In Freedman v. Weatherford International Ltd., No. 12 Civ. 2121 (S.D.N.Y. July 25, 2014), the district court held that disclosures of internal investigation materials to the SEC did not result in subject matter waiver. Defendant’s Audit Committee engaged an outside law firm to conduct an internal investigation regarding certain accounting issues. The law firm met with the SEC and presented information relating to its investigation. In a prior opinion, the court ruled that the law firm’s disclosures had waived privilege with respect to any material physically or orally disclosed to the SEC, as well as any underlying factual material explicitly referenced therein. After defendant produced that information, plaintiff sought all remaining investigation documents, with the exception of any opinion work product, on the grounds that the disclosures to the SEC resulted in subject matter waiver as to the investigation as a whole. The court held that there was no broad subject matter waiver. The court explained: Per Federal Rule of Evidence 502(a), subject matter waiver is reserved for the rare case where a party either places privileged information at issue, or attempts to use privileged information as both sword and shield. Whether fairness requires additional disclosure is decided on a case by case basis, and depends primarily on the specific context in which the privilege is asserted. Subject matter waiver is appropriate where a party has engaged in “selective, manipulative and strategic use of evidentiary privileges.” The court found that there was no indication that the company had sought to use the disclosure to its advantage in this or related litigation.