Plaintiffs’ Reply In reply, Plaintiffs argue that the subject is relevant as they are entitled to investigate the veracity of Zions’ defense that it did not know of Alliance's alleged scheme until after Alliance's headquarters were raided by the FBI. Plaintiffs argue that Younes supports their contention that Zions has not made a reasonable investigation. Plaintiffs ask that Zions explain the search it undertook or that its responses be partially struck. Plaintiffs argue that neither outcome poses any significant additional burden to Zions. Zions’ suggestion that Plaintiffs may be able to discover answers through depositions is not a substitute for providing its own answers. D. Analysis “Parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties’ relative access to relevant information, the parties’ resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit.” Fed. R. Civ. P. 26(b)(1). “Although the scope of discovery under the Federal Rules is unquestionably broad, this right is not unlimited and may be circumscribed.” Bayer AG v. Betachem, Inc., 173 F.3d 188, 191 (3d Cir. 1999). Federal courts employ a burden-shifting analysis to resolve discovery disputes. A party seeking to compel discovery bears the initial “burden of showing that the information sought is relevant to the subject matter of the action.” Caver v. City of Trenton, 192 F.R.D. 154, 159 (D.N.J. 2000). “That is because the sole purpose of discovery is to add flesh for trial on the parties’ respective claims and defenses in the given action.” Legends Mgmt. Co., LLC v. Affiliated Ins. Co., Civil Action No. 2:16-CV-01608, 2017 U.S. Dist. LEXIS 170326, *4 (D.N.J. Oct. 13, 2017). Evidence is relevant if “it has any tendency to make a fact more or less probable than it would be without the evidence” and “the fact is of consequence in determining the action.” Fed. R. Evid. 401. District courts must remain mindful that relevance is a broader inquiry at the discovery stage than at the trial stage. Nestle Foods Corp. v. Aetna Cas. & Sur. Co., 135 F.R.D. 101, 104 (D.N.J. 1990). *5 “Interrogatories are a discovery device designed to obtain simple facts and can be a simple mode of obtaining the names and addresses of persons having knowledge of pertinent facts, or of securing information about the existence of documentary evidence.” Legends Mgmt. Co., LLC, 2017 U.S. Dist. LEXIS 170326, *7 (quoting Erie Ins. Property & Cas. Co. v. Johnson, 272 F.R.D. 177, 183 (S.D.W.Va. 2010) (quoting Wright, Miller, & Marcus, Federal Practice & Procedure: Civil 3d § 2163)). “[A] responding party generally is not required to conduct extensive research to answer an interrogatory, [but] ... must make a reasonable effort to respond.” Williams v. Acxiom Corp., Civil Action No. 2:15-CV-08464, 2017 U.S. Dist. LEXIS 34505, at *2 (D.N.J. Mar. 10, 2017) (citing Lamon v. Adams, No. 1:09-CV-00205, 2014 U.S. Dist. LEXIS 10499 at *4 (E.D. Cal. Jan. 28, 2014). The responding party must respond “to the fullest extent possible, stating any objections with specificity.” Reyes v. City of Paterson, No. 2:16-CV-2627, 2017 U.S. Dist. LEXIS 65166, 2017 WL 1536425, at *2 (D.N.J. Apr. 28, 2017) (citing Fed. R. Civ. P. 33(b)(3) and (4)); see also Lamon, 2014 U.S. Dist. LEXIS 10499, 2014 WL 309424 at *3. “If the responding party does not have the information, he must describe the efforts undertaken to obtain it.” Williams, 2017 U.S. Dist. LEXIS 34505, 2017 WL 945017, at *2 (citing Hansel v. Shell Oil Corp., 169 F.R.D. 303, 305 (E.D.Pa.1996)). The Special Master turns first to Interrogatory No. 2, which concerns Zions’ knowledge of the FBI's intention to seize bank accounts belonging to Alliance and Plaintiffs’ assertions that Zions has failed to provide the identity of individuals at Zions who were first alerted to the investigation or how they were alerted. The Special Master finds that Zions has sufficiently responded to this Interrogatory request. According to Zions, it “is not aware of the date it was first made aware of the possibility that the government might seize Alliance assets. Counsel for Zions was engaged in discussions with representatives of the government after service of the grand jury subpoena on August 10, 2016 and learned on or about January 28, 2017 that the government might seek to seize certain bank accounts held at Zions.” Zions’ response to Interrogatory 5 of Plaintiffs’ second set of interrogatories further provides that Zions is presently unaware of the name of the government representative that initially informed Zions of the possibility that the government might seize Alliance assets... the names of individuals that communicated with Zions representatives from the government include Brent Robbins in his role as contract investigator for the FBI, Adam Elggren, Mark Hirata, and Travis Elder. Zions counsel involved in communications with the government representatives included Robert Goodman and attorneys at Ray Quinney and Nebeker. Zions learned on February 22, 2017 in an email from Brent Robbins to Joseph Schouten at Zions that a seizure of bank accounts was to occur the next day. Interrogatories do not demand perfection. The Special Master cannot force Zions to respond with information of which it is unaware. Zions maintains it has performed a reasonable investigation and has been unable to determine when it first became aware that the government might seize Alliances’ asserts. The Special Master has no reason to doubt Zions’ representation at this time. The Special Master turns next to Interrogatory No. 3, which asked Zions to detail any criminal investigations of Alliance of which it was aware, including when and how it became aware. Zions’ response indicates that it became aware of the investigation referred to in the grand jury subpoena on August 9, 2016. Zions then explained that the United States Attorney's office in Utah contacted Zions’ Corporate Security office on or about August 9, 2016 (but no earlier than August 2016) regarding the issuance of subpoenas, but Zions cannot determine with any more precision when that call was placed or who in that office received the call. The grand jury subpoena was served on August 10, 2016. *6 The Special Master finds that Zions has sufficiently responded to this Interrogatory. As Zions itself pointed out, Zions must live with its response or lack thereof. Zions maintains it has performed a reasonable investigation and has been unable to determine additional information responsive to this request. The Special Master again has no reason to doubt Zions’ representation. Moreover, Plaintiffs will have the opportunity, if they have not already, to probe Zions’ witnesses on these issues. Accordingly the Special Master will deny Plaintiffs’ request to compel Zions to provide full responses to Interrogatories 2 and 3 of Plaintiffs’ First Set of Interrogatories. IV. Documents Withheld by Zions on the Basis of Privilege A. Plaintiffs’ Arguments Plaintiffs also challenge 682 documents on Zions’ privilege log which were designated privileged under the attorney-client and/or work-product doctrines because they “contain[ ] information necessary to obtain [or provide] legal advice.” Plaintiffs have broken these privilege log entries into three categories and produced the log entries as exhibits: Exhibit E contains communications with no attorney in the “to,” “from,” or “cc” fields that Zions withheld because they “contain[ ] information necessary to obtain [or provide] legal advice”; Exhibit F contains attachments which Zions has withheld on the same basis; and Exhibit G contains communications either to, from, or copying an attorney, but which Plaintiffs assert are nonetheless deficient because they do not “contain[ ] information necessary to obtain [or provide] legal advice.” Plaintiffs assert that these are non-privileged documents and seek to compel their production. Plaintiffs assert that “containing information necessary to obtain [or provide] legal advice” is not a basis on which documents can be withheld for privilege. The work product privilege protects only documents that “can fairly be said to have been prepared or obtained because of the prospect of litigation.” Martin v. Bally's Park Place Hotel & Casino, 983 F.2d 1252, 1258 (3d Cir. 1993) (internal quotation marks and citation omitted). Furthermore, attorney-client privilege does not extend to cover all information that a lawyer needs to provide legal advice, regardless of whether that information appears in the context of a request for legal advice or in a document prepared in anticipation of litigation. Indeed, “underlying facts are never privileged.” In re Hum. Tissue Prod. Liab. Litig., 255 F.R.D. 151, 164 (D.N.J. 2008), appeal denied, judgment aff'd, No. Civ. 06-135, 2009 WL 1097671 (D.N.J. Apr. 23, 2009) (emphasis in original). Additionally, to the extent the privilege claim is over an email attachment, in the District of New Jersey, attachments to privileged emails are not themselves privileged, unless the attachment has its own, independent claim of privilege. Spiniello Cos. v. Hartford Fire Ins. Co., No. CIV A. 07-CV-2689, 2008 WL 2775643, at *2 (D.N.J. July 14, 2008) (“[I]f a communication (such as an email) is privileged but contains attachments, ‘each attachment must individually satisfy the criteria for establishing the privilege. Merely attaching something to a privileged document will not, by itself, make the attachment privileged.’ ” (citation omitted)); see also RLI Ins. Co. v. Greater New York Mut. Ins. Co., No. CV 10-6032, 2011 WL 13150167, at *2 (D.N.J. Dec. 2, 2011); Margulis v. Hertz Corp., No. CV 14-1209, 2017 WL 772336, at *6 (D.N.J. Feb. 28, 2017); In re Johnson & Johnson Talcum Powder Prod. Mktg., Sales Pracs., & Prods. Liab. Litig., No. MDL 2738, 2021 WL 3144945, at *9 (D.N.J. July 26, 2021) (“It is well-settled that where a privileged document has attachments, each attachment must individually satisfy the appli[c]able privilege criteria.”). *7 Plaintiffs argue that by maintaining its baseless privilege assertion, Zions continues to frustrate Plaintiffs’ diligent efforts to investigate when Zions knew of Alliance's fraud. B. Zions’ Arguments With respect to the approximately 400 attachments at issue in Exhibit F, Zions asserts that nearly all those documents already appear in its document productions, and Zions maintains its privilege assertions as to a subset of unproduced documents. Zions does not dispute the law that attachments to privileged emails must have a separate basis to be privileged, Zions argues that the “selection” or “compilation” of documents, including the selection of email attachments, reflects an attorney's mental impressions such that these materials are protected from disclosure as opinion work product. Plaintiffs are not automatically entitled to these attachments. “Preserving the privacy of preparation that is essential to the attorney's adversary role is the central justification for the work product doctrine.” Sporck v. Peil, 759 F.2d 312, 316 (3d Cir. 1985) (citing Hickman v. Taylor, 329 U.S. 495 511 (1947) (“In performing ... various duties, it is essential that a lawyer work with a certain degree of privacy, free from unnecessary intrusion from opposing parties and their counsel.”)). Courts have found that documents chosen by counsel for discussion with the client “fall within the ‘highly protected category of opinion work product’ since they involve the selection and compilation of documents by counsel in preparation for discovery or in anticipation of litigation.” Jaroslawicz v. Engelhard Corp., 115 F.R.D. 515, 519 (D.N.J. 1987) (citing Sporck, 759 F.2d at 316). Zions argues that because these attachments are “family” members of communications involving counsel or conveying or requesting legal advice, the precise selection of attachments to emails involving Zions’ loan to Alliance reveals counsel's mental impressions and attorney-client communications on that topic. See Jaroslawicz, 115 F.R.D. at 518. As to any documents in Exhibit F not already produced, because those attachments are protected by privilege, Zions requests that the Special Master either deny Plaintiffs’ Motion to Compel or conduct an in camera review of this subset before ordering any production. As to the log entries in Exhibits E and G, Zions argues that the Special Master should refrain from ordering production of documents for entries with the disputed description: “containing information necessary to obtain legal advice from counsel[.]” Courts have denied production even where a party claiming protection supported its claim “with a relatively skeletal description offered in the privilege log” which was found to be “somewhat sketchy.” SmithKline Beecham Corp. v. Apotex Corp., 232 F.R.D. 467, 483 (E.D. Pa. 2005) (quoting Long-Term Capital Holdings v. United States, No. 01-01290, 2002 WL 31934139, at *8 (D.Conn. Oct. 30, 2002)). Zions further asserts that while Exhibit E consists of Zions’ communications that appear to have no attorney involved, the absence of counsel alone is not determinative of a privilege designation (or privilege challenge). “A document need not be authored or addressed to an attorney in order to be properly withheld on attorney-client privilege grounds.” Santrade, Ltd. v. Gen. Elec. Co., 150 F.R.D. 539, 545 (E.D.N.C. 1993). In the case of a corporate client, privileged communications may be shared by non- attorney employees in order to relay information requested by attorneys. Id. (citing Cuno, Inc. v. Pall Corp., 121 F.R.D. 198, 202-03 (E.D.N.Y. 1988)). *8 Zions argues that there is nothing deficient or problematic about the descriptor over which Plaintiffs take issue. Zions asserts that if Plaintiffs require additional information to assess Zions’ privilege assertions, the proper and more efficient solution is to provide an updated privilege log, not direct the wholesale production of documents. C. Plaintiffs’ Reply Plaintiffs assert that their objection is not that Zions’ privilege log is “skeletal,” rather they challenge Zions’ basis for withholding the documents because the fact that a document contains information necessary to obtain legal advice does not make the document privileged. Plaintiffs argue that none of the cases Zions relies upon involve emails and none support the assertion that an attachment is privileged because an attorney has attached it. Plaintiffs argue that Zions has provided no reason for maintaining its claim of privilege over the documents identified in Exhibits E and G. V. Legal Analysis A. Attorney Client Privilege Evidentiary privileges are an exception to the general rule that relevant evidence is admissible. Rhone-Poulenc Rorer Inc. v. Home Indem. Co., 32 F.3d 851, 862 (3d. Cir. 1994). Privileges forbid the admission of otherwise relevant evidence when certain interests that the privileges are thought to protect are considered more important than the interests served by the resolution of litigation through full disclosure of all relevant facts. Id. “The privilege forbidding the discovery and admission of evidence relating to communications between attorney and client is intended to ensure that a client remains free from apprehension that consultations with a legal advisor will be disclosed.” Id. The privilege encourages the client to reveal confidences to the lawyer necessary for the lawyer to provide advice and representation. Id.; see also Upjohn Co. v. United States, 449 U.S. 383, 389 (1981) (holding that the purpose of the attorney-client privilege is “to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice.”). Thus, the attorney-client privilege protects (1) communications (2) between “privileged persons” (3) made in confidence (4) intended to receive or give legal assistance. In re Teleglobe Commc'ns Corp., 493 F.3d 345, 359 (3d Cir. 2007), as amended (Oct. 12, 2007) (quoting Restatement (Third) of the Law Governing Lawyers § 68 (2000)). The attorney-client privilege extends to corporations which must act through agents, including their officers and employees. Leonen v. Johns-Manville, 135 F.R.D. 94, 98 (D.N.J. 1990). Because the privilege obstructs the truth-finding process, it is construed narrowly, and “ ‘protects only those disclosures – necessary to obtain informed legal advice – which might not have been made absent the privilege.’ ” Westinghouse Elec. Corp. v. Republic of the Philippines, 951 F.2d 1414, 1423-24 (3d Cir. 1991) (quoting Fisher v. United States, 425 U.S. 391, 403 (1976)). Thus, for a communication to be protected, it must be made to an attorney for the express purpose of obtaining legal advice. Fisher, 425 U.S. at 403. Business and personal advice are not protected by the privilege. Claude P. Bamberger Inter. Inc. v. Rohm and Haas Co., 1997 WL 33768546, at * 2 (D.N.J. Aug. 12, 1997) (citing United States v. Davis, 636 F.2d 1028, 1044 (5th Cir. 1978), cert. denied, 454 U.S. 862 (1981)). Where a communication contains both legal and business advice, the attorney-client privilege will apply only if the primary purpose of the communication was to aid in the provision of legal advice. Id. (citing Hercules, Inc. v. Exxon Corp., 434 F.Supp. 136, 147 (D.Del. 1977)). Just as a litigant may not shield non-privileged information from discovery by combining it with legal advice, a litigant cannot cloak business information in privilege by involving an attorney in the communication of business matters. United States v. Rockwell Int'l, 897 F.2d 1255 (3d Cir. 1990) (“The sine qua non of any claim of privilege is that the information sought to be shielded is legal advice.”); Yang v. Reno, 157 F.R.D. 625, 636 (M.D. Pa. 1994) (holding that the attendance of an attorney at meeting called by the attorney did not render everything said or done at that meeting privileged, rather, for the privilege to apply, the communication must have related to the acquisition or rendition of professional legal services). *9 In addition, the attorney-client privilege does not apply simply because a statement was made by or to an attorney. Nanticoke Lenni-Lenape Tribal Nation v. Porrino, 2017 WL 4155368, at *3 (D.N.J. Sept. 19, 2017). Merely copying an attorney on an e-mail does not, in and of itself, make the e-mail privileged. In re Human Tissue Products Liability Litigation, 255 F.R.D. 151, 164 (D.N.J. 2008); Andritz Sprout-Bauer, Inc. v. Beazer East, Inc., 174 F.R.D. 609, 633 (M.D. Pa. 1997) (“What would otherwise be routine, non-privileged communications between corporate officers or employees transacting the general business of the company do not attain privileged status solely because in-house counsel or outside counsel is ‘copied in’ on correspondence or memoranda”) United States Postal Serv. v. Phelps Dodge Ref. Corp., 852 F.Supp. 156, 163 (E.D.N.Y. 1994) (“A corporation cannot be permitted to insulate its files from discovery simply by sending a ‘cc’ to in-house counsel”). “ ‘To rule otherwise would allow parties to evade the privilege limitations by sending copies of every company-generated e-mail to the company's attorney so as to protect the communication from discovery, regardless of whether legal services were sought or who the other recipients of the e-mail were.’ ” In re Human Tissue Products Liability Litigation, 255 F.R.D. at 164 (quoting In re Avantel, S.A., 343 F.3d 311, 321 (5th Cir. 2003)). If a privileged document has attachments, each attachment must individually qualify for the privilege. “Merely attaching something to a privileged document will not, by itself, make the attachment privileged.” Leonen, 135 F.R.D. at 98 (citing Sneider v. Kimberly-Clarke Corp., 91 F.R.D. 1 (N.D. Ill. 1980)). The applicability of the attorney-client privilege is determined on a case-by-case basis, Upjohn, 449 U.S. at 396–97, and the burden of establishing that a document is protected by the attorney-client privilege is on the party asserting the privilege. Torres v. Kuzniasz, 936 F.Supp. 1201, 1208 (D.N.J. 1996). B. Work Product Privilege The work-product doctrine provides qualified immunity from discovery of materials prepared by an attorney or the attorney's agent in anticipation of litigation or for trial. In Re Gabapentin Litigation, 214 F.R.D. 178, 182 (D.N.J. 2003). This doctrine is codified in Fed. R. Civ. P. 26(b)(3): A party may obtain discovery of documents and tangible things otherwise discoverable...and prepared in anticipation of litigation or for a trial by or for another party or by or for that party's representative (including the other party's attorney, consultant...or agent...) only upon a showing that the party...has substantial need for the materials...and cannot, without undue hardship...obtain their substantial equivalent by other means. Courts in this Circuit have applied a two-part test in determining whether communications should be protected under the doctrine. In re Gabapentin, 214 F.R.D. at 183. The first prong is the “reasonable anticipation” test, which requires the Court to “determine at what point in time litigation could reasonably have been anticipated”. Id. While the phrase “in anticipation of litigation” may be incapable of the precise definition, the Courts in this Circuit and District have provided a template for assessing whether a document can be said to be prepared in anticipation of litigation: In general, though, “a party must show more than a ‘remote process’ and ‘inchoate possibility’, or a ‘likely chance of litigation’ ”. Rather, a party must show that there existed “an identifiable specific claim of impending litigation when the materials were prepared”...The mere involvement of, consultation with, or investigation by an attorney does not, in itself, evidence the “anticipation of litigation”...Neither will the mere fact that litigation actually occurred establish that documents prepared before the litigation were created in anticipation thereof. [In Re Gabapentin Litigation, 214 F.R.D. at 183 (citations omitted).] In this Circuit, there is a second prong – whether the material was produced because of the prospect of litigation “and for no other purpose.” Id. at 184. Documents created for other purposes that prove useful in subsequent litigation are not attorney work-product, while documents that are routinely prepared in the ordinary course of business are outside the scope of work-product protection. In re Gabapentin Litigation, 214 F.R.D. at 184. C. Review of Selected Documents *10 After reviewing the briefing related to this matter, the Special Master requested that a sample of the disputed documents be submitted for in camera review. The parties each selected documents and Zions then submitted ten documents from Exhibit E, fifteen documents from Exhibit F, and ten documents from Exhibit G for the Special Master to review. The Special Master's analysis of his in camera review of these documents follows. Exhibit E The Special master has reviewed ten documents withheld by Zions, which contain communications with no attorney in the “to,” “from,” or “cc” fields that Zions withheld because they purport to contain information necessary to obtain or provide legal advice. PRIVIDL04807-There is no indication in the email that the documents were created or prepared for the purpose of seeking legal advice. The communication appears to involve documents created or communications exchanged in the ordinary course of business. The Special Master finds that this document should be produced. PRIVLD05248-This is a communication about a scheduled meeting at which legal counsel will be present. It does not convey any information necessary to obtain or provide legal advice. Rather it is an email exchange about scheduling a meeting at which legal issues will be discussed. The Special Master finds that this document should be produced. PRIVLD04836-This is a communication in which a Zions employee informs non-lawyers and Robert Goodman, Esq. that a document was sent to an individual. The Special Master is unable to tell from the communication whether the individual referred to in the email was an attorney and if so, if the document was prepared for the purpose of seeking his legal advice. The privilege log does not provide any information aside from stating that it was an “Email containing information necessary to provide legal advice re: Alliance accounts.” The Special Master finds that if the individual referred to in the email is not an attorney then the email should be produced as it appears to be a business correspondence that does not appear to have been drafted for the purpose of obtaining legal advice. PRIVLD05490-This is a communication between non-attorney Zions employees concerning DACA, which the Special Master believes is a deposit account control agreement. Jonathan Baker asks Brock Beattie to review the DACA and provide approval so it can be sent to Melinda. It is not apparent to the Special Master if Melinda is an attorney. However, there is no indication in the email that the document was created or sent to anyone for the purpose of seeking legal advice. The person being asked to approve the document is Brock Beattie, a non-lawyer. The Special Master finds that this document should be produced as it appears to be a business document that was not drafted for the purpose of obtaining legal advice. PRIVLD05622-This is a chart. It appears to be the type of document created in the ordinary course of business. There is nothing about the chart that leads the Special Master to believe it was created for the purpose of obtaining or providing legal advice. The privilege log does not provide any information aside from stating that it was a “Document containing information necessary to provide legal advice re: Alliance.” The Special Master finds that this document should be produced. PRIVLD03233-This is a correspondence providing information requested by Robert Goodman, Esq. It is the Special Master's understanding that Robert Goodman is in-house counsel for Zions. The Special Master finds that this document was properly withheld. *11 PRIVLD03236-This is an email communication. There is no indication that this communication conveys legal advice or was created for the purpose of obtaining legal advice. While Robert Goodman, Esq. is copied on the email there is no indication that information is being exchanged for the purpose of obtaining legal advice, rather is appears to be an email concerning ordinary business matters. This document should be produced. PRIVLD04608-This is an email thread between employees of Zions and Michael Mayfield, Esq. It appears to be properly withheld as privileged. The privilege log fails to properly identify Michael Mayfield, Esq. as a recipient and sender on this email thread. Zions is directed to amend its privilege log to properly identify counsel. PRIVLD04609-This email concerns an email thread providing information to Robert Goodman, Esq. It is the Special Master's understanding that Robert Goodman is in-house counsel for Zions. The Special Master finds that this document was properly withheld. PRIVLD04773-This is an email correspondence from Donald Rans to Branden Parker, Esq at Holland and Hart. This does appear to be a communication with an attorney concerning legal advice and was properly withheld as privileged. After reviewing the sample documents submitted for in camera review, the Special Master has determined that some of the documents were properly withheld as privileged, and some were not. Based on this, the Special Master will direct Zions to: (1) re-review its privilege log (specifically those documents identified in Exhibit E) to ensure that any attorney, in-house or otherwise, involved in any communication or document is properly identified on the privilege log; and (2) to review those documents withheld in Exhibit E and produce any document that on re-review is determined to have been improperly withheld because the document was not prepared or obtained for the primary purpose of obtaining legal advice. Where a document was prepared or obtained primarily for business purposes, the privilege does not apply. “[W]here a communication contains both legal and business advice, the attorney-client privilege will apply only if the primary purpose of the communication was to aid in the provision of legal advice.” Claude P. Bamberger Int'l v. Rohm & Haas Co., Civ. No. 96-1041(WGB), 1997 U.S. Dist. LEXIS 22770, at *6 (D.N.J. Aug. 12, 1997)(citing Hercules, Inc. v. Exxon Corp., 434 F. Supp. 136, 147 (D. Del. 1977)). The Special Master will further caution that “[w]hat would otherwise be routine, non-privileged communications between corporate officers or employees transacting the general business of the company do not attain privileged status solely because in-house counsel or outside counsel is ‘copied in’ on correspondence or memoranda.” Andritz Sprout-Bauer, Inc. v. Beazer East, Inc., 174 F.R.D. 609, 633 (M.D. Pa. 1997). Zions shall complete re-review of its privilege log and documents (related to Exhibit E) within thirty (30) days of the date of this Order and inform Plaintiffs if there are any amendments to its privilege log. Following this, if Plaintiffs believe that additional relief is warranted, Plaintiffs may raise the issue with the Court and the Court will evaluate whether it is necessary to review all documents in dispute on Exhibit E. Exhibit F The Special Master has reviewed fifteen documents from Exhibit F, which are attachments withheld by Zions, as well as 13 additional documents which are the parent email for each of the withheld attachments. *12 With respect to the attachments in Exhibit F, while Zions asserts that nearly all (without specifying exactly how many) of those documents already appear in its document productions, Zions nevertheless must demonstrate that each attachment has a separate basis to be privileged. While Zions argues that the “selection” or “compilation” of these documents reflects an attorney's mental impression, to hold that these documents are therefore privileged would expand the work product privilege beyond any conceivable limit. To so hold would allow an attorney to shield any document from production merely by attaching it to an email. The District of New Jersey thus requires attachments to privileged emails to fall under an independent claim of privilege in order to be withheld. Spiniello Cos. v. Hartford Fire Ins. Co., No. CIV A. 07-CV-2689 (DMC), 2008 WL 2775643, at *2 (D.N.J. July 14, 2008). To the extent the withheld attachments are not privileged on an independent basis, those attachments must be produced. Within thirty (30) days of the date of this Order, Zions shall produce any attachment identified on Exhibit F that does not have an independent basis to be withheld as privileged. Exhibit G The Special Master has reviewed ten documents withheld by Zions which contain communications either to, from, or copying an attorney, but which Plaintiffs assert were improperly withheld because they do not contain information necessary to obtain or provide legal advice. PRIVLD03315-This is an email from Robert Goodman, SVP, Senior Counsel at Zions to other Zions employees. The email reflects information necessary to provide legal advice and was properly withheld. PRIVLD03231- This is an email from Hollie Duran to Scotty Deeds and Robert Goodman, SVP, Senior Counsel at Zions. The email appears to reflect information necessary to provide legal advice and was properly withheld. PRIVLD03583-This is an email from Robert Boyd to several individuals including Robert Goodman, SVP, Senior Counsel at Zions. The email appears to reflect information necessary to provide legal advice and was properly withheld. PRIVLD04371- This is an email from Scotty Deeds to Robert Goodman, SVP, Senior Counsel, Michael Mayfield, Esq., and others. The email appears to reflect information necessary to provide legal advice and was properly withheld. PRIVLD03659- This email thread reflects information necessary to provide legal advice and was properly withheld. PRIVLD05273-This email appears to be a read-receipt and conveys no information other than the subject line of the email read and the time. The Special Master does not believe this email was properly withheld as it is not a correspondence reflecting information necessary to provide legal advice. This document shall be produced. PRIVLD04265-This is an email thread between Rachel Diehl and Ken Logsdon. Esq. The email was properly withheld. PRIVLD04629-This is an email thread between Zions employees. Robert Goodman is copied on the emails. The email indicates that information is being requested by Mr. Goodman. Accordingly, the email reflects information necessary to provide legal advice and was properly withheld. PRIVLD05032-This is an email or calendar invitation regarding the scheduling of a meeting. The document does not contain information necessary to provide legal advice. This document shall be produced. PRIVLD05056-This is an email from Scotty Deeds to several Zions employees including Robert Goodman. This email appears to convey business information and does not appear to have been drafted for the purpose of obtaining legal advice. This document shall be produced. After reviewing the documents submitted for in camera review, the Special Master has determined that some of the documents were properly withheld as privileged and some were not. Based on this, the Special Master will direct Zions to: (1) re-review its privilege log (specifically those documents identified in Exhibit G) to ensure that any attorney, in-house or otherwise, involved in any communication or document is properly identified on the privilege log; and (2) to review those documents withheld in Exhibit G and produce any document that on re-review is determined to have been improperly withheld because the document was not prepared or obtained for the primary purpose of obtaining legal advice. The Special Master again reminds the parties that where a document was prepared or obtained primarily for business purposes, the privilege does not apply. “[W]here a communication contains both legal and business advice, the attorney-client privilege will apply only if the primary purpose of the communication was to aid in the provision of legal advice.” Claude P. Bamberger Int'l v. Rohm & Haas Co., Civ. No. 96-1041, 1997 U.S. Dist. LEXIS 22770, at *6 (D.N.J. Aug. 12, 1997)(citing Hercules, Inc. v. Exxon Corp., 434 F. Supp. 136, 147 (D. Del. 1977)). The Special Master will further caution that “[w]hat would otherwise be routine, non-privileged communications between corporate officers or employees transacting the general business of the company do not attain privileged status solely because in-house counsel or outside counsel is ‘copied in’ on correspondence or memoranda.” Andritz Sprout-Bauer, Inc. v. Beazer East, Inc., 174 F.R.D. 609, 633 (M.D. Pa. 1997). *13 Zions shall complete re-review of its privilege log and documents (related to Exhibit G) within thirty (30) days of the date of this Order and inform Plaintiffs if there are any amendments to its privilege log. Following this, if Plaintiffs believe that additional relief is warranted, Plaintiffs may raise the issue with the Court and the Court will evaluate whether it is necessary to review all documents in dispute on Exhibit G. VI. Conclusion For the reasons set forth, Plaintiffs’ motion is Denied in part and Granted in part within the parameters of this Order and Opinion. Footnotes [1] Exhibit E is Zions’ privilege log excerpt (communications without attorneys); Exhibit F is Zions’ privilege log excerpt (attachments); Exhibit G is Zions’ privilege log excerpt (communications with attorneys).