In In re China Medical Technologies, Inc.,539 B.R. 643 (S.D.N.Y. 2015) (No. 12-BR-13736), the liquidator of a company subject to insolvency proceedings sought access to materials relating to a pre-bankruptcy internal investigation conducted by outside counsel for the company’s audit committee. The Bankruptcy Court ordered outside counsel to produce non-privileged materials but not materials withheld under the attorney-client privilege or the work product doctrine; the liquidator appealed as to the withheld documents. The parties recognized the key precedent as to the attorney-client privilege to be CFTC v. Weintraub, 471 U.S. 343 (1985), in which the Supreme Court found that a corporation’s privilege as to pre-bankruptcy communications is controlled, and waivable, by the trustee in bankruptcy. The issue was whether that reasoning should extend to privileged communications that the audit committee, as opposed to management, had with counsel. The Bankruptcy Court noted that Weintraub suggested that its holding might differ in the case of an individual, and it found that the Audit Committee, given its independence, is more akin to an individual. The District Court rejected that argument, finding that the Audit Committee’s status is not analogous to an individual; rather, it is a committee of the board of directors and thus a critical component of the corporation’s infrastructure. The court also rejected arguments that the attorney-client communications might never have been made if not for an assurance that the privilege would be maintained, noting that similar reasoning had been rejected in Weintraub. The court thus found that the liquidator now owned the privilege and could waive it. The court found, however, that the same reasoning did not extend to the work product doctrine. That issue had only been peripherally addressed by the Bankruptcy Court, and thus the court did not fully explore the contours of outside counsel’s ability to withhold work product materials, but it noted that the work product protection belongs to counsel and cannot be waived by the client. It thus found that the liquidator could not unilaterally waive the work product protection.