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which will be generated on the sale of the Nireco shares." The
portion of the Zelisko memorandum that we ordered to be disclosed
does not contain communications from Brunswick to its attorney,
or legal advice or analysis, but is merely a factual account of a
meeting between a third party, Merrill Lynch, and Brunswick’s tax
counsel. See United States v. Ackert, 169 F.3d 136, 139-140 (2d
Cir. 1999); see also Mead Data Cent. Inc. v. U.S. Dept. of Air
Force, supra at 254-255.
B. Work-Product Doctrine
It is well settled that our Rules generally protect attorney
work-product from discovery. See Note to Rule 70, 60 T.C. 1097,
1098; see also Hartz Mountain Indus. v. Commissioner, supra at
528; Zaentz v. Commissioner, supra at 478; Branerton Corp. v.
Commissioner, supra at 198; P.T. & L. Constr. Co. v.
Commissioner, 63 T.C. 404, 408 (1974). The policies and concerns
underlying the attorney work product-doctrine are explained in
Hickman v. Taylor, 329 U.S. 495, 510-511 (1947), as follows:
In performing his various duties * * * it is essential that
a lawyer work with a certain degree of privacy, free from
unnecessary intrusion by opposing parties and their counsel.
Proper preparation of a client's case demands that he
assemble information, sift what he considers to be the
relevant from the irrelevant facts, prepare his legal
theories and plan his strategy without undue and needless
interference. * * * This work is reflected, of course, in
interviews, statements, memoranda, correspondence, briefs,
mental impressions, personal beliefs, and countless other
tangible and intangible ways--aptly though roughly termed
* * * the "work product of the lawyer." Were such materials
open to opposing counsel on mere demand, much of what is now
put down in writing would remain unwritten. An attorney's
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