UPJOHN WARNING / CORPORATE MIRANDA ADMONITION
WITNESS INTERVIEW SCRIPT
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
This document is protected by the attorney-client privilege and the work product doctrine. It was prepared by Calderwood & Harkness LLP in connection with the provision of legal services to Aurelius Global Media Group PLC and its subsidiaries. Unauthorized disclosure, copying, or distribution of this document is strictly prohibited.
Prepared by: Calderwood & Harkness LLP
Matter: Independent Workplace Investigation — Aurelius Global Media Group PLC
Matter Number: 1017-00005
Purpose: This document constitutes the template admonition script to be read aloud and acknowledged at the commencement of each witness interview conducted in connection with the above-referenced investigation. This script is approved for use beginning May 22, 2023, and shall remain in effect until superseded by a revised version issued by the undersigned supervising partners.
INSTRUCTIONS TO INTERVIEWER
This script must be read verbatim (or substantially verbatim) to every witness at the outset of each interview. The interviewer should not paraphrase, abbreviate, summarize, or otherwise condense the language set forth below. Each numbered section should be delivered in full, and the interviewer should confirm that the witness understands each point before proceeding to the next section.
A printed copy of this script should be attached as Exhibit A to each interview memorandum prepared following the interview. The interviewer should include a notation on the memorandum confirming that (a) the admonition was delivered in its entirety, (b) the witness verbally acknowledged understanding of each point, and (c) the witness agreed to proceed with the interview.
If the witness is accompanied by personal counsel, the interviewer should still deliver the admonition in full. The presence of personal counsel does not obviate the requirement that the Upjohn warning be administered.
If you have any questions about the use of this script or encounter any unusual circumstances during an interview, contact Bernard Crawford (Partner, Calderwood & Harkness LLP) at (213) 555-4710 or Devon Archer (Senior Counsel, Calderwood & Harkness LLP) at (213) 555-4722 immediately.
INTERVIEW SCRIPT — READ ALOUD TO WITNESS
SECTION 1: INTRODUCTION OF COUNSEL AND PURPOSE OF MEETING
Good morning/afternoon. Thank you for taking the time to meet with us today. Before we begin with any substantive questions, I need to explain who we are, why we are here, and the purpose of this interview. It is important that you listen carefully to everything I am about to tell you, and please feel free to stop me at any point if you have questions or if anything I say is unclear.
My name is [Insert Interviewer Name], and I am a [Insert Title — e.g., Associate / Senior Associate / Counsel] in the Labor & Employment group at Calderwood & Harkness LLP, a law firm based in Los Angeles.
Also present with me today is/are [Insert name(s) and role(s) of any other Calderwood & Harkness attorneys or personnel present — e.g., "Sarah Chen, an Associate at Calderwood & Harkness, who will be assisting with the interview and taking notes"].
Calderwood & Harkness LLP is a law firm that has been retained to conduct an independent workplace investigation. The investigation concerns allegations of workplace misconduct at Aurelius Pacific Studios Inc., which is a subsidiary of Aurelius Global Media Group PLC. I am not in a position to share with you all of the details of the specific allegations under review, but I can tell you that this investigation relates to reported concerns involving conduct occurring at or in connection with the operations of Aurelius Pacific Studios Inc.
This interview is part of that investigation. You have been asked to participate in this interview because we believe you may have information relevant to the matters under review. We appreciate your willingness to be here today and to assist with this process.
SECTION 2: IDENTIFICATION OF THE CLIENT
Before we go any further, it is essential that I clearly explain who we represent. Please listen carefully to this point, because it is very important.
We represent Aurelius Global Media Group PLC and its subsidiary Aurelius Pacific Studios Inc. We do not represent you individually.
I want to make sure that is absolutely clear. Calderwood & Harkness LLP's client in this matter is the company. More specifically, we were engaged by and report to the Board of Directors of Aurelius Global Media Group PLC, acting through its People & Culture Committee and its Audit & Risk Committee. Our legal obligations, our duties of loyalty, and our professional responsibilities run to the company and its Board — not to any individual employee, officer, director, or other person we may interview during the course of this investigation.
Even though you are an employee of Aurelius Pacific Studios Inc. — or a former employee, or a contractor or other individual who has had a relationship with the company or one of its affiliates — Calderwood & Harkness LLP does not serve as your personal attorney. There is no attorney-client relationship between Calderwood & Harkness and you as an individual. We are not providing you with legal advice, and nothing that we say during this interview should be understood as legal advice directed to you personally.
If at any time during this interview — or after this interview — you feel that you would like to obtain personal legal advice regarding any matter discussed during the interview, or regarding any issue arising out of the investigation, you have the right to consult with your own attorney. Any such consultation would be at your own expense. We are not in a position to recommend specific attorneys, but if you would like to retain personal counsel and wish to seek a referral, you may contact the Los Angeles County Bar Association Lawyer Referral Service or any other referral service of your choosing.
Do you understand what I have just explained — that we represent the company and not you personally?
[Pause and wait for the witness's response. Record the response.]
SECTION 3: ATTORNEY-CLIENT PRIVILEGE — OWNERSHIP AND CONTROL
I also need to explain to you how the attorney-client privilege applies to this interview.
As you may know, the attorney-client privilege is a legal protection that can apply to confidential communications between a lawyer and a client for the purpose of obtaining or providing legal advice. This interview, and the information that we discuss during this interview, may be protected by the attorney-client privilege.
However — and this is a critical point — the attorney-client privilege for this interview belongs exclusively to the company, Aurelius Global Media Group PLC. The privilege does not belong to you as an individual witness.
What this means in practice is the following: The company alone has the right to decide whether to assert the attorney-client privilege over the contents of this interview or to waive the privilege. The company may, at its sole discretion, choose to waive the privilege and disclose the contents of this interview, or any information derived from this interview, to third parties. Those third parties may include, but are not limited to:
• Government agencies (whether federal, state, or local);
• Regulatory bodies;
• Courts or administrative tribunals;
• Opposing counsel in litigation or other legal proceedings;
• Law enforcement agencies;
• Outside auditors or accountants;
• Insurance carriers; or
• Any other parties the company determines, in its judgment, should receive such information.
The company may make such disclosures without your consent and without providing you with prior notice. You should assume that anything you say during this interview could potentially be shared with any of the parties I have just described, or with other parties, if the company decides to do so.
You, as an individual, have no personal right to assert the attorney-client privilege over the contents of this interview, and you have no right to prevent the company from disclosing information that you provide during this interview.
I understand that this is an important concept, and I want to make sure you understand it fully before we proceed.
Do you understand that the attorney-client privilege for this conversation belongs to the company, and that the company may choose to waive it at any time, including by disclosing the contents of this interview to third parties without your consent?
[Pause and wait for the witness's response. Record the response.]
SECTION 4: VOLUNTARY NATURE OF THE INTERVIEW
I want to address the voluntary nature of your participation in this interview.
Your participation in this interview is voluntary in the sense that you are not being compelled by any court, governmental body, or legal process to be here today. No subpoena has been issued requiring your attendance, and no court order compels you to answer our questions.
If the witness is a current employee of Aurelius Pacific Studios Inc. or any affiliate of Aurelius Global Media Group PLC, read the following:
However, as a current employee of Aurelius Pacific Studios Inc., you are expected to cooperate with the company's internal investigation as a condition of your employment. This expectation is consistent with the company's applicable policies, including the AGMG Global Code of Conduct (Version 4.2, effective January 1, 2022), which requires all employees to cooperate fully with internal investigations and inquiries authorized by the company, and the APS Employee Handbook (California Supplement, revised March 15, 2022), which similarly sets forth the obligation of employees to participate in and cooperate with investigations conducted by or on behalf of the company. If you have questions about these policies or your obligations under them, I encourage you to review those documents or consult with your own attorney.
If the witness is a former employee or third-party contractor, read the following instead:
I want to acknowledge that because you are a former employee of the company [or: because you are a third-party contractor and not a current employee of the company], your participation today is entirely voluntary, and we genuinely appreciate your willingness to agree to participate in this interview. You are free to end the interview at any time, and there will be no adverse consequences to you for choosing to do so.
SECTION 5: TRUTHFULNESS
Regardless of the circumstances of your participation, I need to emphasize the importance of truthfulness during this interview.
You are expected to provide truthful, complete, and accurate information in response to the questions we ask today. We are relying on you to give us your honest account of the events and circumstances about which we will be asking.
If you do not know the answer to a question, please say "I don't know." If you do not remember or cannot recall a particular detail, please say "I don't recall" or "I'm not sure." We would much rather you tell us that you do not know or do not remember something than have you speculate, guess, or provide information that you are uncertain about. There is nothing wrong with not knowing or not remembering; what is important is that the information you do provide is accurate and honest to the best of your knowledge.
I also want you to understand that providing false or misleading information in the course of this investigation is a serious matter. For current employees, the provision of false, misleading, or materially incomplete information during a company investigation may itself constitute a violation of company policy — specifically, Section 3.4 of the AGMG Global Code of Conduct and the applicable provisions of the APS Employee Handbook — and could result in disciplinary action, up to and including termination of employment.
SECTION 6: CONFIDENTIALITY OF THE INTERVIEW
I would like to discuss the confidentiality of this interview.
We ask that you treat this interview, and the substance of our conversation today, as confidential. Specifically, we request that you not discuss the following with any other person:
• The fact that this interview took place;
• The questions that we asked you;
• The answers or information that you provided;
• Any documents or materials that were shown to you or discussed during the interview; or
• Any other aspect of this interview.
This request for confidentiality applies to discussions with any other person, including but not limited to co-workers, supervisors, subordinates, other employees or former employees of the company, friends, family members, or any other individuals — with one exception: you are free to discuss this interview with your own personal attorney, if you have retained one or choose to do so in the future.
The reason for this confidentiality request is to protect the integrity of the investigation. It is important that each witness we interview provides their own independent account of events, without being influenced by what other witnesses may have said, or by discussions about the questions being asked during interviews. Maintaining confidentiality helps ensure that the investigation is fair, thorough, and reliable, and it protects both the company and you.
I want to be clear, however, about an important qualification. This confidentiality request is not intended to, and should not be understood to, restrict or interfere with any rights you may have under applicable law. This includes, without limitation, any rights you may have under the National Labor Relations Act (including the right to engage in protected concerted activity under Section 7 of that Act), the California Labor Code (including any applicable whistleblower protection provisions), or any other applicable federal, state, or local statute, regulation, or ordinance. Nothing in this request should be construed as prohibiting you from exercising any such rights or from communicating with any government agency.
Do you understand this request to keep the interview confidential, subject to the qualifications I just described?
[Pause and wait for the witness's response. Record the response.]
SECTION 7: NON-RETALIATION ASSURANCE
I also want to assure you that the company takes very seriously its obligation to protect employees and other individuals from retaliation.
Aurelius Global Media Group PLC and Aurelius Pacific Studios Inc. strictly prohibit retaliation against any person for participating in, cooperating with, or providing information in connection with this investigation. You should not suffer any adverse consequences — whether in terms of your employment, your compensation, your work assignments, your working conditions, or otherwise — as a result of your participation in this interview or your cooperation with this investigation.
This commitment is consistent with Section 5.7 (Anti-Retaliation Policy) of the APS Employee Handbook (California Supplement) and the anti-retaliation provisions set forth in the AGMG Global Code of Conduct. The company's anti-retaliation protections apply regardless of the information you provide, including information that may be unfavorable to particular individuals or to the company itself.
If at any time — whether during the investigation or after it has concluded — you believe that you have experienced any form of retaliation in connection with your participation in this investigation, I want you to know that there are resources available to you. You may report any such concerns to:
1. Calderwood & Harkness LLP, by contacting Bernard Crawford at (213) 555-4710 or Devon Archer at (213) 555-4722; or
2. The company's Ethics & Compliance Hotline, which is operated by Meridian Compliance Solutions LLC, an independent third-party provider. Reports to the Ethics & Compliance Hotline may be made anonymously, and the hotline is available 24 hours a day, seven days a week. Information on how to access the hotline is available on the company intranet or through the Human Resources department.
We encourage you to report any concerns about retaliation promptly, so that they can be investigated and addressed.
SECTION 8: ACKNOWLEDGMENT AND CONFIRMATION OF UNDERSTANDING
Before we begin the substantive portion of the interview, I need to confirm that you have understood everything I have explained to you. I am going to ask you five questions, and I would appreciate it if you would respond to each one.
Question 1: "Do you understand that we represent the company — Aurelius Global Media Group PLC and Aurelius Pacific Studios Inc. — and that we do not represent you personally?"
[Record the witness's response: ____________]
Question 2: "Do you understand that the attorney-client privilege for this conversation belongs to the company, and that the company may choose to waive it at any time, including by disclosing the contents of this interview to third parties such as government agencies, regulators, or courts, without your consent?"
[Record the witness's response: ____________]
Question 3: "Do you understand that you have the right to consult with your own personal attorney, at your own expense, if you wish to obtain individual legal advice?"
[Record the witness's response: ____________]
Question 4: "Do you understand the request that we have made to keep this interview and its contents confidential, subject to the qualifications I described?"
[Record the witness's response: ____________]
Question 5: "Knowing all of this, are you willing to proceed with the interview today?"
[Record the witness's response: ____________]
INSTRUCTION TO INTERVIEWER: If the witness answers "no" to any of the foregoing questions, do not proceed with the substantive portion of the interview. Instead, take the following steps:
1. Ask the witness to identify which point or points are unclear or with which the witness has concerns.
2. Repeat and, if necessary, further explain the relevant portion of the admonition, using the language set forth in this script. Do not deviate from the substance of the admonition.
3. After providing the additional explanation, re-ask the relevant question(s) and record the witness's response.
4. If, after receiving further explanation, the witness still does not confirm understanding or is unwilling to proceed, do not conduct the interview. Thank the witness for his or her time, and note in the interview log that the witness declined to proceed after receiving the Upjohn admonition.
5. Immediately contact Bernard Crawford (Partner) at (213) 555-4710 or Devon Archer (Senior Counsel) at (213) 555-4722 to report the situation and receive further instructions.
At no time should the interviewer pressure, coerce, or threaten the witness into proceeding with the interview.
SECTION 9: INTERVIEW LOGISTICS
Now that we have covered those preliminary matters, let me briefly go over a few logistical points before we get started.
We estimate that this interview will take approximately [Insert estimated duration — e.g., "sixty to ninety minutes"], though the actual duration may be shorter or longer depending on the topics we cover and the information you are able to provide. We will do our best to be efficient with your time.
During the interview, [Insert name of note-taker, if different from interviewer — e.g., "Ms. Chen"] will be taking notes for the purpose of preparing a privileged memorandum summarizing the substance of our discussion. These notes and the resulting memorandum will be treated as attorney work product and will be maintained in our privileged case files. They are not being prepared for your personal use or review.
I want to confirm that this interview is not being audio-recorded or video-recorded. [If the interview is being recorded, substitute: "I want to advise you that this interview is being audio-recorded / video-recorded for the purpose of ensuring the accuracy of our notes. The recording will be treated as privileged attorney work product."] We will be relying on our written notes to document the discussion.
Please know that you may request a break at any time during the interview. If you need to step away for any reason, just let us know, and we will pause the interview. There is no need to explain the reason for the break.
Finally, I want you to know that it is possible that additional questions may arise after we conclude today's interview. If that occurs, the investigation team may request a follow-up interview with you at a later date. We would, of course, make every effort to schedule any follow-up at a time that is convenient for you. If a follow-up interview is conducted, we would deliver this same admonition again at the outset of that session.
Do you have any questions before we begin?
[Pause and address any questions the witness may have. Record any questions and the responses given.]
[END OF ADMONITION — BEGIN SUBSTANTIVE INTERVIEW]
INTERVIEW RECORD — ADMINISTRATIVE NOTATION
To be completed by the interviewer at the conclusion of the interview and attached to the corresponding interview memorandum.
Witness Name: ________
Date of Interview: ________
Time of Interview: Start: ____ End: ____
Location of Interview: ________ (e.g., Calderwood & Harkness LLP Los Angeles Office, Conference Room 14B; via Calderon Software videoconference; Aurelius Pacific Studios — Burbank Campus, Building 3, Room 202)
Interviewer(s) Present:
1. ________ Title/Role: ______
2. ________ Title/Role: ______
3. ________ Title/Role: ______
Personal Counsel Present (if any):
Name: ________ Firm: ________
Upjohn Admonition Confirmation:
If the witness declined to proceed, note the reason:
________________________________________
________________________________________
________________________________________
Additional Notes:
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Completed by:
________________________________________
Interviewer Name (Print)
________________________________________
Interviewer Signature
________________________________________
Date
INSTRUCTION: Attach this completed form as Exhibit B to the corresponding interview memorandum. Retain the original in the privileged matter file, Matter No. 1017-00005. Do not distribute copies of this form or the interview memorandum to any person outside the investigation team without prior authorization from Bernard Crawford or Devon Archer.
CALDERWOOD & HARKNESS LLP — PRIVILEGED AND CONFIDENTIAL — MATTER NO. 1017-00005
Item
Upjohn admonition was delivered in full at the outset of the interview
Witness confirmed understanding that counsel represents the company, not the witness individually
Witness confirmed understanding that the attorney-client privilege belongs to the company and may be waived
Witness confirmed understanding of right to consult personal counsel
Witness confirmed understanding of confidentiality request
Witness agreed to proceed with the interview