dissenting.
I. Introduction
I respectfully dissent. This.case involves the institutional capacity of the President of the United States to function with the advice of legal counsel. The clarity of this point is made evident by the subpoena, which demands notes taken by “the Office of Counsel to the President.” (Subpoena Rider at 1.) Because of this important fact, I would apply United States v. Nixon, 418 U.S. 683, 94 S.Ct. 3090, 41 L.Ed.2d 1039 (1974), rather than the position urged by the Independent Counsel (IC). I would not follow Nixon for some purposes, and disregard it for others.
Federal Rule of Evidence 501 requires that we decide whether federal common law extends the attorney-client privilege to the White House. The White House possesses an attorney-client privilege under proposed Federal Rule of Evidence 503, sometimes called Supreme Court Standard 503 (Rule 503). Rule 503 accurately states the federal common law regarding the attorney-client privilege, as this court has consistently stated in the past. The following portion of Rule 503 is pertinent to the dispute here:
(a) Definitions. As used in this rule:
(1) A “client” is a person, public officer, or corporation, association, or other organization or entity, either public or private, who is rendered professional legal services by a lawyer, or who consults a lawyer with a view to obtaining professional legal services from him.
(2) A “lawyer” is a person authorized, or reasonably believed by the client to be authorized, to practice law in any state or nation.
(3) A “representative of the lawyer” is one employed to assist the lawyer in the rendition of professional legal services.
(4) A communication is “confidential” if not intended to be disclosed to third persons other than those to whom disclosure is in furtherance of the rendition of professional legal services to the client or those reasonably necessary for the transmission of the communication.
(b) General rule of privilege. A client has a privilege to refuse to disclose and to prevent any other person from disclosing confidential communications made for the purpose of facilitating the rendition of professional legal services to the client, (1) between himself or his representative and his lawyer or his lawyer’s representative, or (2) between his lawyer and the lawyer’s representative, or (3) by him or his lawyer to a lawyer representing another in a matter of common interest, or (4) between representatives of the client or between the client and a representative of the client, or (5) between lawyers representing the client.
Rule 503, reprinted in 56 F.R.D. 183, 235-36 (1972).
I disagree with the IC that the Rule does not mean what it states, and we should act as if it did not exist. There is no reason to deny the well-recognized principle that the government, including the White House, is legitimately entitled to the attorney-client privilege (and the work-product doctrine). The White House, no less than a state government or a corporation, is entitled to the privilege in all types of cases, including criminal cases, so that the White House can comply with the law. The privilege advances the public interest by assuring that the White House will receive well-founded, fact-specific legal advice based upon candid responses from White House officials. Accordingly, I disagree with the IC’s position that the White House lacks the attorney-client privilege.
However, the Supreme Court’s decision in Nixon persuades me that the White House privilege gives way to a grand jury subpoena duces tecum issued under the direction of the IC provided the procedural protections of Nixon have been observed. Unlike the IC, I believe Nixon overcomes, but does not erase, the privilege. Nixon requires us to conclude that the President’s general need for confi*927dentiality, expressed here by the attorney-client privilege, is overshadowed by the grand jury’s general need for evidence of the truth. Still, Nixon does not, as the IC urges and the majority finds, permit us to assume that the White House lacks the privilege in the first instance.
In particular, I would require, as Nixon did in the context of a trial subpoena, that before documents are revealed to the grand jury:
(1) the special prosecutor must make an initial threshold showing before the district court that the documents are: (a) specifically needed; (b) relevant; and (c) admissible;
(2) assuming such a showing has been made, the documents are first delivered to the district judge, who will examine the documents in chambers, to decide if in fact the documents are relevant and admissible, and irrelevant documents will be returned under seal to the White House.
Id. at 700-02, 713-16, 94 S.Ct. at 3103-05, 3110-11.
I do not agree that a grand jury subpoena directed at the White House is more important than the trial subpoena directed at the White House in Nixon. The President’s justifiable need for confidentiality is, as Nixon recognized, ever present no matter what other governmental interests are asserted by a prosecutor. The public purpose served by a grand jury is no more important than the public purpose served by a criminal trial. Thus, I disagree with the court’s failure to require the IC to make the same type of showing on a motion to compel a response to a grand jury subpoena directed at the White House as would be required by Nixon for a trial subpoena.
Furthermore, because Mrs. Clinton also has an attorney-client privilege in her personal capacity, her privilege, implemented in this case by the “common interest” part of the rule, should be considered a complete defense to the grand jury subpoena issued to the White House. I have two reasons for this belief: (1) unlike the White House, Mrs. Clinton has various constitutional rights that are implicated by intercepting her privileged communications without warning and then revealing those communications to a prosecutor; and (2) Nixon did not attempt to balance the “public interest” against the “individual interest” and thus cannot serve as precedent for the dispute between the IC and Mrs. Clinton in her personal capacity.
Finally, because we should now declare for the first time that Nixon overcomes the White House privilege if a proper showing is made, Mrs. Clinton would consult with White House lawyers at her peril in the future. She would be informed from our opinion that such consultations might no longer be protected since the other party to her conversations (the White House and its lawyers) could be obligated to respond to a grand jury subpoena if thé prosecutor made the showing required by Nixon. Consequently, in the future, and to the extent of a grand jury subpoena, any such communications could not legally be “intended” by Mrs. Clinton as “confidential” under Rule 503(a)(4) because she would know and understand that her communications could be “disclosed to third persons.”
Accordingly, I would affirm the district court’s properly cautious decision refusing to enforce the subpoena. Yet I would make.it clear that the White House attorney-client privilege gives way to a grand jury subpoena issued under the supervision of the IC if the procedural protections afforded the White House by Nixon are satisfied. A detailed explanation of these views is set forth below.
II. The White House
Like any other client, the White House has an attorney-client privilege in all types of cases. The question, and it is a very difficult one, is whether that privilege should prevail in this first-of-a-Mnd case. Subject to certain procedural protections, fidelity to Nixon requires that the White House privilege give way to the limited'extent of a subpoena duces tecum issued by á federal grand jury acting at the direction of the IC. We should not, however, act as if the White House lacks the privilege or allow the IC to make an end run around the procedural protections afforded the White House by Nixon.
*928A. The White House and the Attorney-Client Privilege
We must ask two questions when determining whether the White House has an attorney-client privilege: (1) what standard applies and (2) has the White House satisfied that standard?
1. The Common Law and Rule 503
Federal Rule of Evidence 501 provides that “the privilege of a ... person” or “government” “shall be governed by principles of the common law as they may be interpreted by the courts of the United States in light of reason and experience.” It is our task-to find the common law of attorney-client privilege.
Promulgated by the Supreme Court in November 1972, Rule 503(a)(1) plainly grants the White House the attorney-client privilege. The rule extends the privilege' to “organization[s] or entities], either public or private.”
The subpoena was directed to the “White House.” Thus, the IC recognized the ‘White Housé” as a discrete governmental organization or entity protected by the unambiguous language of Rule 503(a)(1). Consequently, if Rule 503 applies, the White House has the privilege it asserts.
To avoid Rule 503, it is argued that the rule does not apply because (1) Congress did not enact it; (2) it does not apply to criminal cases involving governmental entities; (3) the public interest is not served when a governmental entity asserts the privilege. None of these arguments suggest a valid reason for failing to follow the plain words of the Rule.
a. Rule 503 Reflects the Common Law Despite Congressional Action
Congress did not enact Rule 503 and various other privilege rules. Instead, Congress adopted a general rule (Rule 501) allowing the federal courts to establish privilege in light of the common law. See Jaffee v. Redmond, - U.S. ---, - n. 7, 1930, 116 S.Ct. 1923, 1927 n. 7, 1930, 135 L.Ed.2d 337 (1996) (citing proposed Rule 504 regarding psychotherapist-patient privilege in support of the Court’s adoption, under Rule 501, of such a privilege).
Our precedents correctly state, however, that Rule 503 is “‘an accurate definition of the federal common law of attorney-client privilege.’ ” In re Bieter Co., 16 F.3d 929, 935 (8th Cir.1994) (quoting 2 Jack B. Weinstein et al., Weinstein’s Evidence ¶ 503[02], at 503-17 (1975)) (applying rule and finding the privilege applied to partnership and prevented disclosure of communication between a consultant of partnership and attorney); United States v. Spector, 793 F.2d 932, 938 (8th Cir.1986), cert. denied, 479 U.S. 1031, 107 S.Ct. 876, 93 L.Ed.2d 830 (1987) (stating “courts have relied upon [Rule 503] as an accurate definition of the federal common law of attorney-client privilege” and affirming order quashing subpoena for taped statements made by client at direction of a lawyer); Citibank, N.A. v. Andros, 666 F.2d 1192, 1195 n. 6 (8th Cir.1981) (stating rule is “a source for defining the federal common law of attorney-client privilege” and holding that privilege belonged to trustee of a corporation and could be waived by him).
Other circuits have come to the same conclusion. See, e.g., Tennenbaum v. Deloitte & Touche, 77 F.3d 337, 340 (9th Cir.1996) (the court would look to Rule 503 since the proposed rule, although not adopted, was a convenient comprehensive guide to existing federal law of privilege) (citations omitted); United States v. Moscony, 927 F.2d 742, 751 (3rd Cir.), cert. denied, 501 U.S. 1211, 111 S.Ct. 2812, 115 L.Ed.2d 984 (1991) (Supreme Court Standard 503, though not promulgated, is a restatement of the common law of attorney-client privilege applied in the federal courts before the adoption of the federal rules) (citations omitted); United States v. (Under Seal), 748 F.2d 871, 874 n. 5 (4th Cir.1984) (Rule 503 provides a comprehensive guide to the federal common law of attorney-client privilege) (citations omitted).
Importantly, the Supreme Court proposed the Rule. This court, and others, frequently refers to the Rule as “Supreme Court Standard 503.” See, e.g., In re Bieter Co., 16 F.3d at 935; United States v. Spector, 793 F.2d at 938. When searching for the com*929mon law, we should not disregard the fact that the Supreme Court approved the Rule.
Distinguished commentators have also reached the same conclusion: “Standard 503 is a restatement of the traditional common law attorney-client privilege that had been applied in the federal courts prior to the adoption of the federal rules. Consequently, despite the failure of Congress to enact a detailed article on privileges, Standard 503 should be referred to by the courts.”' 2 Jack B. Weinstein et aL, Weinstein’s Evidence ¶ 503[02], at 503-19 (1996) (citing, among other cases, Diversified Indus., Inc. v. Meredith, 572 F.2d 596, 605 n. 1 (8th Cir.1977)) (footnotes omitted). See also Restatement of the Law (Third) Governing Lawyers § 124 & Rep.’s n. at 412 (Proposed Official Draft 1996),1 available in WL database “RESTLGOV” (citing Rule 503(a)(1) as support for the proposition that the “prevailing rule” is that the government has the same privilege as its private counterparts).
Therefore, the failure of Congress to adopt Rule 503 is not significant. The Rule is an accurate definition of the federal common law of attorney-client privilege despite the lack of Congressional approval.
b. Rule 503 Makes No Distinction for Criminal Cases
Contrary to the second argument for not applying it, the plain words of Rule 503 make no distinction for criminal cases. I find no reason to make an exception for special prosecutors who have a dispute with the White House.
To the extent it is suggested that the privilege has never been extended to a federal governmental entity in a criminal case brought by another federal governmental entity, the point is meaningless. The reason there are no such cases is obvious: intragovemmental disputes in the federal criminal arena seldom arise, regardless of whether the attorney-client privilege is involved.
Further, there is certainly no case which denies the privilege in matters such as this. In fact, the only remotely relevant federal case implicitly acknowledged the existence of the privilege for a state governmental entity in a federal criminal investigation. In re Grand Jury Subpoena, 886 F.2d 135, 137-38 (6th Cir.1989) (“city council” was a “client” for the purpose of attorney-client privilege when a federal grand jury sought documents from the City of Detroit and the city asserted the privilege).
Most importantly, there is no reason to pretend the privilege does not exist simply because the White House asserts it during a criminal investigation. As will be discussed in more detail later, Nixon did not take this approach. Rather, as the Nixon court made clear, the appropriate approach is to balance the governmental privilege asserted by the White House (whether it be the attorney-client privilege or some other privilege) against the competing governmental interest asserted by the IC, the ultimate goal being to promote the “public interest.” 418 U.S. at 707-13, 94 S.Ct. at 3107-10.
Consequently, I rejeet the argument that it is proper to ignore the attorney-client privilege because the IC has the power to attach the label “criminal” to this dispute.
c. A White House Privilege Promotes the Public Interest
Recognition of the privilege for governmental entities, particularly the White House, advances the public interest.
Since Rule 503 was proposed, the federal courts have consistently recognized that governmental entities have the attorney-client privilege. See, e.g., Mead Data Cent., Inc. v. United States Dep’t of Air Force, 566 F.2d 242, 252-53 & n. 20 (D.C.Cir.1977) (recognizing privilege in Freedom Of Information Act (FOIA) case and stating that in other contexts “there are decisions which have applied [the privilege] to deny a discovery request directed toward a government”) (citations omitted); Jupiter Painting Contracting Co. v. United States, 87 F.R.D. 593, 598 & n. 6 (E.D.Pa.1980) (recognizing privilege in a suit for a tax refund and stating that “[c]ourts generally have accepted that attorney-client *930privilege applies in governmental context”) (collecting federal cases dating from and after 1963) (citations omitted).
While it is true that none of these cases dealt with the precise issue in this case, one cannot ignore the fact that the courts have consistently held that the public interest is furthered by extending the privilege to governmental entities. As a result, we should be very skeptical of the IC’s argument that requires us to ignore a general principle.
Since at least 1965, Congress has affirmatively recognized the government’s need to be protected by the attorney-client privilege regarding the production of documents. NLRB v. Sears, Roebuck & Co., 421 U.S. 132, 136, 154, 95 S.Ct. 1504, 1509-10, 1518, 44 L.Ed.2d 29 (1975) (applying 5 U.S.C. § 552(b)(5)) (FOIA case). The Court observed that the legislative history, authored in 1965, declared the exemption “ “would include ... documents which would come within the attorney-client privilege if applied to private parties.’” Id. (quoting S.Rep. No. 813, 89th Cong., 1st Sess., 3 (1965)). Consequently, believing that Congress would find recognition of the privilege to be a surprise' is impossible.
The proposed Restatement of the Law (Third) Governing Lawyers also recognizes that the attorney-client privilege “extends to a communication of a governmental organization” and to “an individual officer, employee, or other agent of a governmental organization____” Restatement of the Law (Third) Governing Lawyers § 124, at 408. This section “states the generally prevailing rule that governmental agencies and agents enjoy the same privilege as non-governmental counterparts.” Id. cmt. b at 409 & Rep.’s n. at 412-14 (collecting federal- and state cases dating from and after 1942) (citations omitted) (emphasis added). The rationale is obvious: “The privilege aids government entities and officers in obtaining legal advice founded on a complete and accurate factual picture. Communications from such agents should be correspondingly privileged.” Id. at 408. The Restatement’s reasoned conclusion, coming nearly twenty-five years after the Supreme Court proposed Rule 503, lends added support for the finding that a governmental attorney-client privilege advances, rather than detracts from, the public interest.2
Although the IC now holds the opposite view, the United States has previously and consistently taken the position that governmental entities, particularly the President and his advisers, are protected by the attorney-client privilege. One prior expression of the views of the United States regarding the attorney-client privilege, the President, and his advisers is particularly thoughtful.
In a 1982 opinion issued to the Attorney General of the United States, Assistant Attorney General Theodore B. Olson, of the Office of Legal Counsel (OLC), advised the Attorney General that “[although the attorney-client privilege traditionally has been recognized in the context of private attorney-client relationships, the privilege also functions to protect communications between government attorneys and client agencies or departments, as evidenced by its inclusion in the FOIA, much as it operates to protect attorney-client communications in the private sector.” Memorandum for the Attorney General re: Confidentiality of the Attorney General’s Communications in Counseling the President, 6 Op. Off. Legal Counsel 481, 495 (1982) (citations omitted), reprinted in Appellee’s App. [hereinafter Att’y Gen’s Mem.].
OLC found convincing support for its position in Upjohn Co. v. United States, 449 U.S. 383, 389-97, 101 S.Ct. 677, 682-86, 66 L.Ed.2d 584 (1981) (applying attorney-client privilege in corporate context, rejecting “control group test,” and holding that detailed information provided to corporate counsel by corporate managers, who were not necessari*931ly policy makers, regarding questionable payments by corporation was protected from an IRS document summons under the attorney-client privilege 3). Att’y Gen. ’s Mem. at 495-96.
According to OLC, the President, no less than the Upjohn corporation, required the attorney-client privilege so he could comply with the law by insuring that subordinates talked candidly with counsel. Id. OLC reasoned:
[I]t is likely that, in most instances, the ‘client’ in the context of communications between the President and the Attorney General, and their respective aides, would include the broad scope of White House Advisers in the Office of the President. The ‘functional’ analysis suggested by Upjohn focuses on whether the privilege would encourage the communication of relevant and helpful information from advisors most familiar with the matters on which legal assistance is sought, as well as whether the privilege is necessary to protect and encourage the communication of frank and candid advice to those responsible for executing the recommended courses of action.
Id. at 496.
If this court has to make a choice when discovering the common law as applied to the White House, we ought to choose the analysis contained in the Memorandum for the Attorney General. I am particularly opposed to the adoption of the position urged by the IC because it is contrary to the longstanding policy of the Department of Justice.
To avoid Upjohn, it is argued that the White House is different from a corporation in three distinguishing respects. It is argued that the White House cannot be prosecuted for a crime. The IC also argues that White House lawyers, unlike counsel for corporations, have a statutory responsibility to report crimes. Finally, it is claimed that the White House, as opposed to a corporation, has a duty to further honest government.
Since the Upjohn decision was not based upon the fact that a corporation could be prosecuted for a crime, it is an irrelevancy to distinguish Upjohn on that basis. In Upjohn, the government pursued the exact opposite of the IC’s argument here that the privilege does not apply because the White House cannot be prosecuted for a crime. In Upjohn the government argued that because corporations were subject to criminal liability corporations had a sufficient incentive to comply with the law and, therefore, corporations did not need the attorney-client privilege because they would seek legal advice in any event. The Court rejected this argument in a footnote. 449 U.S. at 393 n. 2,101 S.Ct. at 684 n. 2. Simply put, Upjohn did not turn on the presence or absence of criminal liability. Id.
More to the point, Upjohn reasoned that corporate policy makers legitimately need their lawyers to know the facts in order for the corporation to comply with the law, and, absent the corporate attorney-client privilege, the fact-finding process would be impaired along with the corporation’s ability to conform its conduct to the law after receiving fact-based legal advice. Id. at 389-97, 101 S.Ct. at 682-86. Likewise, the Court reasoned that even minor corporate employees needed candid legal advice to insure that the corporation complied with the law, and absent the privilege such advice would not likely be forthcoming. Id. The same reasoning applies to the White House.
I also reject the related argument that we can distinguish Upjohn on the basis that a White House official who fears he or' she may have violated the criminal law should speak to a private attorney, not a government lawyer. This argument misses the point for extending the privilege to organizations.
The organizational attorney-client privilege, be it asserted by the White House or Upjohn, is intended to encourage officials, who may be fearful of losing their jobs, their reputations, their privacy, or their liberty, to tell the organization the raw truth so it can *932comply with the law. The privilege is also premised upon the reasonable belief that no-nonsense legal advice generally depends upon confidentiality, and corporations need such advice if they are to comply with the law. In this regard, there is no reason to presume that the White House is different from Upjohn.
The argument that government lawyers, unlike corporate counsel, are required by statute to report crimes and this fact distinguishes White House counsel from corporate counsel, is built upon a false premise. While it is true that 28 U.S.C. § 535(b) requires governmental employees to report crimes, the Department of. Justice has properly reasoned that the statute must be interpreted in conformity with, not in opposition to, the attorney-client privilege. Antonin Scalia, Assistant Attorney General, Office of Legal Counsel, Memorandum for the Deputy Attorney General re: Disclosure of Confidential Information Received by U.S. Attorney in the Course of Representing a Federal Employee at 2 (Nov. 30, 1976), (“[N]o information the employee conveyed to the Assistant U.S. Attorney in connection with the civil action may be used by the Department to prosecute the employee; nor may it be turned over to anyone else, such as the employing agency, for use against him.”), reprinted in Appellee’s App. Assistant Attorney General Scalia stated: “Given the absence of any discussion of the subject in the legislative history [regarding section 535(b) ], it would in our view be inappropriate to infer a congressional purpose to breach the universally recognized and longstanding confidentiality of the attorney-client privilege." Id. at 6-7 (emphasis added).
The Department of Justice has consistently followed this advice. For example, in 1985 OLC stated that the “principal reason for our conclusion that the attorney-client privilege overrides § 535(b) is that confidentiality of communications between client and lawyer is essential if Departmént attorneys are to be able to provide adequate legal representation.” Ralph W. Tarr, Acting Assistant Attorney General, Office of Legal Counsel, Duty of Government Lawyers Upon Receipt of Incriminating Information in the Course of an Attorney-Client Relationship With Another Government Employee at 6 (March 29, 1985) (citing prior opinions of OLC dating from 1978), reprinted in Appellee’s App.
Lastly, the argument is advanced that the White House, but not a corporation, has a public duty to seek honest government. Therefore, it is argued, the attorney-client privilege should be ignored because it impedes an honest government’s search for the truth. The “good government” argument is no basis for denying the privilege to the White House.
To recognize that the White House has an attorney-client privilege is not to adopt a “bad government” position though the existence of such a privilege may inhibit the IC from obtaining all the information he might like by making a demand upon the White House. As Upjohn recognized, the attorney-client privilege serves the public interest by promoting the “valuable efforts of corporate counsel to ensure their client’s compliance with the law,” especially in those areas of the law that are “hardly ... instinctive.” 449 U.S. at 392, 101 S.Ct. at 684. The same thing can be said for the White House, especially because it has a duty to promote honest government. We should not premise our decision upon the assumption that the IC is the only guardian of just government.
In short, I reject the argument that the attorney-client privilege in the hands of the White House is antithetical to the interests of justice, though I acknowledge that the privilege may impede the work of the IC. When a prosecutor asks the court for help in invading the confidences of the President, the proper way to address the “public interest” question is not to pretend that the White House lacks the attorney-client privilege. On the contrary, the court should carefully balance, as Nixon did, the competing governmental interests, subject to the procedural protections that Nixon carefully set. forth.
d. Summary
Rule 503 is an accurate statement of the common law. The rule is therefore definitive, and we should apply it.
*9332. Application of Rule 503
Having determined that Rule 503 is definitive and that the governmental attorney-client privilege set forth in Rule 503 generally promotes the public interest when applied to the White House, we should apply the rule to this case. The White House possesses the attorney-client privilege because all the prerequisites for application of Rule 503(b)(1) have been established.
a.White House As “Client” and Mrs. Clinton As “Representative”
Under Rule 503(a)(1), as applied to the evidence here, there is a “client.” The “client” is the White House, acting through Mrs. Clinton in her representative role as First Lady. As noted earlier, Rule 503 explicitly extends the attorney-client privilege to “organizations” or “entities” that are “public” in nature. The rule also explicitly protects communications involving a “representative” of a client. Rule 503(b)(1) protects a “client’s” discussions “between himself or his representative and his lawyer.”
Mrs. Clinton is surely a “representative” of the White House. To the extent the IC argues that Mrs. Clinton as First Lady should not be considered a “representative” of the White House, I reject the argument as factually and legally unsound.
Factually, the district court found that Mrs. Clinton, “like other First Ladies before her, has a widely recognized role as an advis- or to the President and is generally considered to be a member of the President’s inner circle.” Op. at 917. The district court’s finding is not clearly wrong.
Legally, “Congress itself has recognized that the President’s spouse acts as the functional equivalent of an assistant to the President.” Association of Am. Physicians & Surgeons, Inc. v. Clinton, 997 F.2d 898, 904 (D.C.Cir.1993) (holding Mrs. Clinton was a “full-time officer or employee of federal government,” relying on and quoting 3 U.S.C. § 105(e) (emphasis in original)). See also, Att’y Gen. ’s Mem., 6 Op. Off. Legal Counsel at 496 (attorney-client privilege covers the “broad scope of White House advisers in the Office of the President”).
As a “member of the President’s inner circle” of advisers, Mrs. Clinton is precisely the type of organizational “representative” the attorney-client privilege would ordinarily cover. See,, e.g., Upjohn Co. v. United States, 449 U.S. at 387-95, 101 S.Ct. at 681-85; In re Bieter Co., 16 F.3d at 935-40 (granting a writ of mandamus and sustaining invocation of attorney-client privilege by partnership; applying Upjohn to a person who, although not an employee of the partnership, was a consultant; reaching this result because: (1) communications were made for the purpose of seeking legal advice; (2) it was reasonable to assume that client’s principal directed consultant’s communication with counsel; (3) it was reasonable to assume that client’s principal directed the communication be made for the purpose of securing legal advice; (4) subject matter of discussion was within scope of the consultant’s duties as evidenced by what consultant did; and (5) communications were held in confidence).
b.To Or From A Lawyer
It is undisputed that there were communications to or from White House counsel to or from the First Lady. See Rule 503(a)(2) & (b)(1). Upjohn makes clear that the privilege goes both ways, that is, the privilege protects advice from a lawyer to a client, and it also protects statements made by a client to a lawyer for the purpose of informing the lawyer so the lawyer may give fact-specific advice to the client. 449 U.S. at 389-91, 101 S.Ct. at 682-85. Thus, communications from the First Lady to White House counsel are protected just the same as communications to the First Lady from White House counsel.
c.Confidential Communication
Given the undisputed facts presented in the declaration of White House counsel, (IC App. at 27 ¶ 16, 29-30 ¶¶ 20-21), as well as the facts presented in the declaration of Mrs. Clinton’s personal lawyer, (IC App. at 35-37 ¶¶ 5-7), the communications recorded in the sought-after notes were intended to be “confidential” within the meaning of Rule 503(a)(4). These communications were not intended to be revealed to third parties, and they were not. Furthermore, recognizing (1) *934the explicit language of Rule 503, (2) the wide acceptance of a governmental attorney-client privilege by the federal courts, thoughtful commentators and the Department of Justice, (3) the Supreme Court’s opinion in Upjohn, and (4) the fact that Nixon did not rule on a White House assertion of the attorney-client privilege, there was no reason for the White House, Mrs. Clinton, or the lawyers to doubt that the communications would be held in confidence.
The presence of Mrs. Clinton’s personal lawyer does not change the result. As will be discussed more fully later, Mrs. Clinton, in her personal capacity, and the White House, as an entity represented by the First Lady,in her official capacity, shared a legal “matter of common interest.” Rule 503(b)(3) prevents disclosure of communications “by [a client] or his lawyer to a lawyer representing another in a matter of common interest.”
Among other things, both parties (the White House and Mrs. Clinton personally) needed to respond carefully and candidly to the IC; therefore, both required the advice of legal counsel. As a result, Rule 503(b)(3) explicitly protects communications between White House counsel and the First Lady even though a lawyer (Mrs. Clinton’s personal lawyer) for another party (Mrs. Clinton in her personal capacity) was present.
d. Facilitating the Rendition of Legal Services
Finally, the undisputed evidence establishes that the communications were made for the purpose of “facilitating the rendition of professional legal services” to the White House as the “client” within the meaning of Rule 503(b)(1).
The subject of the meeting that generated the first set of notes pertained to the death of a senior White House official (Vincent W. Foster) and Mrs. Clinton’s activities immediately afterward. (IC App. at 27 ¶ 16.) The subject of the meeting that generated the second set of notes was the discovery of billing records involving Mrs. Clinton which were found at the White House and turned over to the IC as relevant evidence in his investigation. (IC App. at 28-30 ¶¶ 18-21, 35-37 ¶¶ 5-7.)
Both meetings, and the notes regarding them, pertained to events that directly involved the institutional functioning of the White House. It is reasonable to believe that White House counsel and Mrs. Clinton discussed her role as First Lady after the death of Mr. Foster and her role as First Lady regarding the discovery of the billing records. Moreover, the events that were the subject of these meetings between the First Lady and White House counsel are directly related to issues the IC was authorized to investigate concerning the White House as an institution. Op. at 913-14. (IC authorized to investigate death of former Deputy White House Counsel Vincent W. Foster and discovery of Rose Law Firm billing records in the White House residence.)
Under these circumstances, it is reasonable to assume that the President (or another principal at the White House) directed the First Lady’s communication with White House counsel for the purpose of securing legal advice for the White House. In re Bieter Co., 16 F.3d at 938-39 (making similar assumptions in context of a partnership consultant).
Ignoring for the moment Mrs. Clinton’s personal stake in the matter, the White House as a “client” had a legitimate and independent institutional reason to pursue the two conferences between its “representative” (Mrs. Clinton) and its “lawyers” (White House counsel) for the “purpose of facilitating the rendition of professional legal services to the client [the White House].” Rule 503(b)(1). White House lawyers had a legitimate institutional need to know what the client’s “representative” knew in order to advise the “client,” including the client’s “representative,” what to do or not do. In particular, the White House had a legitimate institutional need for the advice of its lawyers so that, acting through people, including the First Lady, as it must, the White House could carefully and candidly respond to the IC.
The decision to turn over billing records to the IC, records that although discovered at the White House also involved Mrs. Clinton in her personal capacity, is proof of the *935White House’s legitimate institutional need to have its lawyers advise and consult with the “client’s representatives,” including individuals such as the First Lady. On January 4,1996, Jane C. Sherburne, special counsel to the President, learned that Ms. Carolyn Huber, a White House employee, had located in the White House residence a copy of billing records relating to the work performed by attorneys at the Rose Law firm, including Mrs. Clinton, for Madison Guaranty. (IC App. at 28 ¶ 18.) Ms. Sherburne, in consultation with Mrs. Clinton’s personal lawyer, decided that the records should be promptly turned over to the IC, the Senate Whitewater Committee, the House Banking Committee, the FDIC and the RTC, and the records were in fact turned over to those governmental bodies. (Id.) The production of these documents caused the IC, among others, to launch an investigation relating to the finding of the billing records. (Id.)
As the Supreme Court has recognized, the attorney-client privilege is extended to organizations so the people who ultimately effect the policy of an organization can comply with the law by obtaining information from subordinates and then directing those subordinates to comply with the law. Upjohn, 449 U.S. at 390-93, 101 S.Ct. at 683-85. The handling of the billing records here proves why the Upjohn rationale for extending the attorney-client privilege to corporations, acting as they must through people, is also applicable to the White House.
e. Summary
There was (1) a communication to or from Mrs. Clinton in her role as an “inner-circle” representative of the client White House, Rule 503(a)(1) & (b)(1); (2) to or from a White House lawyer, Rule 503(a)(2); (3) intended to be confidential, Rule 503(a)(4); (4) for the purpose of seeking, obtaining, or providing legal assistance to the client White House, Rule 503(a)(4) & (b)(1). These findings establish that the White House has the attorney-client privilege it asserts. See also In re Bieter Co., 16 F.3d at 935-40.
B. Balancing the Public Interest
Assuming the White House possesses the attorney-client privilege, two issues must be resolved. First, we must decide whether the IC could ever be entitled to the notes when the White House asserts the attorney-client privilege. Second, we must address the issue of what procedural protections must be employed to protect the White House’s legitimate need for confidentiality, assuming the privilege is not an absolute bar and that production may be required under certain circumstances. Both inquiries require a careful balancing of the interests of the White House and the IC to preserve and protect the public interest that both governmental entities seek to promote.
1. Nixon’s Balancing Test
While the White House generally has the attorney-client privilege it asserts here, this case is unprecedented. Never have the courts been confronted with (1) a motion by an independent counsel (himself a singularly unique creature under federal law) in a criminal investigation (2) to enforce a grand jury subpoena for documents directed at the White House (3) under circumstances where enforcement of the subpoena would pierce the attorney-client privilege enjoyed by the White House.
Once we decide that the White House has a privilege that the IC seeks to overcome, the only precedent that matters is United States v. Nixon, 418 U.S. 683, 94 S.Ct. 3090. A brief summary of that case is helpful.
The Nixon court held that the public interest requires that presidential confidentiality be afforded the greatest possible protection consistent with the fair administration of justice. Nevertheless, the Court also held that the President was required to turn over taped conversations to the district court pursuant to a trial subpoena issued at the request of a special prosecutor under Federal Rule of Criminal Procedure 17(c), despite the President’s assertion of Executive Privilege.
The special prosecutor had made a preliminary showing of specific need, relevance, and admissibility before a federal district judge. The Supreme Court suggested that such a showing was always required when the President invoked a privilege.
*936The Court then attempted to balance the twin concepts of “public interest” asserted by the President and the special prosecutor. The Court stated that “when the ground for asserting privilege as to subpoenaed materials sought for use in a criminal trial is based only on the generalized interest in confidentiality, it cannot prevail over the fundamental demands of due process of law in the fair administration of criminal justice.” Id. at 713, 94 S.Ct. at 3110.
As an additional precaution, the Court required the district court to conduct an in camera examination of the tapes after the order for production was issued, but before they were turned over to a special prosecutor. The purpose of this examination was to decide whether the tapes were actually relevant and admissible.
Now, as in Nixon, both the White House and the IC assert that the “public interest” warrants a finding for their particular position. As between these governmental entities, I agree that the “public interest” is the value to be preserved by our ruling. As a result, the dispute comes down to this: Is the White House’s attorney-client privilege generally more important than a grand jury’s criminal investigation of the White House?
At this elevated level of abstraction, Nixon teaches that the President’s general need for confidentiality (expressed here by the attorney-client privilege) is outweighed by a grand jury’s need for evidence of the truth.4 The Department of Justice has taken a similar view in the past. See Att’y Gen. ’s Mem., 6 Op. Off. Legal Counsel at 487-88 (“The more generalized the executive interest in withholding the disputed information, the more likely it is that the claim of privilege will yield to a specific, articulated need related to the effective performance by the coordinate branches of their constitutionally assigned functions.”) (citing Nixon).
The White House has not articulated the specific harm to the public interest that would occur if this subpoena was enforced. Nixon addressed a similar issue and concluded that “[ajbsent a claim of need to protect military, diplomatic, or sensitive national security secrets, we find it difficult to accept the argument that even the very important interest in confidentiality of Presidential communications of such material is significantly diminished by production of such material for in camera inspection with all the protection that a district court will be obliged to provide.” Id. at 706, 94 S.Ct. at 3107. Therefore, I would find that, assuming the procedural protections afforded the White House by Nixon are observed, the attorney-client privilege may be invaded.5
This is not a conclusion to be reached lightly. The White House has a strong argument that an attorney-client privilege which is not absolute is no privilege at all. Upjohn, 449 U.S. at 393, 101 S.Ct. at 684-85. Moreover, as discussed in more detail later, Nixon specifically recognized that the attorney-client privilege was an exception to the general rule that “the public ... has a right to every man’s evidence.” 418 U.S. at 709-10, 94 S.Ct. at 3108.
Nevertheless, Nixon ultimately teaches that the number of times the President’s confidences may be invaded will be few. The only time such confidences may be probed is when the procedural protections carefully articulated by Nixon have been satisfied. Accordingly, the attorney-client privilege, while not absolute, will retain vigor for the White House because the privilege will be overcome only infrequently and only after painstaking judicial scrutiny.
2. Nixon’s Procedural Protections
The White House suggests the IC is on a “fishing trip.” After all, the IC could simply call Mrs. Clinton to testify before the grand jury, as he has done in the past, to investigate her knowledge of the facts. Consequently, it is reasonable to ask: why does the IC need the privileged notes?
*937We ought to be very cautious about assuming that the IC needs to invade the White House attorney-client privilege to obtain the facts. Upjohn forcefully made this point:
Here the government was free to question the employees who communicated with Thomas [corporate counsel] and outside counsel____ While it would probably be more convenient for the government to secure the results ... by simply subpoenaing the ... notes taken by petitioner’s attorneys, such considerations of convenience do not overcome the policies served by the attorney-client privilege.
449 U.S. at 396, 101 S.Ct. at 686.
If we require a preliminary showing of specific need, relevance, and admissibility to a district judge as Nixon clearly did, 418 U.S. at 700-02, 713-14, 94 S.Ct. at 3103-05, 3110-11, such a requirement would (1) prevent the use of a grand jury subpoena as part of an improper “fishing expedition” and (2) insure that the White House attorney-client privilege was not lightly overturned. Fidelity to Nixon requires that we approve the invasion of the White House attorney-client privilege when absolutely necessary, but fidelity to Nixon also requires that we extend to the White House the protections that Nixon set forth before such an invasion takes place.
To avoid the preliminary showing requirement, the IC makes much of the fact that Nixon involved a trial subpoena and this case does not. The IC further points out that the preliminary showing requirement of Nixon was (in part) based upon Fed.R.Crim.P. 17(c) which deals with trial subpoenas. Two responses make the IC’s arguments unpersuasive.
Initially, Nixon repeatedly cautions that the unique interests of the Presidency, not merely Rule 17(c), warrant active judicial supervision with a threshold showing of need, relevance, and admissibility. Id. at 702, 713-16, 94 S.Ct. at 3104-05, 3110-11. Quite apart from Rule 17(c), early precedent required a showing that “the Presidential material was ‘essential to the justice of the [pending eriminal] ease.’” Id. at 713, 94 S.Ct. at 3110 (quoting United States v. Burr, 25 F. Cas. 187, 192 (C.C.Va.1807) (No. 14,694)) (brackets in Nixon).
Moreover, I am unconvinced by the logic of the IC’s argument. I do not believe a grand jury subpoena is more important than a criminal trial subpoena such that the procedures required by Nixon should be cast aside when the IC decides to cause the issuance of grand jury subpoena aimed at the White House.
Given the difference between a grand jury proceeding and a trial, the.need, relevance and admissibility standard would be judged considering, the nature of the proceeding. For example, treating impeachment evidence more liberally might be appropriate. Compare Nixon, 418 U.S. at 701, 94 S.Ct. at 3104. Nixon, left these issues to the “sound discretion of the trial court since the necessity for the subpoena most often turns upon a determination of factual issues.” Id. at 702, 94 S.Ct. at 3104. Nevertheless, the investigative nature of a grand jury is no reason for the wholesale disregard of the protections that Nixon affords the unique status of the Presidency.'
Even a favorable ruling for the IC at the first stage of the proceedings would not mean that the IC would ever see the notes. Assuming that a threshold showing had been made, Nixon required that the notes be delivered to the district court, not to the special prosecutor. Nixon, 418 U.S. at 713-16, 94 S.Ct. at 3110-11. After that, the district court was required to make an in camera examination of the notes. Id.
With.the notes before it,6 the court would (1) determine whether the notes were relevant and admissible; (2) ensure that they were treated with the sensitivity any Presidential papers command; and (3) require that the irrelevant portions of the notes (if any) be promptly returned to the White House under seal. Id. The White House is entitled to similar protections when served with a grand jury subpoena that invades the *938attorney-client privilege, and I disagree with the refusal to extend such protection to the White House.
3. Threshold Showing
The White House contends the IC has not made a sufficient initial showing of specific need, relevance, and admissibility. The district court did not reach this issue. The IC does not argue that he satisfied Nixon. He assumes that he was not required to make such a showing. He does not brief the question of whether he made a sufficient showing. Accordingly, we need not decide for the first time on appeal whether the IC accidentally made the required showing.
III. Mrs. Clinton
Mrs. Clinton has an attorney-client privilege that protects against disclosure of the notes. However, as noted earlier, this court should also rule for the first time that the White House privilege must give way to a grand jury subpoena issued under the supervision of an independent counsel if the procedural protections of Nixon are satisfied. Consequently, once Mrs. Clinton has been advised by virtue of our opinion that she can no longer reasonably believe her conversations with White House counsel will be held in confidence in every circumstance, consistent with Rule 503(a)(4) Mrs. Clinton will consult with White House counsel in the future at the risk of having her communications disclosed to the grand jury.
A. Mrs. Clinton and the Attorney-Client Privilege
The IC has conceded that in her personal capacity Mrs. Clinton is entitled to the protections of the attorney-client privilege regarding discussions with her private lawyers. Op. at 916 n. 5. The IC can take no other position. Rule 503(a)(1) & (b)(1).
The IC appears to argue that Nixon applies to Mrs. Clinton in her personal capacity. Alternatively, the IC argues that even if Nixon does not apply to Mrs. Clinton, she lost her personal privilege by sharing her thoughts with White House lawyers. I disagree on both counts.
1. Nixon Does Not Apply to Mrs. Clinton
Although it is unclear, the IC may argue not only that Nixon overcomes the White House privilege, but also that it justifies disallowing Mrs. Clinton’s personal attorney-client privilege to the extent that there were communications shared with White House counsel. If this is the IC’s contention, I am not persuaded.
Nixon specifically recognized that the attorney-client privilege was an exception to the general rule that “the public ... has a right to every man’s evidence,” stating:
[T]he Fifth Amendment to the Constitution provides that no man “shall be compelled in any criminal case to be a witness against himself.” And, generally, an attorney ... may not be required to disclose what has been revealed in professional confidence. These and other interests are recognized in law by privileges against forced disclosure, established in the Constitution, by statute, or at common law.
Id. at 709-10, 94 S.Ct. at 3108.
Despite Nixon’s recognition of the transcendent value of the attorney-client privilege, it is a reasonable extension of Nixon to pierce the organizational attorney-client privilege asserted by the White House. Such an extension is appropriate because the Nixon opinion instructs that generalized governmental confidentiality privileges are on balance less important than the government’s search for the truth when both governmental interests are compared with the “public interest.”
It is quite a different thing to retroactively deny the protection of the attorney-client privilege to an individual like Mrs. Clinton based on the “public interest.” This distinction is important because the Fifth and Sixth Amendments protect Mrs. Clinton, unlike the White House, and a violation of her attorney-client privilege may also violate her constitutional rights. See, e.g., O’Brien v. United States, 386 U.S. 345, 87 S.Ct. 1158, 18 L.Ed.2d 94 (1967) (although they were not revealed to prosecutors, governmental interception of conversations between a defendant and his lawyer required vacation of convic*939tion) (relying upon Black v. United States, 385 U.S. 26, 87 S.Ct. 190, 17 L.Ed.2d 26 (1966)). Cf. Weatherford v. Bursey, 429 U.S. 545, 557, 97 S.Ct. 837, 844-45, 51 L.Ed.2d 30 (1977) (explaining and distinguishing O’Brien and Black and stating “[t]his is not a situation where the State’s purpose was to learn what it could about the defendant’s defense plans” by intruding “on the lawyer-client relationship ...”).
In addition, and more significantly, the dispute between the White House and the IC solely involves the “public interest,” while the dispute between the IC and Mrs. Clinton pits the “public interest” against “individual liberties,” constitutional and otherwise. Nixon did not attempt to balance “public” and “individual” interests, and we thus lack any meaningful guidance on the matter.
Given the Supreme Court’s historic respect for the attorney-client privilege7 and the Nixon opinion’s recognition that the attorney-client privilege normally trumps the rule that “the public ... has a right to every man’s evidence,” we should not expand Nixon beyond disputes between governmental entities such as the White House and the IC.
2. The “Common Interest” Provision Protects Mrs. Clinton
To avoid the difficulty of applying Nixon to Mrs. Clinton, the IC alternatively argues that even if the communications evidenced by the notes are “confidential” within the meaning of Rule 503(a)(4), Mrs. Clinton and her personal lawyers shared their thoughts with White House lawyers, and Mrs. Clinton lost her personal privilege as a result. I disagree.
The rule protects otherwise “confidential” communications made by the “[client] or his lawyer to a lawyer representing another in a matter of common interest.” Rule 503(b)(3). The “common interest” provision of Rule 503 “is in accord with previous federal practice in recognizing a privilege both for inter-attorney communications and joint conferences where the client communicates to the other attorney directly.” 2 Jack B. Weinstein et al., Weinstein’s Evidence ¶ 503[06], at 503-99 (footnote omitted). Accord John Morrell & Co. v. Local Union 304A, 913 F.2d 544, 555-56 (8th Cir.1990) (recognizing and sustaining “joint defense” privilege as to an internal memorandum written by corporate general counsel that was shared with codefendants in another case), cert. denied, 500 U.S. 905, 111 S.Ct. 1683, 114 L.Ed.2d 78 (1991) (citations omitted). See also United States v. American Tel. & Tel. Co., 642 F.2d 1285, 1300 (D.C.Cir.1980) (since “MCI shares common interests with the United States,” MCI did not waive the work product privilege by sharing documents with the government).
The rule applies “not only if litigation is current or imminent but, consistently with the rest of the Standard, whenever the communication was made in order to facilitate the rendition of legal services to each of the clients involved in the conference.” 2 Jack B. Weinstein et al., Weinstein’s Evidence ¶ 503[06], at 503-99 (footnote omitted). Drafters of the “common interest” provision of the rule “intended the privilege to be broadly construed in multi-party situations.” Id. at 503-100 (footnote omitted).
The evidence and the findings of the district court establish that there were two “clients,” the White House, represented by Mrs. Clinton in her role as First Lady, and Mrs. Clinton personally; each “client” was in turn represented by separate lawyers regarding matters of “common interest.” Consider again the apparent joint decision of the White House and Mrs. Clinton to turn over to the IC the billing records found at the White House. As a categorical matter, the “common interest” provision of Rule 503(b)(3) plainly applies to Mrs. Clinton and the White House because both legitimately needed the advice of separate lawyers in order to carefully and candidly respond to the IC, among others.
*940The IC argues that the White House does not have the attorney-client privilege, or that if it does, Nixon overcomes the privilege and Mrs. Clinton cannot personally claim that the “common interest” rule protects her communications. The IC asserts that Mrs. Clinton loses the protection of the attorney-client privilege once the White House does. This argument fails for two reasons.
As demonstrated earlier, the White House has the attorney-client privilege. Since the White House has always possessed the privilege, the IC cannot properly argue that Mrs. Clinton loses the “common interest” protection because the White House lacked the attorney-client privilege in the first place. The White House had the privilege then and has it now. Nixon may overcome, but it does not erase, the White House privilege.
Next, I agree, as indicated earlier, that, by extension of the Nixon reasoning, the White House attorney-client privilege must give way under certain very limited circumstances. However, a precedent making extension of Nixon to the White House’s attorney-client claim does not justify denying Mrs. Clinton the protection of her personal attorney-client privilege safeguarded by the “common interest” provisions of the rule.
The IC has cited no case, nor have I found one, remotely suggesting that a party otherwise protected by the “common interest” provision of the attorney-client privilege loses that protection because a court determines after the fact for the first time that the other party’s attorney-client privilege must, on balance, give way. We have pointedly recognizéd that it is “fundamental that the ‘joint defense privilege cannot be waived without the consent of all parties to the defense.’” John Morrell & Co., 913 F.2d at 556 (citation omitted) (emphasis added). Mrs. Clinton, not this court retroactively applying a first time ruling regarding the White House, must waive the privilege before the grand jury may examine the notes the IC seeks.
B. Mrs. Clinton, the White House, and the Future
Rule 503(a)(4) states that a “communication is ‘confidential’ if not intended to be disclosed to third persons____” The committee notes state that “intent is inferable from the circumstances.” 2 Jack B. Weinstein et al., Weinstein’s Evidence ¶ 503(a)(4)[01], at 503-39. See 56 F.R.D. at 238 advisory committee’s note.
Once aware by virtue of our opinion that her conversations with White House counsel may be disclosed to the grand jury because the White House may be obligated to respond to a subpoena under certain limited conditions, if Mrs. Clinton continues to have such conversations in the future she can no longer “intend” for the privilege to protect these conversations from a grand jury subpoena. See, e.g., 2 Jack B. Weinstein et al., Weinstein’s Evidence ¶ 503(a)(4)[01], at 503-39 & n. 2 (citing, among other cases, Hollins v. Powell, 773 F.2d 191, 196-97 (8th Cir. 1985), cert. denied, 475 U.S. 1119, 106 S.Ct. 1635, 90 L.Ed.2d 181 (1986) (where mayor later testified to conversations with city attorney in a suit brought against mayor and city, the conversation was not intended to be confidential and the privilege was waived)).
IV. Conclusion
As between the IC and the White House, we must faithfully apply the Nixon decision because there is insufficient reason to distinguish that case from this one. As between the IC and Mrs. Clinton, we should understand the limits of the Nixon decision, and respect the fact that we are dealing with the rights of an individual. I would affirm the district court’s prudent refusal to enforce the subpoena.
. This draft received tentative approval in May, 1996. American Law Institute Hears Finish Line on Lawyer Ethics, Product Liability Projects, 64 U.S.L.W. 2739 (May 28, 1996).
. Even those commentators who question whether the attorney-client privilege was extended to governments at "common law” agree "most” courts have recognized that governmental entities are entitled to the privilege. 24 Charles Alan Wright & Kenneth W. Graham, Jr., Federal Practice and Procedure, § 5475, at 125 (1986). These commentators likewise predict the courts will continue to recognize that the privilege extends to governmental entities. Id. at 128. ("[I]t seems likely that some form of privilege for governmental clients will be recognized by federal courts applying Rule 501.”) (citations omitted.)
. In addition, the Court held that to the extent they reflected the mental impressions of counsel, the documents were also protected from disclosure by the "work product” doctrine. Id. at 401-02, 101 S.Ct. at 688-89. To the extent the notes in this case are “work product,” they too would be protected under the "work product” doctrine of Upjohn.
. The same analysis justifies piercing the work product "privilege.”
. However, as did the Supreme Court in Nixon, I would limit the holding to criminal investigations involving special prosecutors (and not to civil cases or congressional hearings). Nixon, 418 U.S. at 712 n. 19, 94 S.Ct. at 3109 n. 19.
. Although the district court could seek the help of the IC and White House counsel, it could not make a disclosure until the proper examination had been completed. Id. at 715 n. 21, 94 S.Ct. at 3111 n. 21.
. See, e.g., Upjohn, 449 U.S. at 389, 101 S.Ct. at 682 (stating "[t]he attorney-client privilege is the oldest of the privileges for confidential communications known to the common law”); Hunt v. Blackburn, 128 U.S. 464, 470, 9 S.Ct. 125, 127, 32 L.Ed. 488 (1888) (stating the 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").