You withheld forty-six documents as privileged. The opposing party challenges your log. The court reviews your entries and finds them deficient. Now you're preparing an amended log under deadline, and your privilege claims hang in the balance.
This scenario played out in Glaxo Grp. Ltd. v. Transpire Bio Inc., where a categorical privilege log failed despite covering fewer than fifty documents. The court's order provides a blueprint for what legal operations teams must include in privilege logs to meet judicial scrutiny. This template translates that standard into a working document.
Purpose of the Template
This privilege log template creates document-by-document entries that establish each element of privilege or work-product protection. It's designed for disputes involving small to mid-sized document sets where categorical logs won't suffice. The template addresses the court's requirement that your log "set forth specific facts that, if credited, would suffice to establish each element of the privilege or immunity that is claimed."
You'll use this when opposing counsel requests privileged documents, when preparing for motion practice on privilege disputes, or when a court orders an amended log after finding your initial submission deficient.
Prerequisites
Before using this template, ensure:
- Document-level review completed: Each withheld document must be reviewed by someone who can describe its purpose and content without revealing privileged information.
- Author and recipient identification: Full names, job titles, and organizational roles for everyone copied on each communication.
- Date verification: Both creation date and transmission date for each document.
- Privilege theory mapped: Know whether you're claiming attorney-client privilege, work-product protection, or both for each entry.
- Legal review capacity: An attorney must validate that your descriptions establish the privilege elements without waiving protection through over-disclosure.
The Template
Copy this structure for each withheld document:
ENTRY [NUMBER]
Author: [Full name], [Job title or capacity]
Recipients: [Full name], [Job title or capacity]; [repeat for each recipient]
Date Prepared: [MM/DD/YYYY]
Date Transmitted: [MM/DD/YYYY] [if different from preparation date]
Document Title: [Actual title or subject line]
Description: [Two to three sentences describing the document's subject matter without revealing privileged content. Focus on what the document addresses, not what it concludes.]
Purpose: [One to two sentences explaining why this document was created or communicated. Connect the purpose explicitly to legal advice, litigation preparation, or attorney work product.]
Privilege Basis: [Check all that apply and provide specific justification]
☐ Attorney-Client Privilege
Justification: [Explain how this communication involves legal advice between attorney and client in confidence]
☐ Work-Product Doctrine
Justification: [Explain how this document was prepared in anticipation of litigation or for trial]
☐ [Other privilege]
Justification: [Specify and explain]
Attorney Involvement: [Name the attorney providing legal services and their role in this communication]
Customizing the Template
For email threads: List all participants in the thread, not just the final sender and recipients. If the thread includes non-privileged participants, you may need to produce redacted versions rather than withhold entirely.
For draft documents: Your description must explain that it's a draft, who prepared it, and why it was created in anticipation of litigation. The court emphasized that "the burden of the party withholding documents cannot be discharged by mere conclusory or ipse dixit assertions." Saying "draft prepared in anticipation of litigation" isn't enough; explain what litigation and why this draft was necessary.
For multi-party communications: If your communication includes in-house counsel, outside counsel, and business personnel, your privilege justification must explain why each recipient needed to be included for the legal advice to function. Courts scrutinize multi-party communications for non-privileged business discussions disguised as legal strategy.
For subject matter descriptions: Write as if opposing counsel will read this entry and decide whether to challenge it. Be specific enough to demonstrate privilege but not so detailed that you reveal the advice or strategy. Compare these two descriptions:
- Insufficient: "Email regarding litigation strategy"
- Sufficient: "Email from outside counsel to in-house legal team analyzing potential defenses to plaintiff's breach of contract claim and recommending litigation approach"
The second version shows the communication involves legal analysis and advice without revealing what the defenses are or what counsel recommended.
For purpose statements: Connect the purpose directly to legal services. "To inform business decision" isn't a privileged purpose. "To obtain legal advice regarding regulatory compliance obligations before making business decision" establishes the privileged purpose.
Validation Steps
Before submitting your privilege log:
1. Element check: For each entry claiming attorney-client privilege, verify you've identified: (1) an attorney, (2) a client, (3) a confidential communication, (4) made for the purpose of obtaining legal advice. Missing any element defeats the claim.
2. Conclusory language audit: Search your log for phrases like "privileged communication," "legal advice," or "work product." These labels don't establish privilege. Your factual description must establish it.
3. Consistency review: If you describe ten documents as "communications regarding litigation strategy with outside counsel," you're inviting a challenge that you're using boilerplate language. Each entry should reflect the specific document's content and purpose.
4. Date logic verification: If you claim a document was prepared in anticipation of litigation, the preparation date must be after the litigation became reasonably anticipated. A document dated before the dispute arose can't qualify as work product.
5. Attorney review: Have an attorney who wasn't involved in creating the log review a sample of entries against the actual documents. They should be able to confirm that your descriptions establish privilege without having to add explanatory declarations.
The Glaxo court noted that supporting declarations "do not cure the defects in the privilege log" when the log entries themselves lack specificity. Your log must stand on its own.
6. Recipient role justification: For any communication that includes non-attorneys, your log must explain why their inclusion didn't waive privilege. "Copied for informational purposes" suggests the communication wasn't confidential legal advice.
If your log proves deficient, courts typically allow amendment before finding waiver. But that amendment comes under deadline pressure, with opposing counsel already targeting your weakest entries. Build the detailed log correctly the first time, and you avoid that defensive posture.
Your privilege log isn't a formality. It's evidence that you're entitled to withhold discovery. Treat it with the same rigor you'd apply to a motion brief, because it may end up supporting one.
