Draft Witness Interview Memorandum

---
name: draft-witness-interview-memorandum
task_id: corporate-governance/draft-witness-interview-memorandum
description: Agents produce structurally complete interview memos that omit required formal identification elements, fail to develop the legal significance of the witness's own statements on key investigative theories, and miss the documentation conventions required for privilege preservation in internal investigations.
activates_for: [planner, solver, checker]
---

# Skill: Witness Interview Memorandum for an Internal FCPA Investigation

## 1. Subject-matter triage
- Treat this as a privileged internal-investigation memorandum, not a generic interview summary.
- Identify the witness, interview setting, and document set before narrating substantive facts.
- If multiple interviews, witness segments, or related witness statements are in scope, separate them chronologically and by witness; do not merge accounts.
- Preserve the distinction between the witness’s statements, counsel’s analysis, and any unresolved investigative questions.

## 2. Failure modes the skill is correcting
- Missing formal interview logistics: date, time window, location, attendees, and each attendee’s affiliation.
- Failing to document that Upjohn warnings were given, how they were given, and whether the witness acknowledged them.
- Summarizing the interview without tying the witness’s own words to the core investigative theories that matter in an FCPA internal investigation.
- Collapsing the relationship-management narrative into the circumvention theory, instead of showing how the facts connect.
- Treating due diligence gaps as background only, rather than as a standalone issue bearing on disclosure, approval, and concealment.
- Omitting privilege/work-product labeling or drafting in a way that blurs witness statements with counsel’s mental impressions.
- Failing to note document-by-document reactions, corrections, or disputes when records are shown to the witness.
- Losing chronology, especially where timing affects payment authorization, onboarding, government-service cooling-off periods, or subcontracting approval.

## 3. Legal frameworks / domain conventions that apply
- Mark the memorandum as attorney work product prepared in anticipation of litigation and preserve attorney-client privilege language throughout.
- Document the Upjohn warning as part of the interview record: company representation only, privilege belongs to the company, the company may waive or disclose, and the witness may seek separate counsel.
- For anti-bribery analysis, frame the witness’s account against the FCPA anti-bribery prohibition, 15 U.S.C. §§ 78dd-1, 78dd-2, and 78dd-3, including indirect payments through intermediaries.
- Treat foreign-official knowledge, approval, or circumvention as legally significant where the witness knew, suspected, or should have known of government connections.
- If a former government official is involved, assess the timing, role, and any cooling-off or revolving-door restrictions as an anti-corruption red flag, as reflected in the source materials or generally recognized compliance practice.
- If a due diligence questionnaire or similar onboarding form was required, evaluate incomplete or misleading disclosures as evidence of evasion, inadequate diligence, or concealment.
- If subcontractor approval was contractually required, analyze whether any engagement occurred without approval and whether the witness knew of, approved, or overlooked it.
- If a personal relationship, family tie, or other conflict could affect oversight, treat it as a potential undisclosed conflict relevant to diligence and supervision.

## 4. Analytical scaffolds
- Start with a formal identification block: interview date, start and end time, location, and all attendees with name, title, and affiliation.
- State the Upjohn warning separately and specifically, including who gave it, in what form, and the witness’s response.
- Provide a witness background section covering tenure, education if relevant to the matter, role, reporting line, and specific responsibilities tied to the investigation.
- Organize the account by investigative topic rather than by document order alone:
  - relationship inception and business purpose;
  - third-party vetting and onboarding;
  - government connections or prior public-service roles;
  - payments, approvals, invoices, and processing;
  - subcontracting and use of intermediaries;
  - questionnaire responses and any omissions;
  - any conflicts of interest or personal connections;
  - communications suggesting knowledge, direction, or evasion.
- For each topic, attribute facts explicitly to the witness using formulations such as “Witness stated,” “Witness recalled,” or “Witness denied.”
- Where the witness’s answer is inconsistent with documents or other evidence, note the discrepancy without overstating it as a factual finding.
- Extract statements that bear on intent, knowledge, authorization, concealment, or circumvention; do not bury them in general narrative.
- When documents are discussed, identify the exhibit or descriptive title, summarize the witness’s recognition or objection, and record any correction, qualification, or clarification the witness gave.
- Reconstruct event timing in sequence when dates matter; if the witness is uncertain, preserve that uncertainty rather than filling the gap.

## 5. Vertical / structural / temporal relationships
- Show the chain from engagement decision to due diligence to approval to payment to any subcontracting or downstream benefit.
- Distinguish the witness’s role from others involved in the relationship, especially where the witness supervised, approved, routed, or escalated issues.
- If timing affects legality or risk, place the witness’s account against the relevant period and explain why the sequence matters.
- Keep separate the company’s process requirements, what the witness says happened, and any later corrective actions.

## 6. Output structure conventions
- Use a memorandum format headed “PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT.”
- Use conventional sections such as:
  - Attendees and Interview Logistics
  - Upjohn Warning
  - Witness Background
  - Witness Account
  - Documents Discussed
  - Counsel Observations
  - Open Questions / Follow-Up
  - Next Steps
- Keep counsel’s impressions in a distinct section; do not blend them into the witness narrative.
- Preserve privilege designations and any Upjohn detail called for by the source materials.
- If the source materials identify controlling legal authorities or compliance rules, cite them by name or section rather than gesturing generally.
- End with an explicit action-oriented follow-up section that identifies who should do what next and by when, using the source materials’ timing anchors where available.
- Do not use a checklist-style issue table unless the source materials clearly call for it; the memo should read like a professional interview record, not an audit worksheet.