*386Justice Rehnquist

delivered the opinion of the Court.

We granted certiorari in this case to address important questions concerning the scope of the attorney-client privilege in the corporate context and the applicability of the work-product doctrine in proceedings to enforce tax summonses. 445 U. S. 925. With respect to the privilege question the parties and various amici have described our task as one of choosing between two “tests” which have gained adherents in the courts of appeals. We are acutely aware, however, that we sit to decide concrete cases and not abstract propositions of law. We decline to lay down a broad rule or series of rules to govern all conceivable future questions in this area, even were we able to do so. We can and do, however, conclude that the attorney-client privilege protects the communications involved in this case from compelled disclosure and that the work-product doctrine does apply in tax summons enforcement proceedings.

I

Petitioner Upjohn Co. manufactures and sells pharmaceuticals here and abroad. In January 1976 independent accountants conducting an audit of one of Upjohn’s foreign subsidiaries discovered that the subsidiary made payments to or for the benefit of foreign government officials in order to secure government business. The accountants so informed petitioner Mr. Gerard Thomas, Upjohn’s Vice President, Secretary, and General Counsel. Thomas is a member of the Michigan and New York Bars, and has been Upjohn’s General Counsel for 20 years. He consulted with outside counsel and R. T. Parfet, Jr., Upjohn’s Chairman of the Board. It was decided that the company would conduct an internal investigation of what were termed “questionable payments.” As part of this investigation the attorneys prepared a letter containing a questionnaire which was sent to “All Foreign General and Area Managers” over the Chairman’s signature. The letter *387began by noting recent disclosures that several American companies made “possibly illegal” payments to foreign government officials and emphasized that the management needed full information concerning any such payments made by Upjohn. The letter indicated that the Chairman had asked Thomas, identified as “the company’s General Counsel,” “to conduct an investigation for the purpose of determining the nature and magnitude of any payments made by the Upjohn Company or any of its subsidiaries to any employee or official of a foreign government.” The questionnaire sought detailed information concerning such payments. Managers were instructed to treat the investigation as “highly confidential” and not to discuss it with anyone other than Upjohn employees who might be helpful in providing the requested information. Responses were to be sent directly to Thomas. Thomas and outside counsel also interviewed the recipients of the questionnaire and some 33 other Upjohn officers or employees as part of the investigation.

On March 26, 1976, the company voluntarily submitted a preliminary report to the Securities and Exchange Commission on Form 8-K disclosing certain questionable payments.1 A copy of the report was simultaneously submitted to the Internal Revenue Service, which immediately began an investigation to determine the tax consequences of the payments. Special agents conducting the investigation were given lists by Upjohn of all those interviewed and all who had responded to the questionnaire. On November 23, 1976, the Service issued a summons pursuant to 26 U. S. C. § 7602 demanding production of:

“All files relative to the investigation conducted under the supervision of Gerard Thomas to identify payments to employees of foreign governments and any political *388contributions made by the Upjohn Company or any of its affiliates since January 1, 1971 and to determine whether any funds of the Upjohn Company had been improperly accounted for on the corporate books during the same period.

“The records should include but not be limited to written questionnaires sent to managers of the Upjohn Company’s foreign affiliates, and memorandums or notes of the interviews conducted in the United States and abroad with officers and employees of the Upjohn Company and its subsidiaries.” App. 17a-18a.

The company declined to produce the documents specified in the second paragraph on the grounds that they were protected from disclosure by the attorney-client privilege and constituted the work product of attorneys prepared in anticipation of litigation. On August 31, 1977, the United States filed a petition seeking enforcement of the summons under 26 U. S. C. §§ 7402 (b) and 7604 (a) in the United States District Court for the Western District of Michigan. That court adopted the recommendation of a Magistrate who concluded that the summons should be enforced. Petitioners appealed to the Court of Appeals for the Sixth Circuit which rejected the Magistrate’s finding of a waiver of the attorney-client privilege, 600 F. 2d 1223, 1227, n. 12, but agreed that the privilege did not apply “[t]o the extent that the communications were made by officers and agents not responsible for directing Upjohn’s actions in response to legal advice ... for the simple reason that the communications were not the 'client’s.’ ” Id., at 1225. The court reasoned that accepting petitioners’ claim for a broader application of the privilege would encourage upper-echelon management to ignore unpleasant facts and create too broad a “zone of silence.” Noting that Upjohn’s counsel had interviewed officials such as the Chairman and President, the Court of Appeals remanded to the District Court so that a determination of who was *389within the “control group” could be made. In a concluding footnote the court stated that the work-product doctrine “is not applicable to administrative summonses issued under 26 U. S. C. § 7602.” Id., at 1228, n. 13.

II

Federal Rule of Evidence 501 provides that “the privilege of a witness . . . shall be governed by the principles of the common law as they may be interpreted by the courts of the United States in light of reason and experience.” The attorney-client privilege is the oldest of the privileges for confidential communications known to the common law. 8 J. Wigmore, Evidence §2290 (McNaughton rev. 1961). Its purpose is to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice. The privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer’s being fully informed by the client. As we stated last Term in Trammel v. United States, 445 U. S. 40, 51 (1980): “The lawyer-client privilege rests on the need for the advocate and counselor to know all that relates to the client’s reasons for seeking representation if the professional mission is to be carried out.” And in Fisher v. United States, 425 U. S. 391, 403 (1976), we recognized the purpose of the privilege to be “to encourage clients to make full disclosure to their attorneys.” This rationale for the privilege has long been recognized by the Court, see Hunt v. Blackburn, 128 U. S. 464, 470 (1888) (privilege “is founded upon the necessity, in the interest and administration of justice, of the aid of persons having knowledge of the law and skilled in its practice, which assistance can only be safely and readily availed of when free from the consequences or the apprehension of disclosure”). Admittedly complications in the application of the privilege arise when the client is a corporation, which in theory is an artificial creature of the *390law, and not an individual; but this Court has assumed that the privilege applies when the client is a corporation, United States v. Louisville & Nashville R. Co., 236 U. S. 318, 336 (1915), and the Government does not contest the general proposition.

The Court of Appeals, however, considered the application of the privilege in the corporate context to present a “different problem,” since the client was an inanimate entity and “only the senior management, guiding and integrating the several operations, . . . can be said to possess an identity analogous to the corporation as a whole.” 600 F. 2d, at 1226. The first case to articulate the so-called “control group test” adopted by the court below, Philadelphia v. Westinghouse Electric Corp., 210 F. Supp. 483, 485 (ED Pa.), petition for mandamus and prohibition denied sub nom. General Electric Co. v. Kirkpatrick, 312 F. 2d 742 (CA3 1962), cert. denied, 372 U. S. 943 (1963), reflected a similar conceptual approach:

“Keeping in mind that the question is, Is it the corporation which is seeking the lawyer’s advice when the asserted privileged communication is made?, the most satisfactory solution, I think, is that if the employee making the communication, of whatever rank he may be, is in a position to control or even to take a substantial part in a decision about any action which the corporation may take upon the advice of the attorney, . . . then, in effect, he is {or personifies) the corporation when he makes his disclosure to the lawyer and the privilege would apply.” (Emphasis supplied.)

Such a view, we think, overlooks the fact that the privilege exists to protect not only the giving of professional advice to those who can act on it but also the giving of information to the lawyer to enable him to give sound and informed advice. See Trammel, supra, at 51; Fisher, supra, at 403. The first step in the resolution of any legal problem is ascertaining the factual background and sifting through the facts *391with an eye to the legally relevant. See ABA Code of Professional Responsibility, Ethical Consideration 4-1:

“A lawyer should be fully informed of all the facts of the matter he is handling in order for his client to obtain the full advantage of our legal system. It is for the lawyer in the exercise of his independent professional judgment to separate the relevant and important from the irrelevant and unimportant. The observance of the ethical obligation of a lawyer to hold inviolate the confidences and secrets of his client not only facilitates the full development of facts essential to proper representation of the client but also encourages laymen to seek early legal assistance.”

See also Hickman v. Taylor, 329 U. S. 495, 511 (1947).

In the case of the individual client the provider of information and the person who acts on the lawyer’s advice are one and the same. In the corporate context, however, it will frequently be employees beyond the control group as defined by the court below — “officers and agents . . . responsible for directing [the company’s] actions in response to legal advice” — who will possess the information needed by the corporation’s lawyers. Middle-level — and indeed lower-level — employees can, by actions within the scope of their employment, embroil the corporation in serious legal difficulties, and it is only natural that these employees would have the relevant information needed by corporate counsel if he is adequately to advise the client with respect to such actual or potential difficulties. This fact was noted in Diversified Industries, Inc. v. Meredith, 572 F. 2d 596 (CA8 1978) (en banc):

“In a corporation, it may be necessary to glean information relevant to a legal problem from middle management or non-management personnel as well as from top executives. The attorney dealing with a complex legal problem ‘is thus faced with a “Hobson’s choice”. If he interviews employees not having “the very highest au*392thority”, their communications to him will not be privileged. If, on the other hand, he interviews only those employees with “the very highest authority”, he may find it extremely difficult, if not impossible, to determine what happened.’ ” Id., at 603-609 (quoting Weinschel, Corporate Employee Interviews and the Attorney-Client Privilege, 12 B. C. Ind. & Com. L. Rev. 873, 876 (1971)).

The control group test adopted by the court below thus frustrates the very purpose of the privilege by discouraging the communication of relevant information by employees of the client to attorneys seeking to render legal advice to the client corporation. The attorney’s advice will also frequently be more significant to noncontrol group members than to those who officially sanction the advice, and the control group test makes it more difficult to convey full and frank legal advice to the employees who will put into effect the client corporation’s policy. See, e. g., Duplan Corp. v. Deering Milliken, Inc., 397 F. Supp. 1146, 1164 (SC 1974) (“After the lawyer forms his or her opinion, it is of no immediate benefit to the Chairman of the Board or the President. It must be given to the corporate personnel who will apply it”).

The narrow scope given the attorney-client privilege by the court below not only makes it difficult for corporate attorneys to formulate sound advice when their client is faced with a specific legal problem but also threatens to limit the valuable efforts of corporate counsel to ensure their client’s compliance with the law. In light of the vast and complicated array of regulatory legislation confronting the modern corporation, corporations, unlike most individuals, “constantly go to lawyers to find out how to obey the law,” Burnham, The Attorney-Client Privilege in the Corporate Arena, 24 Bus. Law. 901, 913 (1969), particularly since compliance with the law in this area is hardly an instinctive matter, see, e. g., United States v. United States Gypsum Co., 438 U. S. 422, 440-441 (1978) (“the behavior proscribed by the [Sherman] Act is *393often difficult to distinguish from the gray zone of socially acceptable and economically justifiable business conduct”).2 The test adopted by the court below is difficult to apply in practice, though no abstractly formulated and unvarying “test” will necessarily enable courts to decide questions such as this with mathematical precision. But if the purpose of the attorney-client privilege is to be served, the attorney and client must be able to predict with some degree of certainty whether particular discussions will be protected. An uncertain privilege, or one which purports to be certain but results in widely varying applications by the courts, is little better than no privilege at all. The very terms of the test adopted by the court below suggest the unpredictability of its application. The test restricts the availability of the privilege to those officers who play a “substantial role” in deciding and directing a corporation’s legal response. Disparate decisions in cases applying this test illustrate its unpredictability. Compare, e. g., Hogan v. Zletz, 43 F. R. D. 308, 315-316 (ND Okla. 1967), aff’d in part sub nom. Natta v. Hogan, 392 F. 2d 686 (CA10 1968) (control group includes managers and assistant managers of patent division and research and development department), with Congoleum Industries, Inc. v. GAF Corp., 49 F. R. D. 82, 83-85 (ED Pa. 1969), aff’d, 478 F. 2d 1398 (CA3 1973) (control group includes only division and corporate vice presidents, and not two directors of research and vice president for production and research).

*394The communications at issue were made by Upjohn employees 3 to counsel for Upjohn acting as such, at the direction of corporate superiors in order to secure legal advice from counsel. As the Magistrate found, “Mr. Thomas consulted with the Chairman of the Board and outside counsel and thereafter conducted a factual investigation to determine the nature and extent of the questionable payments and to.beSnM position to give legal advice to the company, with, respect to the payments.” (Emphasis supplied.) 78-1 USTC ¶ 9277, pp. 83,598, 83,599. Information, not available from upper-echelon management, was needed to supply a basis for legal advice concerning compliance with securities and tax laws, foreign laws, currency regulations, duties to shareholders, and potential litigation in each of these areas.4 The communications concerned matters within the scope of the employees’ corporate duties, and the employees themselves were sufficiently aware that' they were being questioned in order that the corporation could obtain legal advice. The questionnaire identified Thomas as “the company’s General Counsel” and referred in its opening sentence to the possible illegality of payments such as the ones on which information was sought. App. 40a. A statement of policy accompanying the questionnaire clearly indicated the legal implications of the investigation. The policy statement was issued “in order that there be no uncertainty in the future as to the policy with respect to the practices which are the subject of this investiga*395tion.” It began “Upjohn will comply with all laws and regulations,” and stated that commissions or payments “will not be used as a subterfuge for bribes or illegal payments” and that all payments must be “proper and legal.” Any future agreements with foreign distributors or agents were to be approved “by a company attorney” and any questions concerning the policy were to be referred “to the company’s General Counsel.” Id., at 165a-166a. This statement was issued to Upjohn employees worldwide, so that even those interviewees not receiving a questionnaire were aware of the legal implications of the interviews. Pursuant to explicit instructions from the Chairman of the Board, the communications were considered “highly confidential” when made, id., at 39a, 43a, and have been kept confidential by the company.5 Consistent with the underlying purposes of the attorney-client privilege, these communications must be protected against compelled disclosure.

The Court of Appeals declined to extend the attorney-client privilege beyond the limits of the control group test for fear that doing so would entail severe burdens on discovery and create a broad “zone of silence” over corporate affairs. Application of the attorney-client privilege to communications such as those involved here, however, puts the adversary in no worse position than if the communications had never taken place. The privilege only protects disclosure of communications; it does not protect disclosure of the underlying facts by those who communicated with the attorney:

“[T]he protection of the privilege extends only to communications and not to facts. A fact is one thing and a communication concerning that fact is an entirely differ*396ent thing. The client cannot be compelled to answer the question, ‘What did you say or write to the attorney?’ but may not refuse to disclose any relevant fact within his knowledge merely because he incorporated a statement of such fact into his communication to his attorney.” Philadelphia v. Westinghouse Electric Corp., 205 F. Supp. 830, 831 (ED Pa. 1962).

See also Diversified Industries, 572 F. 2d, at 611; State ex rel. Dudek v. Circuit Court, 34 Wis. 2d 559, 580, 150 N. W. 2d 387, 399 (1967) (“the courts have noted that a party cannot conceal a fact merely by revealing it to his lawyer”). Here the Government was free to question the employees who communicated with Thomas and outside counsel. Upjohn has provided the IRS with a list of such employees, and the IRS has already interviewed some 25 of them. While it would probably be more convenient for the Government to secure the results of petitioner’s internal investigation by simply subpoenaing the questionnaires and notes taken by petitioner’s attorneys, such considerations of convenience do not overcome the policies served by the attorney-client privilege. As Justice Jackson noted in his concurring opinion in Hickman v. Taylor, 329 U. S., at 516: “Discovery was hardly intended to enable a learned profession to perform its functions ... on wits borrowed from the adversary.”

Needless to say, we decide only the case before us, and do not undertake to draft a set of rules which should govern challenges to investigatory subpoenas. Any such approach would violate the spirit of Federal Rule of Evidence 501. See S. Rep. No. 93-1277, p. 13 (1974) (“the recognition of a privilege based on a confidential relationship . . . should be determined on a case-by-case basis”); Trammel, 445 U. S., at 47; United States v. Gillock, 445 U. S. 360, 367 (1980). While such a “case-by-case” basis may to some slight extent undermine desirable certainty in the boundaries of the attor*397ney-client privilege, it obeys the spirit of the Rules. At the same time we conclude that the narrow “control group test” sanctioned by the Court of Appeals in this case cannot, consistent with “the principles of the common law as . . . interpreted ... in the light of reason and experience,” Fed. Rule Evid. 501, govern the development of the law in this area.

Ill

Our decision that the communications by Upjohn employees to counsel are covered by the attorney-client privilege disposes of the case so far as the responses to the questionnaires and any notes reflecting responses to interview questions are concerned. The summons reaches further, however, and Thomas has testified that his notes and memoranda of interviews go beyond recording responses to his questions. App. 27a-28a, 91a-93a. To the extent that the material subject to the summons is not protected by the attorney-client privilege as disclosing communications between an employee and counsel, we must reach the ruling by the Court of Appeals that the work-product doctrine does not apply to summonses issued under 26 U. S. C. § 7602.6

The Government concedes, wisely, that the Court of Appeals erred and that the work-product doctrine does apply to IRS summonses. Brief for Respondents 16, 48. This doctrine was announced by the Court over 30 years ago in Hickman v. Taylor, 329 U. S. 495 (1947). In that case the Court rejected “an attempt, without purported necessity or justification, to secure written statements, private memoranda and personal recollections prepared or formed by an adverse party’s counsel in the course of his legal duties.” Id., at 510. The Court noted that “it is essential that a lawyer work with *398a certain degree of privacy” and reasoned that if discovery of the material sought were permitted

“much of what is now put down in writing would remain unwritten. An attorney’s thoughts, heretofore inviolate, would not be his own. Inefficiency, unfairness and sharp practices would inevitably develop in the giving of legal advice and in the preparation of cases for trial. The effect on the legal profession would be demoralizing. And the interests of the clients and the cause of justice would be poorly served.” Id., at 511.

The “strong public policy” underlying the work-product doctrine was reaffirmed recently in United States v. Nobles, 422 U. S. 225, 236-240 (1975), and has been substantially incorporated in Federal Rule of Civil Procedure 26(b)(3).7

As we stated last Term, the obligation imposed by a tax summons remains “subject to the traditional privileges and limitations.” United States v. Euge, 444 U. S. 707, 714 (1980). Nothing in the language of the IRS summons provisions or their legislative history suggests an intent on the part of Congress to preclude application of the work-product doctrine. Rule 26 (b)(3) codifies the work-product doctrine, and the Federal Rules of Civil Procedure are made applicable *399to summons enforcement proceedings by Rule 81 (a)(3). See Donaldson v. United States, 400 U. S. 517, 528 (1971). While conceding the applicability of the work-product doctrine, the Government asserts that it has made a sufficient showing of necessity to overcome its protections. The Magistrate apparently so found, 78-1 USTC ¶ 9277, p. 83,605. The Government relies on the following language in Hickman:

“We do not mean to say that all written materials obtained or prepared by an adversary’s counsel with an eye toward litigation are necessarily free from discovery in all cases. Where relevant and nonprivileged facts remain hidden in an attorney’s file and where production of those facts is essential to the preparation of one’s case, discovery may properly be had. . . . And production might be justified where the witnesses are no longer available or can be reached only with difficulty.” 329 U. S., at 511.

The Government stresses that interviewees are scattered across the globe and that Upjohn has forbidden its employees to answer questions it considers irrelevant. The above-quoted language from Hickman, however, did not apply to “oral statements made by witnesses . . . whether presently in the form of [the attorney’s] mental impressions or memoranda.” Id., at 512. As to such material the Court did “not believe that any showing of necessity can be made under the circumstances of this case so as to justify production. ... If there should be a rare situation justifying production of these matters, petitioner’s case is not of that type.” Id., at 512-513. See also Nobles, supra, at 252-253 (White, J., concurring). Forcing an attorney to disclose notes and memoranda of witnesses’ oral statements is particularly disfavored because it tends to reveal the attorney’s mental processes, 329 U. S., at 513 (“what he saw fit to write down regarding witnesses’ remarks”); id., at 516-517 (“the statement would be his [the *400attorney’s] language, permeated with his inferences”) (Jackson, J., concurring).8

Rule 26 accords special protection to work product revealing the attorney’s mental processes. The Rule permits disclosure of documents and tangible things constituting attorney work product upon a showing of substantial need and inability to obtain the equivalent without undue hardship. This was the standard applied by the Magistrate, 78-1 USTC ¶ 9277, p. 83,604. Rule 26 goes on, however, to state that “[i]n ordering discovery of such materials when the required showing has been made, the court shall protect against disclosure of the mental impressions, conclusions, opinions or legal theories of an attorney or other representative of a party concerning the litigation.” Although this language does not specifically refer to memoranda based on oral statements of witnesses, the Hickman court stressed the danger that compelled disclosure of such memoranda would reveal the attorney’s mental processes. It is clear that this is the sort of material the draftsmen of the Rule had in mind as deserving special protection. See Notes of Advisory Committee on 1970 Amendment to Rules, 28 U. S. C. App., p. 442 (“The subdivision . . . goes on to protect against disclosure the mental impressions, conclusions, opinions, or legal theories ... of an attorney or other representative of a party. The Hickman opinion drew special attention to the need for protecting an attorney against discovery of memoranda prepared from recollection of oral interviews. The courts have steadfastly safeguarded against disclosure of lawyers’ mental impressions and legal theories . . .”).

*401Based on the foregoing, some courts have concluded that no showing of necessity can overcome protection of work product which is based on oral statements from witnesses. See, e. g., In re Grand Jury Proceedings, 473 F. 2d 840, 848 (CA8 1973) (personal recollections, notes, and memoranda pertaining to conversation with witnesses); In re Grand Jury Investigation, 412 F. Supp. 943, 949 (ED Pa. 1976) (notes of conversation with witness “are so much a product of the lawyer's thinking and so little probative of the witness’s actual words that they are absolutely protected from disclosure”). Those courts declining to adopt an absolute rule have nonetheless recognized that such material is entitled to special protection. See, e. g., In re Grand Jury Investigation, 599 F. 2d 1224, 1231 (CA3 1979) (“special considerations . . . must shape any ruling on the discoverability of interview memoranda . . . ; such documents will be discoverable only in a rare situation’ ”); cf. In re Grand Jury Subpoena, 599 F. 2d 504, 511-512 (CA2 1979).

We do not decide the issue at this time. It is clear that the Magistrate applied the wrong standard when he concluded that the Government had made a sufficient showing of necessity to overcome the protections of the work-product doctrine. The Magistrate applied the “substantial need” and “without undue hardship” standard articulated in the first part of Rule 26 (b)(3). The notes and memoranda sought by the Government here, however, are work product based on oral statements. If they reveal communications, they are, in this case, protected by the attorney-client privilege. To the extent they do not reveal communications, they reveal the attorneys’ mental processes in evaluating the communications. As Rule 26 and Hickman make clear, such work product cannot be disclosed simply on a showing of substantial need and inability to obtain the equivalent without undue hardship.

While we are not prepared at this juncture to say that such material is always protected by the work-product rule, we *402think a far stronger showing of necessity and unavailability by other means than was made by the Government or applied by the Magistrate in this case would be necessary to compel disclosure. Since the Court of Appeals thought that the work-product protection was never applicable in an enforcement proceeding such as this, and since the Magistrate whose recommendations the District Court adopted applied too lenient a standard of protection, we think the best procedure with respect to this aspect of the case would be to reverse the judgment of the Court of Appeals for the Sixth Circuit and remand the case to it for such further proceedings in connection with the work-product claim as are consistent with this opinion.

Accordingly, the judgment of the Court of Appeals is reversed, and the case remanded for further proceedings.

It is so ordered.

Chief Justice Burger,

concurring in part and concurring

in the judgment.

I join in Parts I and III of the opinion of the Court and in the judgment. As to Part II, I agree fully with the Court’s rejection of the so-called “control group” test, its reasons for doing so, and its ultimate holding that the communications at issue are privileged. As the Court states, however, “if the purpose of the attorney-client privilege is to be served, the attorney and client must be able to predict with some degree of certainty whether particular discussions will be protected.” Ante, at 393. Por this very reason, I believe that we should articulate a standard that will govern similar cases and afford guidance to corporations, counsel advising them, and federal courts.

The Court properly relies on a variety of factors in concluding that the communications now before us are privileged. See ante, at 394-395. Because of the great importance of the issue, in my view the Court should make clear now that, as a *403general rule, a communication is privileged at least when, as here, an employee or former employee speaks at the direction of the management with an attorney regarding conduct or proposed conduct within the scope of employment. The attorney must be one authorized by the management to inquire into the subject and must be seeking information to assist counsel in performing any of the following functions: (a) evaluating whether the employee's conduct has bound or would bind the corporation; (b) assessing the legal consequences, if any, of that conduct; or (c) formulating appropriate legal responses to actions that have been or may be taken by others with regard to that conduct. See, e. g., Diversified Industries, Inc. v. Meredith, 572 F. 2d 596, 609 (CA8 1978) (en banc); Harper & Row Publishers, Inc. v. Decker, 423 F. 2d 487, 491-492 (CA7 1970), aff’d by an equally divided Court, 400 U. S. 348 (1971); Duplan Corp. v. Deering Milliken, Inc., 397 F. Supp. 1146, 1163-1165 (SC 1974). Other communications between employees and corporate counsel may indeed be privileged — as the petitioners and several amici have suggested in their proposed formulations* — but the need for certainty does not compel us now to prescribe all the details of the privilege in this case.

Nevertheless, to say we should not reach all facets of the privilege does not mean that we should neglect our duty to provide guidance in a case that squarely presents the question in a traditional adversary context. Indeed, because Federal Rule of Evidence 501 provides that the law of privileges “shall be governed by the principles of the common law as they may be interpreted by the courts of the United States in the light of reason and experience,” this Court has a special duty to clarify aspects of the law of privileges properly *404before us. Simply asserting that this failure “may to some slight extent undermine desirable certainty,” ante, at 396, neither minimizes the consequences of continuing uncertainty and confusion nor harmonizes the inherent dissonance of acknowledging that uncertainty while declining to clarify it within the frame of issues presented.

The opinion of the court was delivered by

PARRILLO P.J.A.D.

We granted leave to appeal an interlocutory order of the Law Division compelling production of an e-mail sent by the head women’s basketball coach at Kean University to the University’s general counsel, that the University claims is protected by the attorney-client privilege. For reasons that follow, we reverse.

*7Briefly by way of background, plaintiff Glenn Hedden is the University’s former athletic director. In that capacity, he supervised Michele Sharp, who was the head women’s basketball coach at the University. Plaintiff was terminated on May 2, 2011, supposedly for failure to properly supervise subordinates in the athletic program, which in turn led to the University being sanctioned by the National Collegiate Athletic Association (NCAA) for violations of NCAA rules in connection with its women’s basketball program. Plaintiff responded by filing a complaint against the University1, alleging wrongful termination in violation of the Conscientious Employee Protection Act, N.J.S.A. 34:19-1 to -14 (CEPA), for reporting those violations to the NCAA, and defamation.

The incident giving rise to the NCAA action concerned Sharp’s efforts in 2010 to organize a summer trip to Spain for her basketball team. There was both an educational and athletic component to the tour, as the student-athletes would be developing their skills as basketball players as well as earning three credits in a Spanish history course. To defray the cost of the trip, Sharp drafted fundraising correspondence to potential donors, requesting their sponsorship. Before releasing it, however, on January 29, 2010, Sharp sent an e-mail with the fundraising letter attached to Michael Tripodi, the University’s general counsel, requesting his review. Tripodi apparently responded orally to Sharp.

According to plaintiff, it was not until the Fall 2010, well after the team returned from Spain, that he first became aware of possible violations of NCAA regulations associated with the trip, particularly its funding and academic course aspects. After he conducted an internal investigation, plaintiff contacted the NCAA to report the violations uncovered.

*8Consequently, the NCAA launched its own confidential investigation, as a result of which the entity issued a Notice of Allegations to both Sharp and the University, requesting a response from each. Sharp retained her own attorney to represent her in the NCAA matter, and as part of her January 23, 2012 response, produced, through counsel, her January 29, 2010 e-mail to Tripodi, which is at the core of the controversy in this appeal.2 Although the University received a copy of Sharp’s submission to the NCAA, it claims it was never consulted beforehand and did not authorize disclosure of the disputed e-mail. Neither, however, did the University object to its release to the NCAA or assert any privilege attaching to the document, until, that is, the present litigation.

During discovery, plaintiff requested production of, among other things, the January 29, 2010 e-mail from Sharp to Tripodi. The University refused, asserting the e-mail was protected from disclosure by the attorney-client privilege because it was sent to counsel for the purpose of obtaining legal advice. Plaintiff disagreed, contending the e-mail was not contained in a privilege log and, in any event, the privilege was waived by Sharp’s disclosure of the email to the NCAA without the University’s objection. The University countered that there was no waiver of the privilege because Sharp was not authorized by her employer — the actual holder of the privilege — to waive the privilege on its behalf.

Unable to resolve the matter, plaintiff moved to compel production of the disputed e-mail. In granting the requested relief, after reviewing the e-mail in camera,3 the motion judge found that *9defendant failed to prove Sharp’s purpose in sending the e-mail was to obtain legal advice and that, in any event, as holder of the privilege, Sharp’s submission of the e-mail to the NCAA constituted a waiver.

On their motion for reconsideration, defendants submitted the certification of Tripodi attesting to his understanding that the purpose of Sharp’s e-mail was to obtain legal advice and, as a result, he rendered legal advice to Sharp. Tripodi further certified that “employees at the direction of those in the management ranks often come to me for the purpose of obtaining legal advice on various matters concerning the University[,]” and that he reviewed Sharp’s letter to “ensure that external communications sent by a University employee in his or her official capacity do not improperly purport to bind or commit the University to future conduct.”

Accepting the Tripodi certification, the motion judge found that there was an attorney-client relationship between Sharp and Tripodi, but nevertheless reaffirmed her earlier ruling that the privilege had been waived upon Sharp’s disclosure of the e-mail to the NCAA. Rejecting defendants’ position that Sharp was not acting within the scope of her authority upon such disclosure, the motion judge reasoned:

However, in this context the court finds that Sharp’s disclosure to [the] N.C.A.A. waived the privilege because it appears from all the evidence provided to the court, that not only was Sharp’s submission consistent with upper management’s position regarding the allegations on the financial benefit, but [defendants’] failure to demonstrate the University’s contrary position on this issue renders their argument specious. Additionally, [defendants] did not seek to prevent disclosure of the e-mail based on the privilege to the N.C.A.A. or take any action after it was disclosed to prevent any consideration of the material contained therein.

*10On appeal, defendants essentially argue, as they did below, that Sharp was not authorized by the University, as holder of the attorney-client privilege, to waive its protection. We agree.

We start with some basic principles that govern our disposition of the matter. First, we “normally defer to a trial court’s disposition of discovery matters ... unless the court has abused its discretion!,]” or the decision is based on “a mistaken understanding of the applicable law.” Payton v. N.J. Tpk. Auth., 148 N.J. 524, 559, 691 A.2d 321 (1997). Because “[a] trial court’s interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference!,]” Manalapan Realty v. Manalapan Twp. Comm., 140 N.J. 366, 378, 658 A.2d 1230 (1995), we review the applicability of the attorney-client privilege, and its potential waiver in this case, de novo.

It is well-settled under New Jersey law that communications between lawyers and clients “in the course of that relationship and in professional confidence” are privileged and therefore protected from disclosure. N.J.S.A 2A:84A-20(1); N.J.R.E. 504(1). Specifically, the attorney-client privilege generally applies to communications (1) in which legal advice is sought, (2) from an attorney acting in his capacity as a legal advisor, (3) and the communication is made in confidence, (4) by the client. See Metasalts Corp. v. Weiss, 76 N.J.Super. 291, 297, 184 A.2d 435 (Ch.Div.1962).

The attorney-client privilege “recognizes that sound legal advice or advocacy serves public ends and rests on the need to ‘encourage full and frank communication between attorneys and their clients.’ ” United Jersey Bank v. Wolosoff, 196 N.J.Super. 553, 561, 483 A.2d 821 (App.Div.1984) (quoting Upjohn Co. v. United States, 449 U.S. 383, 389, 101 S.Ct. 677, 682, 66 L.Ed.2d 584, 591 (1981)). “ ‘Preserving the sanctity of confidentiality of a Ghent’s disclosures to his attorney [promotes] an open atmosphere of trust.’ ” United Jersey Bank, supra, 196 N.J.Super. at 561, 483 A2d 821 (quoting Reardon v. Marlayne, 83 N.J. 460, 470, 416 *11A.2d 852 (1980)). Accordingly, “the confidentiality of communications between client and attorney constitutes an indispensable ingredient of our legal system.” In re Grand Jury Subpoenas Duces Tecum, 241 N.J.Super. 18, 27-28, 574 A.2d 449 (App.Div. 1989).

The benefit of the attorney-client privilege extends to a corporation or other organization or association, “which must act through agents, including [its] officers and employees.” United Jersey Bank, supra, 196 N.J.Super. at 562, 488 A.2d 821 (quoting Macey v. Rollins Envtl. Servs. (N.J.), 179 N.J.Super. 535, 540, 432 A.2d 960 (App.Div.1981)); see also Payton, supra, 148 N.J. at 550, 691 A.2d 321; N.J.S.A. 2A:84A-20(3) (defining client as “a person or corporation ... that, directly or through an authorized representative, consults a lawyer ... for the purpose of ... securing legal service or advice from him in his professional capacity”); N.J.R.E. 504(3) (same). The privilege, therefore, belongs to the institution and covers confidential communications between the entity’s attorneys and its employees. Upjohn, supra, 449 U.S. at 395, 101 S.Ct. at 685, 66 L.Ed.2d at 594-95.

In Upjohn, supra, the Supreme Court held that communications made by mid or low-level employees within the scope of their employment to the corporation’s attorney for the purposes of aiding counsel in providing legal advice were protected by attorney-client privilege. 449 U.S. at 391, 101 S.Ct. at 683, 66 L.Ed.2d at 592. Indeed, “[t]he necessity for full and open disclosure between corporate employees and in-house counsel ... demands that all confidential communications be exempt from discovery.” Macey, supra, 179 N.J.Super. at 540, 432 A2d 960. This even includes an e-mail communication between attorney and client during the course of a professional relationship and in confidence. Seacoast Builders Corp. v. Rutgers, 358 N.J.Super. 524, 553, 818 A.2d 455 (App.Div.2003).

To be sure, while the attorney-client privilege is “clearly extremely important,” it is neither absolute nor sacrosanct. Biun-*12no, Current N.J. Rules of Evidence, comment 1 on N.J.R.E. 504(3). Because the privilege results in the suppression of evidence, it “is to be strictly limited to the purposes for which it exists, ie., the need for consultation between attorney and client without fear of public disclosure.” State v. Humphreys, 89 N.J.Super. 322, 325, 215 A.2d 32 (App.Div.1965). However, “[w]here the privilege is applicable, ‘it must be given as broad a scope as its rationale requires.’ ” United Jersey Bank, supra, 196 N.J.Super. at 561, 483 A.2d 821 (quoting Ervesun v. Bank of N.Y., 99 N.J.Super. 162, 168, 239 A.2d 10 (App.Div.), certif. denied, 51 N.J. 394, 241 A2d 11 (1968)). And while the burden of proof is on the person or entity asserting the privilege to show its applicability in any given case, L.J. v. J.B., 150 N.J.Super. 373, 378, 375 A.2d 1202 (App.Div.), certif. denied sub nom. Jacobson v. Balle, 75 N.J. 24, 379 A.2d 255 (1977), there is a presumption that a communication made in the lawyer-client relationship has been made in professional confidence. N.J.R.E. 504(3); see also Hannan v. St. Joseph’s Hosp. & Med. Ctr., 318 N.J.Super. 22, 28, 722 A.2d 971 (App.Div.1999); State v. Schubert, 235 N.J.Super. 212, 220-21, 561 A.2d 1186 (App.Div.1989), certif. denied, 121 N.J. 597, 583 A.2d 302, cert. denied, 496 U.S. 911, 110 S.Ct. 2600, 110 L.Ed.2d 280 (1990).

One of the key issues regarding the applicability of the privilege in this case is the purpose of Sharp’s e-mail to Tripodi. If the purpose was to solicit legal advice, then the privilege applies. However, if Sharp’s ultimate goal was to secure business advice or other non-legal services, then the privilege does not apply. See United States v. Rockwell, Int’l, 897 F.2d 1255, 1264 (3d Cir.1990).

In this regard, we agree with the motion judge that as an employee of the University and acting within the scope of her employment, Sharp’s purpose in sending the e-mail to Tripodi was to solicit his legal advice as University general counsel and, thus, an attorney-client relationship was formed. It is undisputed that in the e-mail Sharp asks Tripodi to review a draft of a fundraising *13letter and there would be no plausible reason for the request other than to solicit legal advice from counsel since Tripodi had no other involvement in University fundraising activities. In fact, in his capacity as general counsel and in the course of his employment, “it [was] not unusual for [Tripodi] to review documents relating to fundraising activities on behalf of the University” to ensure that those activities “[complied] with any applicable state and federal laws and regulations” and did not “improperly purport to bind or commit the University to future conduct.” And while there was no certification from Sharp attesting to her purpose in sending the e-mail, Tripodi well understood the nature of the inquiry because he reviewed the letter and later “conveyed [his] legal opinion regarding the letter.” Plaintiffs intimation to the contrary, that Sharp was seeking advice from Tripodi “merely as a representative of Kean University” and not in his legal capacity, has no support in the record. The fact that Tripodi had no involvement in fundraising other than reviewing such solicitations to provide legal advice, and actually rendered such a service in this very instance, belies the naked suggestion that the e-mail was sent for some other, non-legal purpose. Clearly Sharp sent the e-mail to Tripodi because its contents could bind the University and the communication would not have been made but for Sharp’s need for legal advice or services.

Equally clear is that as head women’s basketball coach, Sharp was acting within the scope of her employment when soliciting legal advice from University counsel and, furthermore, that her communication to him was made in confidence. Confidential communications are those “communications which the client either expressly made confidential or which he could reasonably assume under the circumstances would be understood by the attorney as so intended.” State v. Schubert, supra, 235 N.J.Super. at 221, 561 A.2d 1186. Furthermore, confidential communications may be disclosed to a non-client or non-party who shares the client’s interest, without surrendering confidentiality. See In re State Comm’n of Investigation Subpoena No. 5441, 226 N.J.Super. *14461, 466-67, 544 A.2d 893 (App.Div.), certif. denied, 113 N.J. 382, 550 A.2d 484 (1988). In this case, Sharp had a reasonable expectation of confidentiality since the document was sent internally to Tripodi, in his capacity as university counsel. Contrary to the dissent’s view, the fact that another University employee may have been copied on the email does not defeat its confidential nature because as a fellow employee with an interest in the matter, he shared Sharp’s interest in protecting the University from liability. See Mead Data Ctr., Inc. v. U.S. Dep’t of the Air Force, 566 F.2d 242, 253 n. 24 (D.C.Cir.1977) (noting that communications circulated among more than one employee of the client can still be confidential as long as those employees are authorized to act for the corporation in relation to the subject matter of the communication); cf. Coastal States Gas Corp. v. Dep’t of Energy, 617 F.2d 854, 863-64 (D.C.Cir.1980) (holding that distributing a memo widely within an agency defeated the privilege but noting that “[w]hen the client is by nature a group, as is true of ... corporations, the courts have agreed that the privilege should not be defeated by some limited circulation beyond the attorney and the person within the group who requested the advice” and advising that if disclosure had been limited to personnel responsible for the matter at issue, “[the court] would have a different case.”). See also Murphy v. Tenn. Valley Auth., 571 F.Supp. 502, 506 (D.D.C.1983) (holding that an employee’s communications to general counsel requesting legal advice remained confidential even though they were distributed to other employees involved in the matter because “such limited dissemination does not amount to a breach of confidentiality in the corporate attorney-client context”); L.S.B. Indus., Inc. v. Gomm’r, 556 F.Supp. 40, 44 (W.D.Okla.1982) (holding that attorney-client privilege was not waived when a letter sent by an IRS regional counsel to the DOJ, requesting legal services, was copied to other IRS personnel involved in the investigation).

The closer question is whether the University waived the attorney-client privilege upon Sharp’s disclosure of the e-mail *15to the NCAA. In this regard, N.J.S.A. 2A:84A-29 (N.J.R.E. 530) addresses waiver and provides in part:

A person waives his right or privilege to refuse to disclose or to prevent another from disclosing a specified matter if he or any other person while the holder thereof has (a) contracted with anyone not to claim the right or privilege or, (b) without coercion and with knowledge of his right or privilege, made disclosure of any part of the privileged matter or consented to such a disclosure made by anyone.

The privilege, of course, can be waived only by the client and not the lawyer. Sicpa N. Am., Inc. v. Donaldson Enters., 179 N.J.Super. 56, 60-61, 430 A 2d 262 (Law Div.1981).

Generally, once privileged material is disclosed, the privilege of non-disclosure is waived as to that matter. See In re Grand Jury Subpoena Issued, 389 N.J.Super 281, 298, 913 A.2d 78 (App.Div.2006). Not all disclosures, however, amount to waivers. For example, an unauthorized disclosure by someone who is not the holder of the privilege does not generally constitute a waiver. In re Grand, Jury Subpoenas Duces Tecum, supra, 241 N.J.Super. at 31, 574 A.2d 449; In re Nackson, 221 N.J.Super. 187, 191, 534 A.2d 65 (App.Div.1987), aff'd, 114 N.J. 527, 555 A.2d 1101 (1989).

Here, the motion judge found, without further explication, that “[f]rom the facts submitted as part of this motion it would appear that Sharp, as holder of the privilege, also had the capacity to waive the privilege.” We disagree. In the organizational context, where the corporate employee communicates with corporate counsel on behalf of the entity, the corporation is the client. Upjohn, supra, 449 U.S. at 390, 101 S.Ct. at 683, 66 L.Ed.2d at 591-92. Simply put, the authority to waive the attorney-client privilege does not belong to each and every employee of the corporation, but rather is held by the organizational client, namely the officers and directors of the organization. Commodity Futures Trading Co. v. Weintraub, 471 U.S. 343, 348, 105 S.Ct. 1986, 1991, 85 L.Ed.2d 372, 378 (1985); United States v. Doe, 219 F.3d 175, 184-85 (2d Cir.2000). Thus, the group of individuals *16who may waive the privilege on behalf of the organizational client is restricted to those who manage or control its activities.

Sharp does not fit within this category as she was neither a director nor officer of the University, nor did she serve in a management capacity. Moreover, Sharp was not acting under the direction of the University when she released the document to the NCAA, producing it through her own counsel on her own behalf, in response to an inquiry directed specifically to her by the NCAA. Thus, as Sharp was not the holder of the attorney-client privilege, it was not hers to waive.

The motion judgment nevertheless found Sharp had implied authorization to disclose the e-mail because the University shared a common interest in its release and failed to object at the time of its production, amounting to a de facto waiver of the privilege. We again disagree.

Obviously, since the attorney-client privilege can only apply to a corporation through the statements of its agents, conversely it can be waived by the agent but only if acting within the scope of her authority and official duties. On this score, we emphasize that the University neither directed nor approved Sharp’s release of the e-mail. When she submitted the document to the NCAA, Sharp was not acting within the scope of her employment or official duties, but rather in her own personal interest, through her own counsel. She did not seek prior authorization from the University and in fact failed to consult or notify her employer in advance of copying the University on her submission, presumably simultaneously with its filing. The fact that the University did not voice an objection at the time or take affirmative steps to reverse Sharp’s unilateral action does not defeat assertion of the privilege by its true holder.

We have previously found that a disclosure of a privileged communication by another party was not authorized even when the client did not object to the disclosure at the time it occurred. In re Grand Jury Subpoenas Duces Tecum, 241 N.J.Super. at 31, 574 A.2d 449; see also Stewart Equipment Co. v. Gallo, 32 *17N.J.Super. 15, 107 A.2d 527 (Law Div.1954) (holding that a disclosure by a vice president and sales manager of a corporation did not constitute waiver because he did not seek authorization from the board of directors); Doe, supra, 219 F.3d at 189-90 (suggesting that disclosure by a low level employee testifying during a grand jury proceeding may not constitute waiver when that employee was appearing in his individual capacity, and it was not clear whether the waiver was intentional). Similarly here, under these circumstances, where Sharp was clearly not acting as the University’s agent or with its express authorization, we do not deem her disclosure to the NCAA to be a waiver under N.J.R.E. 530 and N.J.S.A 2A:84A-29.

Lastly, the motion judge, assuming the existence of the privilege, seemed to imply that it should otherwise be pierced because plaintiff made a showing of need, relevance and materiality, and the fact that the information could not be secured from any less intrusive source, citing In re Kozlov, 79 N.J. 232, 243-44, 398 A.2d 882 (1979).4 Kozlov’s privilege-piercing analysis, however, has been severely curtailed and its general applicability discarded. See State v. Mauti, 208 N.J. 519, 537-39, 33 A.3d 1216 (2012). Kozlov’s three-part balancing test is now “restricted ... to instances where constitutional rights are at stake, notably in the criminal law context.” Biunno, Current N.J. Rules of Evidence, supra, comment 6 on N.J.R.E. 504. Here, there are no constitutional rights or overriding public policy or societal concerns to which the attorney-client privilege should yield. We therefore find the attorney-client privilege has not been waived in this instance and therefore exists to protect the disputed e-mail from disclosure.

Reversed and remanded.

*18GUADAGNO, J.A.D., dissenting.

Because I believe the email in question was not sent by Michele Sharp for the purpose of seeking legal advice, I respectfully dissent from the conclusion reached by the majority that the email is protected by the attorney-client privilege. Moreover, any privilege that may have attached to the email was waived when Sharp submitted it to the NCAA without any objection from Kean University.

Some additional facts, not contained in the majority opinion, inform my decision. Glenn Hedden maintains that he first learned about the course entitled “History of Spain” on November 22, 2010, when a Kean mathematics professor informed him that a member of the women’s basketball team was not taking a sufficient number of credits to maintain her eligibility.1 Hedden checked the student’s records and learned that her schedule contained an “added course” entitled “History of Spain.” Further investigation by Hedden revealed that only nine students enrolled in the course and all were present or former members of the women’s basketball team. Although the trip to Spain took place in late August 2010, the course offering did not appear on the University’s registration system until September 22, 2010, well after the fall semester had commenced, precluding the general student body from enrolling.

Convinced that the course violated both University regulations and NCAA guidelines, Hedden reported the violation to the NCAA.

Ip February 2011, Hedden filed a second report with the NCAA detailing how grades for a different player on the women’s basketball team had been changed to ensure her continued academic eligibility. The player failed a course but the “F” was changed to “incomplete,” and she remained eligible. When Hedden questioned the professor, the grade was changed back to “F.” Then, *19another professor, the same one who taught the “History of Spain” course, changed the player’s Spanish grade from a C + to a B +, which kept her GPA above 2.0 and maintained her eligibility.

On May 2, 2011, the University terminated Hedden’s contract. Among the reasons given for Hedden’s discharge, was his failure to provide adequate supervision of the women’s basketball program. The University cited Hedden’s failure to take immediate action against the student athlete regarding her eligibility and his failure “to timely notify his supervisor of ... possible NCAA violations ... regarding the women’s basketball summer 2011 Spain/Franee tour.”

The NCAA opened an investigation, filed a complaint, and requested that Kean and Sharp provide responses to the allegations. Sharp retained counsel to represent her in the investigation.

Included in Sharp’s response to the NCAA was an email she wrote on January 29, 2010, to Kean’s General Counsel, Michael Tripodi, which was copied to Philip Connelly, Kean’s Executive Vice-President of Operations and Hedden’s immediate supervisor. Sharp’s email contained an attached draft of a fundraising letter she intended to distribute to raise money for the trip to Spain. Sharp’s only request to Tripodi was simply to review the draft letter. Nothing in her three-sentence email suggests she was seeking legal advice from Tripodi. Tripodi claims that he reviewed the letter and gave Sharp a verbal response.

The attorney-client privilege, which is codified at N.J.S.A. 2A-.84A-20 and appears in N.J.R.E. 504, provides that “communications between lawyer and his client in the course of that relationship and in professional confidence, are privileged[.]” The privilege is restricted to “[confidential disclosures by a client to an attorney made in order to obtain legal assistance____” Fisher v. United States, 425 U.S. 391, 403, 96 S.Ct. 1569, 1577, 48 L.Ed.2d 39, 51 (1976). Before the privilege can be recognized, it is “vital to the privilege ... that the communication be made in confidence *20for the purpose of obtaining legal advieefrorn the lawyer.” United States v. Kovel, 296 F.2d 918, 922 (2d Cir.1961).

Sharp’s email meets neither of these criteria. It does not expressly seek legal advice and nothing in the simply and briefly worded message can be reasonably interpreted, in my view, as doing so. Moreover, Sharp’s act of copying Connelly, who was not a member of the University’s legal department, is an indication that she did not intend that her communication with Tripodi would be confidential.2 There is no support in the record for the conclusion that either party had a reasonable expectation that the email would remain confidential.

The purpose of the email appears more in the nature of a request for permission to fundraise, than an appeal for legal advice. Sharp was also seeking approval and placing the University on notice of a trip/course offering that was sure to generate controversy. This conclusion finds support in Sharp’s statement to the NCAA where she indicates that she only went to Tripodi when she could not get a response from plaintiff:

As a result of Hedden’s refusal to discuss the course idea and provide any help or suggestions with generating financial support for the trip with Sharp, Sharp communicated with Kean General Counsel Mike Tripodi (“Tripodi”) and Kean Executive Vice President for Operations Phil Connelly (“Connelly”) by email on January 29, 2010.

Sharp’s response does not support Tripodi’s claim that he “conveyed [his] legal opinion regarding the letter.” Rather, Sharp indicates that her “memo resulted in Connelly contacting [her] and offering his support for her project.” This confirms that through her email Sharp sought and received University support for the trip to Spain, not legal advice.

*21The conclusion of the majority that “there would be no plausible reason for [Sharp’s] request other than to solicit legal advice,” ignores the clear content of the email and assumes that all communications with someone in Tripodi’s position must be made for the purpose of seeking legal advice. The case law analyzing the attorney-client privilege does not support such a broad interpretation.

“ ‘[Documents do not become cloaked with the lawyer-client privilege merely by the fact of their being passed from client to lawyer.’ ” Tractenberg v. Twp. of W. Orange, 416 N. J.Super. 354, 376, 4 A.3d 585 (App.Div.2010) (quoting United States v. Robinson, 121 F.3d 971, 975 (5th Cir.1997), cert. denied, 522 U.S. 1065, 118 S.Ct. 731, 139 L.Ed.2d 669 (1998)). “Communications which relate to business rather than legal matters do not fall within the protection of the privilege^]” (Leonen v. Johns-Manville, 135 F.R.D. 94, 98 (D.N.J.1990)), and, therefore, “the general rule is “while legal advice given to a client by an attorney is protected by the privilege, business advice generally is not.’ ” La. Mun. Police Emps. Ret. Sys. v. Sealed Air Corp., 253 F.R.D. 300, 305 (D.N.J. 2008) (quoting In re Nat’l Smelting of N.J., Inc. Bondholders’ Litig., 1989 U.S. Dist. LEXIS 16962, at *18 (D.N.J. June 29, 1989)); see also United States v. Davis, 636 F.2d 1028, 1043 (5th Cir.) (communications made to an attorney to prepare a tax return were not privileged because such work is primarily an accounting service), cert. denied, 454 U.S. 862, 102 S.Ct. 320, 70 L.Ed.2d 162 (1981).

Nor, am I convinced that Tripodi’s certification provides proof that Sharp was seeking legal advice. Placed in context, the certification was submitted only after the motion judge noted that

the email does not expressly indicate that general counsel’s review was for the purpose of obtaining legal advice. In addition, the [dlefendants did not attach a certification from Mr. Tripodi or Ms. Sharp indicating and certifying to their personal knowledge concerning the purpose of the email.

Defendants’ motion for reconsideration relied on Tripodi’s certification, in which he stated, “I understood from Ms. Sharp’s January 29, 2010 email that, in her official capacity as the Worn-*22en’s Basketball coach, she wanted me to review the draft letter and confirm whether any legal issues were implicated.” However, Sharp’s email makes no such request and her response to the NCAA flatly contradicts this assertion. Sharp confirms that her email resulted in Connelly contacting her and scheduling a followup meeting to discuss the trip to Spain.3 Sharp gives no indication that she received any response from Tripodi.

Nothing in Sharp’s three-sentence email supports Tripodi’s claim that she was seeking legal advice. This conclusion is reinforced by the University’s failure to object when Sharp enclosed the email in her January 23, 2012, response to the NCAA Notice of Allegations. In his certification, Tripodi acknowledges that he received a copy of Sharp’s response to the NCAA containing the January 29, 2010 email on January 25, 2012. He now claims that Sharp was not acting in her official capacity as an employee of the University when she disclosed the email to the NCAA and her disclosure “was not authorized by the holder of the privilege, the University.” However, there was no assertion of the attorney-client privilege by the University until February 13, 2013, more than one year after Sharp’s disclosure to the NCAA. Not until plaintiff requested a copy of the email, which had been redacted from a discovery response, did the University assert a claim of attorney-client privilege to prevent plaintiffs discovery of the email.

Tripodi does not explain why the University sat idly by when a purportedly privileged document was disclosed to the NCAA, but reacted swiftly and emphatically when Hedden sought a copy of the email. Nor does he explain how Sharp was acting in her official capacity when she sent the email to him but was not acting in that capacity when she responded to the NCAA. Had the University truly been concerned with Sharp’s “unauthorized” disclosure of a privileged document to the NCAA, as it now maintains, some sort of objection would have been expected.

*23The University’s inaction may have resulted from a perception that Sharp’s email was seen as helpful to the common interests of Sharp and the University in avoiding NCAA sanctions, as it showed that Sharp sought advance approval of the trip to Spain. The use of the email in Hedden’s CEPA case, however, poses significant problems for the University because, as the motion judge noted, it “corroborates, to some degree, the [pjlaintiffs claim that Michele Sharp worked with several high level officials to arrange the trip without notifying the [pjlaintiff.”

The attorney-client privilege should not be the subject of such arbitrary, selective, and opportunistic enforcement and cannot be doffed and donned like a raincoat on a cloudy day. See Permian Corp. v. United States, 665 F.2d 1214, 1221 (D.C.Cir.1981) (“The client cannot be permitted to pick and choose among his opponents, waiving the privilege for some and resurrecting the claim of confidentiality to obstruct others, or to invoke the privilege as to communications whose confidentiality he has already compromised for his own benefit.”) To permit this selective assertion of the privilege by the University denies plaintiff access and use of a critical document that the University gave its implied consent to use in another proceeding.

Because I find the University’s assertion of privilege to be unsupported by the facts and the law, I respectfully dissent.

Mr. Chief Justice Burger

delivered the opinion of the Court.

We granted certiorari to consider whether an accused may invoke the privilege against adverse spousal testimony so as *42to exclude the voluntary testimony of his wife. 440 U. S. 934 (1979). This calls for a re-examination of Hawkins v. United States, 358 U. S. 74 (1958).

I

On March 10, 1976, petitioner Otis Trammel was indicted with two others, Edwin Lee Roberts and Joseph Freeman, for importing heroin into the United States from Thailand and the Philippine Islands and for conspiracy to import heroin in violation of 21 U. S. C. §§ 952 (a), 962 (a), and 963. The indictment also named six unindieted eo-conspirators, including petitioner’s wife Elizabeth Ann Trammel.

According to the indictment, petitioner and his wife flew from the Philippines to California in August 1975, carrying with them a quantity of heroin. Freeman and Roberts assisted them in its distribution. Elizabeth Trammel then traveled to Thailand where she purchased another supply of the drug. On November 3, 1975, with four ounces of heroin on her person, she boarded a plane for the United States. During a routine customs search in Hawaii, she was searched, the heroin was discovered, and she was arrested. After discussions with Drug Enforcement Administration agents, she agreed to cooperate with the Government.

Prior to trial on this indictment, petitioner moved to sever his case from that of Roberts and Freeman. He advised the court that the Government intended to call his wife as an adverse witness and asserted his claim to a privilege to prevent her from testifying against him. At a hearing on the motion, Mrs. Trammel was called as a Government witness under a grant of use immunity. She testified that she and petitioner were married in May 1975 and that they remained married.1 She explained that her cooperation with the Government was based on assurances that she would be given *43lenient treatment.2 She then described, in considerable detail, her role and that of her husband in the heroin distribution conspiracy.

After hearing this testimony, the District Court ruled that Mrs. Trammel could testify in support of the Government’s case to any act she observed during the marriage and to any communication “-made in the presence of a third person”; however, confidential communications between petitioner and his wife were held to, be privileged and inadmissible. The motion to sever was denied.

At trial, Elizabeth Trammel testified within the limits of the court’s pretrial ruling; her testimony, as the Government concedes, constituted virtually its entire case against petitioner. He was found guilty on both the substantive and conspiracy charges and sentenced to an indeterminate term of years pursuant to the Federal Youth Corrections Act, 18 U. S. C. § 5010 (b).3

In the Court of Appeals petitioner’s only claim of error was that the admission of the adverse testimony of his wife, over his objection, contravened this Court’s teaching in Hawkins v. United States, supra, and therefore constituted reversible error. The Court of Appeals rejected this contention. It concluded that Hawkins did not prohibit “the voluntary testimony of a spouse who appears as an unindicted co-conspirator under grant of immunity from the Government in return for her-testimony.” 583 F. 2d 1166, 1168 (CA10 1978).

II

The privilege claimed by petitioner has ancient roots. Writing in 1628, Lord Coke observed that “it hath beene resolved *44by the Justices that a wife cannot be produced either against or for her husband.” 1 E. Coke, A Commentarie upon Little-ton 6b (1628). See, generally, 8 J. Wigmore, Evidence § 2227 (McNaughton rev. 1961). This spousal disqualification sprang from two canons of medieval jurisprudence: first, the rule that an accused was not permitted to testify in his own behalf because of his interest in the proceeding; second, the concept that husband and wife were one, and that since the woman had no recognized separate legal existence, the husband was that one. From those two now long-abandoned doctrines, it followed that what was inadmissible from the lips of the defendant-husband was also inadmissible from his wife.

Despite its medieval origins, this rule of spousal disqualification remained intact in most common-law jurisdictions well into the 19th century. See id., § 2333. It was applied by this Court in Stein v. Bowman, 13 Pet. 209, 220-223 (1839), in Graves v. United States, 150 U. S. 118 (1893), and again in Jin Fuey Moy v. United States, 254 U. S. 189, 195 (1920), where it was deemed so well established a proposition as to “hardly requir[e] mention.” Indeed, it was not until 1933, in Funk v. United States, 290 U. S. 371, that this Court abolished the testimonial disqualification in the federal courts, so as to permit the spouse of a defendant to testify in the defendant’s behalf. Funk, however, left undisturbed the rule that either spouse could prevent the other from giving adverse testimony. Id., at 373. The rule thus evolved into one of privilege rather than one of absolute disqualification. See J. Maguire, Evidence, Common Sense and Common Law 78-92 (1947).

The modern justification for this privilege against adverse spousal testimony is its perceived role in fostering the harmony and sanctity of the marriage relationship. Notwithstanding this benign purpose, the rule was sharply criticized.4 *45Professor Wigmore termed it “the merest anachronism in legal theory and an indefensible obstruction to truth in practice.” 8 Wigmore § 2228, at 221. The Committee on Improvements in the Law of Evidence of the American Bar Association called for its abolition. 63 American Bar Association Reports 594-595 (1938). In its place, Wigmore and others suggested a privilege protecting only private marital communications, modeled on the privilege between priest and penitent, attorney and client, and physician and patient. See 8 Wigmore § 2332 et seq.5

These criticisms influenced the American Law Institute, which, in its 1942 Model Code of Evidence, advocated a privilege for marital confidences, but expressly rejected a rule vesting in the defendant the right to exclude all adverse testimony of his spouse. See American Law Institute, Model Code of Evidence, Rule 215 (1942). In 1953 the Uniform Rules of Evidence, drafted by the National Conference of Commissioners on Uniform State Laws, followed a similar course; it limited the privilege to confidential communications and “abolishe[d] the rule, still existing in some states, and largely a sentimental relic, of not requiring one spouse to testify against the other in a criminal action.” See Rule 23 (2) and comments. Several state legislatures enacted similarly patterned provisions into law.6

*46In Hawkins v. United States, 358 U. S. 74 (1958), this Court considered the continued vitality of the privilege against adverse spousal testimony in the federal courts. There the District Court had permitted petitioner’s wife, over his objection, to testify against him. With one questioning concurring opinion, the Court held the wife’s testimony inadmissible ; it took note of the critical comments that the common-law rule had engendered, id., at 76, and n. 4, but chose not to abandon it. Also rejected was the Government’s suggestion that the Court modify the privilege by vesting it in the witness-spouse, with freedom to testify or not independent of the defendant’s control. The Court viewed this proposed modification as antithetical to the widespread belief, evidenced in the rules then in effect in a majority of the States and in England, “that the law should not force or encourage testimony which might alienate husband and wife, or further inflame existing domestic differences.” Id., at 79.

Hawkins, then, left the federal privilege for adverse spousal testimony where it found it, continuing “a rule which bars the testimony of one spouse against the other unless both consent.” Id., at 78. Accord, Wyatt v. United States, 362 U. S. 525, 528 (1960).7 However, in so doing, the Court made clear that its decision was not meant to “foreclose whatever changes in the rule may eventually be dictated by ‘reason and experience.’ ” 358 U. S., at 79.

*47III

A

The Federal Rules of Evidence acknowledge the authority of the federal courts to continue the evolutionary development of testimonial privileges in federal criminal trials “governed by the principles of the common law as they may be interpreted ... in the light of reason and experience.” Fed. Rule Evid. 501. Cf. Wolfle v. United States, 291 U. S. 7, 12 (1934). The general mandate of Rule 501 was substituted by the Congress for a set of privilege rules drafted by the Judicial Conference Advisory Committee on Rules of Evidence and approved by the Judicial Conference of the United States and by this Court. That proposal defined nine specific privileges, including a husband-wife privilege which would have codified the Hawkins rule and eliminated the privilege for confidential marital communications. See proposed Fed. Rule Evid. 505. In rejecting the proposed Rules and enacting Rule 501, Congress manifested an affirmative intention not to freeze the law of privilege. Its purpose rather was to “provide the courts with the flexibility to develop rules of privilege on a case-by-case basis,” 120 Cong. Rec. 40891 (1974) (statement of Rep. Hungate), and to leave the door open to change. See also S. Rep. No. 93-1277, p. 11 (1974); H. R. Rep. No. 93-650, p. 8 (1973).8

Although Rule 501 confirms the authority of the federal courts to reconsider the continued validity of the Hawkins *48rule, the long history of the privilege suggests that it ought not to be casually cast aside. That the privilege is one affecting marriage, home, and family relationships— already subject to much erosion in our day — also counsels caution. At the same time, we cannot escape the reality that the law on occasion adheres to doctrinal concepts long after the reasons which gave them birth have disappeared and after experience suggests the need for change. This was recognized in Funk where the Court “decline [d] to enforce . . . ancient rule[s] of the common law under conditions as they now exist.” 290 U. S., at 382. For, as Mr. Justice Black admonished in another setting, “[w]hen precedent and precedent alone is all the argument that can be made to support a court-fashioned rule, it is time for the rule’s creator to destroy it.” Francis v. Southern Pacific Co., 333 U. S. 445, 471 (1948) (dissenting opinion).

B

Since 1958, when Hawkins was decided, support for the privilege against adverse spousal testimony has been eroded further. Thirty-one jurisdictions, including Alaska and Hawaii, then allowed an accused a privilege to prevent adverse spousal testimony. 358 U. S., at 81, n. 3 (Stewart, J., concurring). The number has now declined to 24.9 In 1974, the National *49Conference on Uniform State Laws revised its Uniform Rules of Evidence, but again rejected the Hawkins rule in favor of a limited privilege for confidential communications. See Uniform Rules of Evidence, Rule 504. That proposed rule has been enacted in Arkansas, North Dakota, and Oklahoma — each of which in 1958 permitted an accused to exclude adverse spousal testimony.10 The trend in state law toward *50divesting the accused of the privilege to bar adverse spousal testimony has special relevance because the laws of marriage and domestic relations are concerns traditionally reserved to the states. See Sosna v. Iowa, 419 U. S. 393, 404 (1975). Scholarly criticism of the Hawkins rule has also continued unabated.11

C

Testimonial exclusionary rules and privileges contravene the fundamental principle that “ ‘the public . . . has a right to every man’s evidence.’ ” United States v. Bryan, 339 U. S. 323, 331 (1950). As such, they must be strictly construed and accepted “only to the very limited extent that permitting a refusal to testify or excluding relevant evidence has a public good transcending the normally predominant principle of utilizing all rational means for ascertaining truth.” Elkins v. United States, 364 U. S. 206, 234 (1960) (Frankfurter, J., dissenting). Accord, United States v. Nixon, 418 U. S. 683, *51709-710 (1974). Here we must decide whether the privilege against adverse spousal testimony promotes sufficiently important interests to outweigh the need for probative evidence in the administration of criminal justice.

It is essential to remember that the Hawkins privilege is not needed to protect information privately disclosed between husband and wife in the confidence of the marital relationship— once described by this Court as “the best solace of human existence.” Stein v. Bowman, 13 Pet., at 223. Those confidences are privileged under the independent rule protecting confidential marital communications. Blau v. United States, 340 U. S. 332 (1951); see n. 5, supra. The Hawkins privilege is invoked, not to exclude private marital communications, but rather to exclude evidence of criminal acts and of communications made in the presence of third persons.

No other testimonial privilege sweeps so broadly. The privileges between priest and penitent, attorney and client, and physician and patient limit protection to private communications. These privileges are rooted in the imperative need for confidence and trust. The priest-penitent privilege recognizes the human need to disclose to a spiritual counselor, in total and absolute confidence, what are believed to be flawed acts or thoughts and to receive priestly consolation and guidance in return. The lawyer-client privilege rests on the need for the advocate and counselor to know all that relates to the client’s reasons for seeking representation if the professional mission is to be carried out. Similarly, the physician must know all that a patient can articulate in order to identify and to treat disease; barriers to full disclosure would impair diagnosis and treatment.

The Hawkins rule stands in marked contrast to these three privileges. Its protection is not limited to confidential communications; rather it permits an accused to exclude all adverse spousal testimony. As Jeremy Bentham observed more than a century and a half ago, such a privilege goes far beyond making “every man’s house his castle,” and permits a person *52to convert his house into “a den of thieves.” 5 Rationale of Judicial Evidence 340 (1827). It “secures, to every man, one safe and unquestionable and ever ready accomplice for every imaginable crime.” Id., at 338.

The ancient foundations for so sweeping a privilege have long since disappeared. Nowhere in the common-law world— indeed in any modern society — is a woman regarded as chattel or demeaned by denial of a separate legal identity and the dignity associated with recognition as a whole human being. Chip by chip, over the years those archaic notions have been cast aside so that “[n]o longer is the female destined solely for the home and the rearing of the family, and only the male for the marketplace and the world of ideas.” Stanton v. Stanton, 421 U. S. 7, 14-15 (1975).

The contemporary justification for affording an accused such a privilege is also unpersuasive. When one spouse is willing to testify against the other in a criminal proceeding— whatever the motivation — their relationship is almost certainly in disrepair; there is probably little in the way of marital harmony for the privilege to preserve. In these circumstances, a rule of evidence that permits an accused to prevent adverse spousal testimony seems far more likely to frustrate justice than to foster family peace.12 Indeed, there is reason to believe that vesting the privilege in the accused could actually undermine the marital relationship. Eor example, in a case such as this, the Government is unlikely to offer a wife immunity and lenient treatment if it knows that her husband can prevent her from giving adverse testimony. If the Government is dissuaded from making such an offer, the privilege can have the untoward effect of permitting one *53spouse to escape justice at the expense of the other. It hardly seems conducive to the preservation of the marital relation to place a wife in jeopardy solely by virtue of her husband’s control over her testimony.

IV

Our consideration of the foundations for the privilege and its history satisfy us that "reason and experience” no longer justify so sweeping a rule as that found acceptable by the Court in Hawkins. Accordingly, we conclude that the existing rule should be modified so that the witness-spouse alone has a privilege to refuse to testify adversely; the witness may be neither compelled to testify nor foreclosed from testifying. This modification — vesting the privilege in the witness-spouse — furthers the important public interest in marital harmony without unduly burdening legitimate law enforcement needs.

Here, petitioner’s spouse chose to testify against him. That she did so after a grant of immunity and assurances of lenient treatment does not render her testimony involuntary. Cf. Bordenkircher v. Hayes, 434 U. S. 357 (1978). Accordingly, the District Court and the Court of Appeals were correct in rejecting petitioner’s claim of privilege, and the judgment of the Court of Appeals is

Affirmed.

Mr. Justice Stewart,

concurring in the judgment.

Although agreeing with much of what the Court has to say, I cannot join an opinion that implies that “reason and experience” have worked a vast change since the Hawkins case was decided in 1958. In that case the Court upheld the privilege of a defendant in a criminal case to prevent adverse spousal testimony, in an all-but-unanimous opinion by Mr. Justice Black. Today the Court, in another all-but-unanimous opinion, obliterates that privilege because of the pur-

*54ported change in perception that “reason and experience” have'wrought.

The fact of the matter is that the Court in this case simply accepts the very same arguments that the Court rejected when the Government first made them in the Hawkins case in 1958. I thought those arguments were valid then,1 and I think so now.

The Court is correct when it says that “[t]he ancient foundations for so sweeping a privilege have long since disappeared.” Ante, at 52. But those foundations had disappeared well before 1958; their disappearance certainly did not occur in the few years that have elapsed between the Hawkins decision and this one. To paraphrase what Mr. Justice Jackson once said in another context, there is reason to believe that today’s opinion of the Court will be of greater interest to students of human psychology than to students of law.2

OPINION OF THE COURT

Gerard E. Delaney, J.

The issue of first impression before this court is whether there exists a "parent-child” privilege which would prevent forced disclosure by the State of confidential communications between a parent and a child of any age when the parties to such communication mutually assert such a privilege.

In the opinion of this court, such a privilege can and does exist, grounded in law, logic, morality and ethics.

This case came for trial before this court on October 29, 1979, following its remittal by the Court of Appeals on November 30, 1978 (People v Fitzgerald, 45 NY2d 574) which had reversed the decision of the Appellate Division, Second Department (62 AD2d 885) and reinstated counts one and two of the indictment, which charged defendant with the crimes, inter alia, of criminally negligent homicide (Penal Law, § 125.10) and assault in the third degree (Penal Law, § 120.00, subd 3), which counts had been dismissed on April 27, 1976 by the Westchester County Court (Couzens, J.) on a motion to dismiss pursuant to CPL 200.50 (subd 7). The remaining two counts of the indictment charge defendant with leaving the scene of an accident without reporting (Vehicle and Traffic Law, § 600).

A. FACTS

On December 22, 1975 in the Village of Briarcliff Manor, New York, two teen-age women, Cara Pollini and Susan Bassett, were walking to the side of, but in, the northbound traffic lane of Pleasantville Road. There was snow in the road and plowed alongside, the result of earlier precipitation that day. At approximately 10:00 p.m. they were both struck by a vehicle, which resulted in the death of Cara Pollini and personal injury to Ms. Bassett. The operator of the vehicle did not stop, render aid or otherwise identify himself at the scene. Following police investigation, the defendant, Michael Fitzgerald, was charged with the above-mentioned crimes.

*714Prior to defendant’s trial it became apparent to all parties that the People had subpoenaed as their own witness, James Fitzgerald, the father of 23-year-old Michael Fitzgerald, and would seek to elicit from him certain admissions made by his son. Michael and his father, James, had spoken while alone together on Christmas Eve, December 24, 1975, concerning the accident in question. On January 23, 1976 his father testified concerning these conversations while under subpoena by the People during the Grand Jury presentment of this matter (there is no issue of secrecy concerning the father’s Grand Jury testimony; the transcribed minutes of such testimony were made an open exhibit on the earlier appeal in this matter).

Counsel for the father, James, brought on by order to show cause, a motion to preclude the compelled testimony of James Fitzgerald concerning his confidential communications of December 24, 1975 with his son, Michael, on the grounds that such conversation was subject to a "parent-child privilege.” The defendant, Michael Fitzgerald, joined in this application. The People oppose such motion claiming no such privilege exists and if it does, James Fitzgerald has waived it by testifying before the Grand Jury, and by producing the testimony in a motion open to the public.

B. DOES A "PARENT-CHILD PRIVILEGE” EXIST?

A "[privilege [is] in essence [a] rule of exclusion, but, while most exclusionary rules tend to guard against the admission of evidence of low probative force * * * privileges are designed to protect relationships deemed socially desirable * * * the social benefit to be derived from the protected relationship is believed to outweigh the harm that results from exclusion”, that is, a "balancing between conflicting social values. In most cases the conflict occurs between the desire to maintain a certain relationship and the need for just resolution of legal controversies” (Fisch, New York Evidence [2d ed], §511, p 335).

No statutory "parent-child” privilege exists in New York State, though the Legislature has codified the early common-law privileges of "attorney-client” (CPLR 4503), "husband-wife” (marital privilege — CPLR 4502), and that of "self-incrimination” (CPLR 4501; cf. US Const, 5th Arndt; NY Const, art I, § 6; CPL 50.20). Additional privileges not found in the common law, but enacted by New York State, include the following: *715"physician/dentist/nurse-patient” (CPLR 4504), "clergy-penitent” (CPLR 4505), "psychologist-patient” (CPLR 4507), "social worker-client” (CPLR 4508), the qualified privilege granted to newspersons and journalists (Civil Rights Law, § 79-h) and many State statutes deeming information in the possession of public officials as privileged from disclosure in varying degrees (see Fisch, New York Evidence [2d ed], § 744, at p 440).

Contrary to the varied expansions of the concept of privilege exemplified above, "[t]he tendency is not to extend the classes to whom the privilege from disclosure is granted, but to restrict that privilege.” (People ex rel. Mooney v Sheriff of N. Y. County, 269 NY 291, 295.) However, the courts cannot shield themselves behind such a "tendency” and disregard all such situations where the foundations of certain basic relationships, such as those between family members may be threatened.

Indeed, it has been stated that: "[although the communication [between parent and child] is not protected by a statutory privilege, we do not conclude that it may not be shielded from disclosure. It would be difficult to think of a situation which more strikingly embodies the intimate and confidential relationship which exists among family members than that in which a troubled young person, perhaps beset with remorse and guilt, turns for counsel and guidance to his mother and father. There is nothing more natural, more consistent with our concept of the parental role, than that a child may rely on his parents for help and advice. Shall it be said to those parents, 'Listen to your son at the risk of being compelled to testify about his confidences?’ ” (Matter of A. & M., 61 AD2d 426, 429; emphasis added; cf. Matter of Mark G., 65 AD2d 917; Matter of Michelet P., 70 AD2d 68.)

In circumstances wherein the obligation of parents towards their children may be uncertain it is clear that our courts recognize that parents have not only the right but the obligation to provide moral supervision and guidance for their children. (Matter of Anonymous, 37 Misc 2d 411.) "Neglect of children does not mean a failure to provide children with the necessaries of life. It means infinitely more than that. A failure to provide children with spiritual guidance, with the inculcation of a moral sense, or conduct such by parents as would cause children because of a rejection to engage in delinquent conduct, is neglect.” (Matter of O’Donnell, 61 NYS2d 822, 824; cf. Family Ct Act, § 1012, subd [f].)

*716It is further "now established that our Constitution protects the sanctity of the family,” (Matter of Michelet P., 70 AD2d 68, 75) "precisely because the institution of the family is deeply rooted in this Nation’s history and tradition. It is through the family that we inculcate and pass down many of our most cherished values, moral and cultural.” (Moore v East Cleveland, 431 US 494, 503-504.) Such rights may well be viewed as "so rooted in the traditions and conscience of our people as to be ranked as fundamental” (Snyder v Massachusetts, 291 US 97, 105; cf. Griswold v Connecticut, 381 US 479), and are "clearly entitled to constitutional protection.” (Matter of A. & M., supra, at p 432.)

It is said that there are certain "private realm[s] of family life which the state cannot enter.” (Prince v Massachusetts, 321 US 158, 166.) Confidential communications, by their very nature, in order to foster the ongoing confidential parent-child communications between parent and child, must remain confidential and private if the parties so desire, and be without the power of the State to inquire: "[T]here can be no doubt what the effect on [the parent-child] relationship would be if the State could compel parents to disclose information given to them in the context of [a] confidential setting. Surely the thought of the State forcing a mother and father to reveal their child’s alleged misdeeds, as confessed to them in private, to provide the basis for criminal charges is shocking to our sense of decency, fairness and propriety. It is inconsistent with the way of life we cherish and guard so carefully and raises the specter of a regime which encourages betrayal of one’s offspring. And if, as seems likely, the parents refuse to divulge their child’s confidences, the alternatives faced by the parents, i.e., risk of prosecution for contempt or commission of perjury, could seriously undermine public trust in our system of justice.” (Matter of A. & M., supra, at p 433; emphasis added.)

Given such imperative social considerations which ought to be fostered by the State for the benefit of the integrity of the parent-child relationship and being of the opinion that "the injury that would inure to the relation by the disclosure of the communications [is] greater than the benefit” to be derived by the State in its disposal of litigation (8 Wigmore, Evidence [McNaughton rev], §2285) this court holds that a parent-child privilege does exist in this State, flowing directly from such rights as are granted by both the Federal and New York State Constitutions (US Const, 9th and 14th Arndts; NY Const, art I, *717§§ 1, 6) which have fostered the recognition of what has come to be known as the "right to privacy.” (Accord Matter of A. & M., 61 AD2d 426, supra; Matter of Michelet P., supra, at pp 75, 76; see, generally, Warren and Brandéis, The Right to Privacy, 4 Harv L Rev 193; Griswold v Connecticut, 381 US 479, supra; Comment, Privacy after Griswold: Constitutional or Natural Right, 60 Nw U L Rev 813; Kauper, Penumbras, Peripheries, Emanations, Things Fundamental and Things Forgotten: The Griswold Case, 64 Mich L Rev 235; see cases cited in Matter of A. & M., supra, at pp 430-434.)

New York State, by statute, recognizes the concept of a "right to privacy” in certain instances. (See Civil Rights Law, §§ 50-52; CPLR 215, subd 3; Penal Law, art 250, Oifenses Against the Right to Privacy; cf. Executive Law, § 830.) While such a right to privacy was not recognized at common law in New York State (cf. Schumann v Loew’s, Inc., 135 NYS2d 361; Association for Preservation of Freedom of Choice v Emergency Civ. Liberties Committee, 37 Misc 2d 599) in light of Griswold (supra) there is no longer room for doubt but that such a right is one of Federal constitutional dimensions and may not be abridged by the State. (US Const, 14th Arndt.)

In Matter of A. & M. (supra, at p 435) it was held that "communications made by a minor child to his parents within the context of the family relationship may, under some circumstances, lie within the 'private realm of family life which the state cannot enter’ ” (quoting Prince v Massachusetts, 321 US 158, 166, supra; emphasis added). Such a result would occur "if it is determined that the information sought * * * was divulged by the [child] in the context of the familial setting for the purpose of obtaining support, advice or guidance * * * [then] the interest of society in protecting and nurturing the parent-child relationship is of such overwhelming significance that the State’s interest in fact-finding must give way.” (Matter of A. & M., supra, at pp 433-434; cf. Perry v Fiumano, 61 AD2d 512, 516.)

While the appellate court in Matter of A. & M. (supra, pp 434-435) was of the opinion that "the creation of a [parent-child] privilege devolves exclusively on the Legislature”, since such a privilege flows directly from Federally protected constitutional rights of privacy, it is a question of law which is appropriate for this court’s decision, notwithstanding the lack of legislative recognition of such a fundamental right to date.

*718C. DOES THE PARENT-CHILD PRIVILEGE EXIST ONLY WHERE THE CHILD IS A MINOR?

Much of the dicta by the court in Matter of A. & M. (61 AD2d, at p 432) dealt with the recognition of the social and psychological implications inherent in the "role of the family, particularly that of the mother and father, in establishing a child’s emotional stability, character and self-image.” The privacy of the confidential communications between parent and child was deemed "critical to a child’s emotional development that he know that he may explore his problems in an atmosphere of trust and understanding without fear that his confidences will later be revealed to others.”

Michael Fitzgerald was 23 years old when he went to his father in confidence for advice on December 24, 1975. As he was 18 years of age or older he concededly was no longer a "minor” under our laws. (US Const, 26th Arndt; cf. CPLR 105, subd [j], no longer an "infant”.) The People argue, inter alia, that assuming arguendo a parent-child privilege does exist, and given defendant’s age of 23, that "[a]ny claim of a parent-child privilege under these facts is patently absurd”.

Evidence taken during a court directed hearing on the issue of privilege revealed, that while Michael Fitzgerald and his father both still resided in the Village of Briarcliff Manor at the time, they had separate residences; at the age of 19, Michael had gone away to college for six months, had returned to the village to become a police officer briefly and had then become a New York City fireman for a short while. After being laid off he then returned to the village and was working at the local post office and liquor store. Michael had not actually lived in his father’s house since he was approximately 21 years of age. However, James Fitzgerald saw Michael "frequently”, giving him the "normal father-son encouragement.”

While it is true that the "fostering of a confidential parent-child relationship is necessary to the child’s development of a positive system of values,” (Matter of A. & M., supra, at p 433) it does not follow that this fundamental relationship can arbitrarily be said by the State to cease at the stroke of midnight on the last day of the child’s 17th year.

The parent-child relationship of mutual trust, respect and confidence, if it exists at all in the individual case, is one that should be and must be fostered throughout the life of the *719parties. Indeed, in many cases the closeness of the family unit may well increase as the child becomes an adult and realizes that the advice, encouragement and training by the parents had value and merit then and equal substance in later years. While the "minor” of 17 years and the parent of 40 may often be in disagreement on the values and lessons of life, the "adult” of 27 and the parent of 50 may well have enjoyed a resurgence of common values, ideals and mutual trust and respect, one for the other.

That such a relationship can indeed exist past the child’s age of majority does not seem "absurd” to this court. It is that very relationship, coupled with the confidential communication between the parties that such a parent-child "privilege”, arising out of the right to privacy, can be said to protect. The mutual trust and understanding, if such exists, between the parent and child cannot be made subject to the intrusion of the State merely because of a proposed artificial barrier of age..

How would the State propose its desired age limit to exist? Certainly for convenience of interpretation the physical age of the child should govern, i.e., "this privilege may not be asserted by a person 18 years of age or older.” It cannot be gainsaid, however, that "children” mature emotionally at different rates, and their reliance upon family guidance varies. If it would be understood by the State that it is the relationship of common bond and emotional need which should govern, then perhaps the privilege would read: "This privilege may not be asserted by a person who is physically and emotionally over the age of 18 years.” Then perhaps the realization occurs that children may vary in basic intelligence, assuming such may be accurately measured, and consideration need be given to these children of less than "normal” intelligence as would have need of greater parental influence and advice; then the standard may become "this privilege may not be asserted by a person who is physically and emotionally over the age of 18 years and who has an I.Q. over 110, and who does not reside with his parents, etc., etc., etc., ad absurdum. ”

Not only do logical, ethical and moral considerations mandate the extension of such a fundamental right beyond any arbitrary age, but if, as this court believes, such a parent-child "privilege” flows from the constitutional right to privacy inherent in such a relationship, the State is forbidden under *720law to create such an artificial barrier as age to limit that right to certain persons only, due to the ongoing nature of such a relationship. (US Const, 14th Arndt; NY Const, art I, §§ 1, 11.) No other previously recognized privilege has as its basis a necessity of meeting a minimum or maximum age. It is the nature of the relationship and the nature of the communication which govern.

Therefore, this court concludes that such a parent-child privilege as arising out of a constitutional right to privacy may not and should not be limited by the age of either party asserting such claim.

D. WAIVER OF THE PRIVILEGE

Granting the existence of such a parent-child privilege, there are assuredly cases in which it may be waived or is inapplicable. The People claim such privilege was waived by the father James Fitzgerald; first, by his appearance before the Westchester County Grand Jury on January 23, 1976 in which, under questioning by an Assistant District Attorney, he disclosed the substance of his communications with his son, without objection; second, the complete transcript of James Fitzgerald’s testimony before the Grand Jury was utilized as an open exhibit attached to his order to show cause, dated October 29, 1979, which raised the issue of parent-child privilege before this court, and which then became part of the official County Court file on this matter, open to public inspection.

The appellate court in Matter of A. & M. (61 AD2d 426, 429, supra) concluded that communications between the parent and child did not fall within the protection of the marital privilege (CPLR 4502, subd [b]) of confidential communications. However, as stated above, the rationale for the existence of a parent-child privilege is most closely analogous to the marital privilege which is "[djesigned to protect and strengthen the marital bond, [so that it] encompasses only those statements that are 'confidential,’ that are induced by the marital relation and prompted by the affection, confidence and loyalty engendered by such relationship” (Poppe v Poppe, 3 NY2d 312, 315).

Both parties to a marital privilege must consent to divulgence of confidential communications between them. (CPLR 4502, subd [b]; People v Wood, 126 NY 249, 271; Parkhurst v Berdell, 110 NY 386, 393; cf. Poppe v Poppe, supra, at pp 314, *721315.) Such a mutuality of privilege must exist in a parent-child situation, as well (Matter of A. & M., 61 AD2d, at p 435, n 9) as by its nature, the family relationship forms a common bond wherein the interests of the parties are similar, i.e., maintenance of the sanctity of the family, and injury by the State to one party of such familial unit effectually acts against all.

A parent-child privilege may be waivable, however. (Cf. People v Wood, supra; Parkhurst v Berdell, supra; Poppe v Poppe, supra.) Indeed, the court in Matter of A. & M. (supra, p 435, n 9) expressed concern with the spectre of a child in Family Court proceedings invoking "such a privilege to prevent his parents from testifying about matters in which they were seeking the intervention and assistance of the court in controlling the child’s behavior”, i.e., those provisions concerning the determination as to whether a person is "in need of supervision” (P.I.N.S.) (Family Ct Act, art 7). It is possible in such a proceeding a parent would wish to divulge to the court certain confidential communications made by the child in order to gain the help of the court in gaining or regaining supervisory control over a child. In such a situation the position of the State is one of attempting to maintain and foster the family relationship rather than simply invade it for its own purpose, and no rational purpose would apply to allow the child to claim the protection of a parent-child privilege in such case. This concept is recognized by analogy to those situations in which the interest of the State has been found to be paramount in invading the prerogatives of parental guidance "in the best interests of the child,” i.e., child protection proceedings under article 10 of the Family Court Act. The interest of the child in such instances is viewed as so worthy of State intervention that by statute the marital privilege and those of physician-patient, and social worker-client do not apply. (Family Ct Act, § 1046, subd [a], par [vii]; cf. Social Services Law, § 411 et seq.) The interests of the State have been "balanced against the rights of individual privacy, guaranteed by the Constitution,” (cf. Matter of A. & M., supra, at p 433) and the former found of greater benefit. It is likely that the same is true for the P.I.N.S. situation and the privilege must fall in such cases and be deemed by law or statute inapplicable.

When James Fitzgerald was subpoenaed by the People before the Grand Jury it can hardly be said that he was *722appearing and testifying "voluntarily.” (See, generally, CPL 610.10, subd 2; 610.20, subd 2; Penal Law, §§ 215.51, 215.50, subd 4.) James Fitzgerald was granted automatic "transactional” immunity (CPL 190.40). "Testimony given in response to a grant of legislative immunity is the essence of coerced testimony” (New Jersey v Portash, 440 US 450, 459; emphasis added). Mr. Fitzgerald appeared before the Grand Jury and was initially told by the prosecutor that the Grand Jury was investigating the December 22, 1975 accident, shown photographs of his vehicle and told that "there has been evidence tending to show that was the vehicle that was involved in the accident.” James Fitzgerald had not been advised prior to his entry into the Grand Jury room that his son was a target of the investigation, and while his son had counsel, the father appeared without an attorney of his own. It should also be noted that his appearance took place two years before the appellate court in Matter of A. & M. (61 AD2d 426, supra) recognized that a concept of a parent-child privilege may well have a legal basis. It is difficult to conceive of a waiver of a privilege which may not have been considered at the time. "[A] waiver of a constitutional right must be competent, intelligent and voluntary”. (People v Hobson, 39 NY2d 479, 484.) This court finds under the unique circumstances of this case that such testimony by James Fitzgerald before such a quasi-judicial body as the Grand Jury did not operate as a waiver, to the degree necessary to find such, of the parent-child privilege as arises out of a Federal and State constitutional right to privacy.

Perhaps such issue may well be moot, as the People concede that such a privilege as envisioned by Matter of A. & M. (supra) is a "joint privilege shared by all family members.” Therefore, even if it could be deemed that James Fitzgerald waived his own privilege before the Grand Jury, such should have no effect, if as here, at trial, the defendant son, Michael, seeks to assert his own independent right of privilege. The same is true on the issue of whether the father waived his privilege by including the Grand Jury transcript as an open exhibit in the instant motion. The son, Michael, should not be barred from asserting his concomitant rights thereby.

In determining the issue of whether such a privilege exists, the previous proceedings in the matter on appeal could not but help play a role at the trial level in the actual disclosure *723of the substance of the talk between James and Michael Fitzgerald.

On previous appeal of this case to the New York State Court of Appeals, the People had included in the appellate record the actual transcript of James Fitzgerald’s Grand Jury testimony. For all practical purposes, the substance of the conversation between parent and child became a public matter at that time. Any further disclsoure by James Fitzgerald’s attorney of the same exhibit in his motion raising the privilege in this court is merely secondary. The issue of whether a privilege may exist must, by necessity, examine the circumstances surrounding the alleged confidential communication and the substance thereof to determine whether such may properly fall within the rationale of the privilege and be itself, both "confidential” and a "communication”, or be beyond protection.

Were the record of the disclosure not already public, perhaps such a motion should have been made with a sealed exhibit for the eyes of the court only to prevent its open disclosure to the public. However, this court, seeing little benefit to be derived from now sealing such proceedings before it nunc pro tunc, overruled the application of Michael Fitzgerald’s cocounsel, Mr. Tully, to do so. On its own examination of James Fitzgerald, this court chose not to bring out the substance of the communications between father and son on December 24, 1975, as it was already before the court by the motion. However, this court also specifically overruled the timely objection of James Fitzgerald’s attorney to the People’s cross-examination of the father on the substance of the communication. Whatever the propriety of this court’s rulings on this matter, it cannot be said that a waiver of privilege by father or son can be inferred by disclosure under this court’s mandate, (cf. People v Shapiro, 308 NY 453; Matter of Topliffe, 191 Misc 466, affd 274 App Div 760; Kaufman v Rosenshine, 97 App Div 514, affd 183 NY 562.)

In sum, this court finds that James Fitzgerald has not waived his protection under a parent-child privilege claim and even if it be deemed he has, such waiver cannot effect the jointly existing and independent right of his son to claim such a privilege.

E. DOES A PARENT-CHILD PRIVILEGE EXIST IN THE FACTS OF THIS CASE?

There is no contested issue of James and Michael Fitzgerald *724being father and son. From the hearing conducted in this matter, the court makes the following findings of fact. In December, 1975, Michael Fitzgerald, the 23-year-old son of James Fitzgerald, had been living apart from his father’s residence for a year or two. Michael had attended college away from home for approximately six months at age 19; he had returned to Briarcliff Manor to become a local policeman for a short while; had then become a New York City fireman until put on layoff status, and then worked at part-time jobs in the local post office and liquor store. Michael, his father James and his grandfather all lived in separate residences in the Village of Briarcliff Manor. At this time, Michael saw his father frequently, at least twice a week, at which time his father gave him the "normal father and son encouragement,” "the advice that a father would normally give a son,” and "things of that nature.” During the course of Michael’s youth, James had given his son advice while in residence over the years.

The accident in question took place on December 22, 1975 at approximately 10:00 p.m. James saw his son Michael on December 23. However, no conversations took place concerning the accident. On the morning of December 24, Michael Fitzgerald went to his father’s home and told him that he wanted to show him the family station wagon which was at his grandfather’s home nearby. No one but father and son were present at this time. They both went briefly to Michael’s grandfather’s home and together inspected the vehicle. They returned to James Fitzgerald’s home. While alone together, they had a 15- to 20-minute conversation wherein father and son discussed the traffic accident of December 22. Michael related in substance that it was possible he may have been involved in the accident while driving the family station wagon. While not explicitly stated by either party, James Fitzgerald "assumed” such conversation was in confidence. Michael asked for his father’s advice and James Fitzgerald told him that "we would get an attorney and that we should talk to the attorney and discuss the case and see what recommendations should be made from there.” Later that same day, Michael’s present attorney, John Keegan, Esq., was contacted and Mr. Keegan and Michael went down to the police station together.

On these facts, this court holds that this is a classic example for the application of a parent-child privilege, deems the *725discussions of December 24, 1975 as being a "confidential communication” between a father and son and precludes the People from compelling disclosure from the father on such matters. The conversation was intended by both parties for the purpose of obtaining support, advice and guidance.