Description Language Bank

DLC-M07-002 · Copy-Paste Phrasing

Matter

The privilege description is a legal document. It must assert the privilege sufficiently to survive challenge — and not so much that it waives it. This bank collects approved phrasing across the four most common privilege bases, plus counter-examples that have drawn motions to compel. Copy-paste, then adjust to the specific document.

One rule A description must convey the subject of the communication without conveying its substance. "Discussing tax strategy" is safe. "Discussing whether to disclose the 2024 restatement" is a substantive leak. When in doubt, less.

Section 1 · Attorney-Client Privilege

Approved phrasings (email)

"Email between in-house counsel and business personnel requesting and reflecting legal advice regarding [general subject]."
"Email from outside counsel providing legal advice on [general subject]."
"Email chain reflecting legal advice from counsel regarding [general subject]; also containing non-privileged business discussion redacted at PAGE [N]."
"Email between attorneys and members of the [named committee] regarding [general subject], reflecting legal advice provided in the course of the attorney-client relationship."
"Email from client to outside counsel requesting legal advice regarding [general subject]."

Approved phrasings (memo / draft / document)

"Draft memorandum prepared by [Author] for counsel, reflecting factual analysis provided in furtherance of legal advice on [general subject]."
"Memorandum from counsel to [named recipient(s)] providing legal advice regarding [general subject]."
"Handwritten notes taken by [Author] during meeting with counsel on [date] regarding [general subject]."
"Draft response to inquiry from [regulator/agency], reflecting collaboration with counsel and containing counsel's mental impressions."

Section 2 · Attorney Work Product

Approved phrasings

"Draft brief prepared by counsel in anticipation of litigation regarding [general subject]."
"Attorney notes taken during interview of [named witness/custodian] in preparation for [named proceeding]."
"Internal analysis by counsel of [general subject], prepared in anticipation of the above-captioned litigation."
"Compilation prepared by counsel selecting and organizing documents in anticipation of litigation, reflecting counsel's mental impressions."
"Correspondence between outside counsel and expert consultant retained in anticipation of litigation, reflecting counsel's litigation strategy."

Ordinary-course-of-business trap Work-product requires anticipation of litigation. A regulatory response prepared "just in case" is not automatically work-product. If the document would have been created anyway, it isn't work-product. Say "in anticipation of the above-captioned litigation" or the specific matter.

Section 3 · Common Interest & Joint Defense

Approved phrasings

"Communication between counsel for [Party A] and counsel for [Party B], both parties to a common-interest agreement dated [date], regarding [general subject]."
"Joint-defense communication among counsel for co-defendants regarding [general subject], made in furtherance of the joint defense agreement."
"Communication between [Party A] and its counsel and [Party B] and its counsel, sharing legal analysis on [general subject] pursuant to a common-interest agreement."

Section 4 · Other Bases

Doctor-patient / therapist-patient / clergy-penitent (jurisdiction-specific)

"Communication between [named individual] and [named professional] in the professional's professional capacity, protected under [applicable state law]."

Spousal / marital communications

"Confidential communication between spouses during marriage, protected under [applicable law]."

Trade secret / commercial confidentiality (rare on log; usually redaction only)

"Redacted for third-party commercial confidentiality per protective order dated [date]." (Not a privilege claim; a confidentiality designation.)

Section 5 · What NOT to Say

These have drawn motions to compel — do not use them

Do NOT use	Why	Use instead
"Privileged"	Not a description. Meets no jurisdictional standard.	Any of the above.
"Legal advice"	Too generic. Doesn't identify the communication or its subject.	"Email reflecting legal advice regarding [general subject]."
"Confidential"	Confidentiality ≠ privilege. Doesn't state the basis.	State the privilege type explicitly.
"Attorney-client"	Category, not description.	Add subject: "Email between counsel and [role] regarding [subject]."
"Regarding company matters"	Meaningless. Doesn't allow assessment.	"Regarding [specific subject area, e.g. potential merger, employment claim, tax audit]."
"Draft"	Draft of what? Doesn't establish privilege basis.	"Draft [document type] prepared by counsel reflecting legal analysis on [subject]."
"Contains attorney communication"	Which attorney? What communication?	Name the attorney; describe the subject.

Section 6 · Handling Non-Attorney Recipients

The presence of non-attorneys on a communication does not automatically defeat privilege — but it does require explanation on the log.

Scenario	Recommended phrasing
Non-attorney is providing information to counsel for legal analysis	"Email from [Business Employee] to counsel providing information at counsel's request in furtherance of legal advice on [subject]."
Non-attorney is receiving legal advice on behalf of the corporation	"Email from counsel to [Business Employee] providing legal advice regarding [subject]; recipient acted within the scope of employment on matters within the subject of the advice."
Non-attorney is a functional equivalent of employee (e.g. contractor, consultant)	"Email between counsel and [Consultant], functionally equivalent to an employee of [Client], providing legal advice on [subject]."
Non-attorney is a translator or expert consultant	"Email reflecting legal advice from counsel, translated by [Translator] retained to facilitate the attorney-client communication regarding [subject]."

Section 7 · Threaded-Email Descriptions

When logging an inclusive email that contains multiple prior messages in the thread, the description should reflect the entire branch:

"Email thread reflecting legal advice from counsel to business personnel regarding [general subject]. Thread contains [N] messages; the earliest is dated [date] and the most recent is dated [date]."
"Email thread among counsel and [named business function] regarding [general subject], with counsel's legal analysis appearing at multiple points within the thread."

Section 8 · Metadata Considerations

When metadata is redacted from an otherwise-produced document, describe:

"Bcc field redacted; recipient identity is not privileged but is subject to protective order confidentiality provision."
"Subject line redacted; subject reveals privileged advice."
"Author field redacted; author is a privileged consultant."

Section 9 · Common Objections & Responses

Objection you'll hear	Response
"Your descriptions are too vague."	Add the general subject area — not the specifics. "Regarding potential litigation with [named third party]" is better than "regarding legal matters."
"You've logged too many entries."	Offer inclusive-email or categorical treatment (see DLC-M07-001). Explain the log-row reduction and offer to stipulate.
"Non-attorneys are copied."	Explain per Section 6. Attorney-client privilege extends to communications with non-attorneys when they are functionally within the client entity or facilitating the communication.
"You've claimed work-product but the document appears to have been created in the ordinary course."	Reaffirm the anticipation of litigation and identify the triggering event (dispute, subpoena, regulatory inquiry, etc.).

Final rule Write every description as though a judge will read it and decide whether to compel production. Not "will this survive skim review by opposing counsel?" — but "will this satisfy the court that the claim is properly asserted?" That mindset produces sturdier logs.