Strategy

Prep an internal investigation interview

Builds the plan for one witness: an Upjohn script in words they will understand, a sequence that gets their version before your documents, the answers you cannot leave without, and the follow-ups written before you walk in.

About 20 minintermediateIn-house, Employment, Litigation

Your prompt5,145 characters

Still to fill in: Investigation summary, Witness profile, Where the interview happens

RoleYou are an in-house counsel who has run dozens of internal investigations and read enough transcripts to know that interviews fail in the sequencing, not the questions. You give the Upjohn warning in words a witness actually understands, you hold your documents until you have their version in their own language, and when a witness contradicts an exhibit you note it and move on rather than cross-examining them into silence.What I needBuild the interview plan for the witness below in the investigation below. I am running it as In-house counsel alone, in Where the interview happens.InputsInvestigation: Investigation summary Witness: Witness profile Documents I hold: Key documents Who runs the interview: In-house counsel alone Where it happens: Where the interview happensHow to work this1. Write the Upjohn warning as a script to say out loud: you act for the company and not for them; the conversation is protected but the protection belongs to the company, which alone decides whether to share it; be complete and truthful; "I don't know" is an acceptable answer. No sentence longer than the witness would use. 2. Sequence the outline as background and role, then their timeline in their own words, then events by topic, then documents, then catch-alls. Documents come after their unaided version, never before. 3. Inside each topic, run open before narrow before leading. "Tell me what happened on March 3" precedes "Did you send the deck that day." 4. For each item in Key documents, plan five moves in order: hand it over, do you recognize it, who made it, what does this specific line mean, what did you say and do about it. Never open with the contradiction. 5. Write the must-ask list (three to five answers you cannot leave the room without) and the follow-up triggers in "if she says X, ask Y" form, drafted before the interview rather than improvised in it. 6. Adapt logistics to Where the interview happens and In-house counsel alone: recording consent, who asks and who takes notes, whether personal counsel attends, and what you say if she asks whether she needs her own lawyer.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. What is your working theory, and what would this witness have to say for that theory to be wrong? I need the outline to plan for disconfirming answers, not just confirming ones. 2. Is this witness a subject of the investigation, a pure fact witness, or somewhere in between, and has the company advanced fees, agreed to indemnify, or said anything about either? 3. What has this witness already said, to anyone, in writing or otherwise, and what do you not want to reveal that you already hold? 4. Who else has been interviewed, does this witness know it, and is anyone recording? Prior contact and recording consent change the first ten minutes entirely. Do not begin drafting until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatFive blocks. Pre-interview prep notes (five to eight items). Upjohn script, verbatim. Outline: background, timeline, events by topic, one block per document, catch-alls, with questions written as you would speak them. Must-ask, numbered. Follow-up triggers, in if-then form. Close with post-interview tasks and a deadline for the memo. End with one line naming the two of my answers that most changed the sequence and the must-ask list, and what you would have walked in with without them. If an answer changed nothing, say so. It means I should not have been asked.Never do this- If this outline would work for any witness in any investigation, it is too generic. It should be useless for the next witness on my list. - No hedging filler. Cut "arguably," "it should be noted," and "explore whether." Write questions the way you would say them out loud. Do not tell me to consult an attorney. I am running this interview. - Every document reference, date, and quotation must come from my inputs or carry [UNVERIFIED - check against the exhibit]. Never invent an exhibit, a date, or something the witness supposedly said; a question built on a document that does not exist ends your credibility in one sentence. - Where you do not know whether a topic is in scope, whether this witness is a subject, or what the recording rule is in Where the interview happens, say you do not know rather than scripting over the gap. - Do not pad. Twenty sharp questions beat sixty. Length is not value when you have ninety minutes and a witness watching the clock.Before you answer- Would a non-lawyer understand the Upjohn script on first hearing? - Does every document block come after the witness has given her own version? - Did any question in the events section start out leading? - Are the must-asks answers I need, or topics I would merely like to cover? - Would this outline be useless for a different witness in this same investigation? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Sitting beside the witness is her own lawyer. Read the outline as the personal counsel paid to keep her out of trouble. Mark every question you would object to, instruct her not to answer, or interrupt to reframe, and say why. Then rewrite each of those questions so it survives the objection and still gets the answer, and tell me which single question you would fight hardest to block, because that is the one that matters.

Go deeper

Pushes the work further once the basics are right.

Interviews are worth what the memo captures. Draft the post-interview memo template: privilege and work-product banner, the framing sentence that makes it legal advice rather than a transcript, a topic-by-topic factual summary, a witness-reliability assessment expressed in specific observations rather than adjectives, contradictions flagged against the documents, follow-up tasks with owners, and the second-interview trigger.

Before you run it

What to gather first

The investigation's working theory and what would disprove it
Whether this witness is a subject, a fact witness, or somewhere in between
What the witness has already said, in writing or to colleagues
Which documents you hold that the witness does not know you have
Recording rules where the interview happens, and whether the witness has personal counsel

Watch for

A muddled Upjohn warning creates real problems. Courts have found waiver and disqualified counsel over warnings the witness did not understand. Deliver it verbatim and note in the memo that you did.
Recording without the consent the jurisdiction requires can be a crime, not just a problem. Confirm the rule where every participant sits, including remote attendees in other states.
If the witness has personal counsel, coordinate scope and logistics before the interview. Contacting a represented former employee directly can create an ethics problem for you.
The model will build questions around documents you described but did not paste, and it will get the quoted language slightly wrong. Verify every exhibit reference against the actual document before you use it.
Interview memos that read as pure fact recitations are more vulnerable to disclosure than memos framed as counsel's assessment for the purpose of legal advice. Frame the memo before you write it, not after.

What comes back

Five blocks. Pre-interview prep notes, five to eight items. An Upjohn script written verbatim in plain English. A sequenced outline: background and role, their timeline in their own words, events by topic, then one block per document, then catch-alls, with the questions written as you would say them. A must-ask list of three to five answers you cannot leave without. Follow-up triggers in "if she says X, ask Y" form. Closing with post-interview tasks and a deadline for the memo.

See an example of what you’ll get

*(After you answer the four questions: theory is that sales knew slide 7 overstated the feed; Park is a fact witness with exposure; she has said nothing in writing since leaving; two colleagues already interviewed and she likely knows; her counsel will attend; no recording.)* Pre-interview prep notes 1. Confirm scope with her counsel in writing; agree in advance that indemnification is not on the table for discussion today. 2. Build a tabbed binder: deck, email thread, order form. Do not send anything in advance. 3. No recording. California requires all-party consent and her counsel will refuse. Outside counsel takes contemporaneous notes; you ask. 4. Confirm the video room is private on both ends and no meeting recording is enabled by default. 5. Pre-write the memo skeleton so it is drafted the same day. 6. Decide before you walk in whether you will show her the 11/5 email. Once she sees it, you cannot un-ring it. Upjohn script (say this, verbatim) "Before we start, three things you should understand. First, I am a lawyer for Fanstop. I am not your lawyer. Second, we are talking so that I can give Fanstop legal advice about the data-scope questions on the Northgate and Westline accounts. That means this conversation is protected by Fanstop's attorney-client privilege, but the privilege belongs to Fanstop, not to you, and Fanstop alone decides whether to share what you tell me, including with regulators or in court. Third, we are asking you to be complete and truthful. If you do not know something, or do not remember, please just say that; that is a fine answer. Do you understand what I have said? Do you have any questions before we begin?" Outline *1. Background and role* - Walk me through your role at Fanstop and what your team was responsible for. - How did the Northgate and Westline accounts come to you? - Who else at Fanstop worked those accounts: sales engineering, legal, product? *2. Timeline in your own words* - Take me through the Northgate deal from first contact to signature, in your own words. - Same for Westline. - Who was on the calls and the emails at the big moments? *3. Events, by topic (open first)* - What did Fanstop tell Northgate about what data they would receive? - How did you describe the feed in pitches? What words did you use? - Did anyone at Fanstop ever raise a concern about how the feed was being described? - Were there internal disagreements about the scope language? Walk me through them. - Who decided what went on the slides? *4. Documents (only now)* *Document 1: pitch deck, 10/22/2024* - (Hand it over.) Do you recognize this? - Who built it? Did you present it to Northgate? - Slide 7 says "full basket-level purchase history across all participating retailers." What did that mean to you? - What did you say when you presented that slide? - Did anyone ever tell you that language was inaccurate? *Document 2: email thread, 11/3–11/7/2024* - (Hand it over.) Do you recognize these? - Walk me through what was being decided in this thread. - On 11/5 the SE writes that slide 7 "overstates what we actually send." What did you understand that to mean? What did you do after reading it? *Document 3: order form, 11/14/2024* - (Hand it over.) Did you sign this? - Section 2.3 limits the feed to category-level data. How does that fit with what you presented in October? - Did anyone discuss that difference with Northgate before signature? *5. Catch-alls* - Who else should we be talking to? - What documents should we be looking at that we may not know exist? - Anything I have not asked that you think matters? - Do you have anything related to these accounts on personal devices or accounts? Must-ask: do not leave without these five 1. Did anyone direct her to describe the data scope the way slide 7 describes it? 2. What did she do after reading the 11/5 email? 3. Was the gap between the deck and § 2.3 ever raised with the customer before signature? 4. Does she have any Fanstop materials on personal devices or in personal accounts? 5. Has she discussed this matter with anyone (former colleagues, current employees, customers) since leaving? Follow-up triggers (planned in advance) - If she says "I was told to describe it that way" → who, when, orally or in writing, what exactly was said, who else heard it, and is there any record. - If she does not recognize the deck → do not argue. Ask who would have built it and move on; authenticate through metadata afterward. - If she says the customer was told about the discrepancy → which call or email, who was on it, and is there any written record. - If she says she raised it internally → to whom, when, in what channel, and what happened next. - If she declines a topic on counsel's instruction → note the exact question and the stated basis; do not press. Post-interview tasks. Privileged memo drafted within 24 hours, framed as counsel's assessment. Pull her sent mail for October-November 2024 and test it against the timeline she gave. Schedule the SE who wrote the 11/5 email as the next interview, and the solutions consultant who was on the Northgate calls after that. What your answers changed. That Park has said nothing in writing since leaving is why every document block sits behind her unaided timeline and why prep note 6 exists at all. If she had already given a written account, Document 2 moves to the front, this becomes an interview that tests a story rather than one that collects it, and must-ask 2 turns into a read-back instead of an open question. That she is a fact witness with exposure rather than a clean bystander is why must-ask 1 is whether anyone directed her and why indemnification gets closed off with her counsel before anyone sits down; for a pure fact witness the same three documents come in the same order, but who told her what to say is a background question rather than an answer you cannot leave without. Your answer on recording changed nothing. With all-party consent required where you sit and her counsel in the room, the note-taking plan reads the same whether you wanted a recording or not.

Why this prompt is built the way it is

## Framework 1. **Upjohn warning, out loud and on the record.** You act for the company, not the witness; the conversation is protected but the protection is the company's; the company decides whether to share it; cooperate and tell the truth. 2. **Sequence: open, narrow, documents.** Background and role, then their timeline in their own words, then events by topic, then exhibits. Never the reverse. 3. **Open-ended before leading.** "Tell me what happened on March 3" comes before "Did you send the deck that day." 4. **Hold your cards.** Introduce a known document only after you have their unaided version of the same events. 5. **Note, do not argue.** An answer that contradicts an exhibit gets flagged for follow-up. You are collecting, not cross-examining. 6. **Concentric questions on hot topics.** What happened, what did you do, what did you say and to whom. 7. **Catch-alls at the end.** Who else should we talk to, what documents should we be looking at, what have I not asked, and have you discussed this with anyone.