- 90 -
1993)(quoting In re Sealed Case, 676 F.2d 793, 807 n.44 (D.C.
Cir. 1982)); see Mead Data Cent. Inc. v. U.S. Dept. of Air Force,
566 F.2d 242 (D.C. Cir. 1977).
The attorney-client privilege is "the oldest of the
privileges for confidential communications known to the common
law." Upjohn Co. v. United States, 449 U.S. 383, 389 (1981);
Hartz Mountain Indus. v. Commissioner, 93 T.C. 521, 524-525
(1989). The attorney-client privilege "applies to communications
made in confidence by a client to an attorney for the purpose of
obtaining legal advice, and also to confidential communications
made by the attorney to the client if such communications contain
legal advice or reveal confidential information on which the
client seeks advice." Hartz Mountain Indus. v. Commissioner,
supra at 525, (citing Upjohn Co. v. United States, supra).
However, "the privilege only protects disclosure of
communications; it does not protect disclosure of the underlying
facts by those who communicated with the attorney." Upjohn Co.
v. United States, supra at 395.
Except for the matters that were redacted, the Zelisko
memorandum, set forth in its redacted form supra pp. 15-18, does
not contain privileged communications. The memorandum is self-
described as "a bullet point summary of a transaction proposed by
Merrill Lynch to Brunswick Corporation (BC) on December 8, 1989
to generate sufficient capital losses to offset the capital gain
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