Also known as a corporate Miranda warning. The notice in-house or outside counsel provide a company employee to inform them that counsel represents only the company and not the employee individually (see Practice Note, Internal Investigations: Giving Upjohn Warnings: When to Give an Upjohn Warning).

Among other things, the warning also informs the employee that:

(See Practice Note, Internal Investigations: Giving Upjohn Warnings: Contents of an Upjohn Warning.)

The term originated with Upjohn Co. v. United States (449 U.S. 383 (1981)). In Upjohn, the US Supreme Court held that in certain instances the attorney-client privilege can protect communications between a company's counsel and the company's employees (see Practice Notes, Internal Investigations: Attorney-Client Privilege and Work Product Doctrine: Overview: Employees Within the Scope of the Organization's Privilege and Internal Investigations: Giving Upjohn Warnings: Employees).

For an example warning with important explanations, see Standard Document, Internal Investigations: Example of an Upjohn Warning.

For information about:

For more resources about the warning, see Conducting Internal Corporate Investigations Toolkit: Giving the Upjohn Warning and Video and audio, Internal Investigations: Upjohn Warning Roleplay, Tips, and Takeaways.