In the Harrison Ford film “Clear and Present Danger,” the drama opens soon after the murder of American businessman Peter Hardin for allegedly stealing $650 million from a drug cartel. Hardin was a close friend and political ally of U.S. President Bennett. Once the president learns what happened to Hardin, he has a tense conversation with his advisers.

President: The press is going to have a field day with this.

Adviser: No one outside this room knows.

President: They will. They always do.

Adviser: It will come up, you're right about that. When it does, we'll downplay your relationship with Hardin somehow.

Adviser: We'll defuse it.

President: Do you disagree?

Harrison Ford: No. Well, actually, yes! I would go in the other direction. If a reporter asked if you and Hardin were friends, I'd say, “Good Friends!” If they ask if you were good friends, I'd say, “Lifelong Friends!” Give them no place to go, nothing to report. No story. I mean there's no sense defusing a bomb after it's already gone off.

Virtually every witness, in any legal proceeding or investigation, has something they're not comfortable with; something they've done, said, or whatever. Obviously, if it is directly incriminating, that's a very different conversation with counsel. But there is an infinite variety of things that, while not directly incriminating, are nevertheless negative or uncomfortable. In a room full of strangers, on the record, the natural desire is to avoid or minimize it. As President Bennett's adviser suggests, “downplay” it.

In almost every witness situation, that's a bad mistake. Downplaying or dodging can be devastating. First, because fighting over bad facts serves only to emphasize them. Second, because the dodge itself becomes another bad fact, maybe even more dramatic than the original issue. As has been said many times, “the cover-up is worse than the crime.” Preparing witnesses for deposition or other testimony includes convincing them to pick their battles, and to only fight battles that they can win. Anything else is an invitation to disaster.

Every questioner wants the witness to be on the defensive: the witness is then more likely to make mistakes, and if they act defensive, others are far more likely to assume they have something to be defensive about. Don't play their game. For a witness, it's the difference between a defensive mindset (“we were not that close friends really,” “depends on what you mean by good friends,” etc.), and an offensive mindset (“yes, he was a very good friend, we even vacationed together,” 'we were lifelong friends, grew up together playing soccer”). As much as possible, we want our witnesses to play offense. Let's take a closer look.

Step One: Get to Know Your Witness

Whether over a casual meal or in a witness preparation session or in a mock cross-examination, make sure to spend enough time speaking with your client to get to know him or her. This will allow you to figure out what issues give your client heartburn, what issues cause your client to lose focus and become evasive.

Be clear with your client: you are not helping him or by being gentle. It is foolish to avoid topics because they are uncomfortable, embarrassing, or damaging. After all, opposing counsel isn't going to ask your client a bunch of softballs on only helpful subject matters. You and your client must be ready for the most uncomfortable questions on the most problematic topics.

Step Two: All Warts Will Be Exposed

While there are many rules for preparing a witness, one trumps all others: tell the truth, the whole truth, and nothing but the truth. This rule is hard for many to follow, particularly if there are “bad facts” that your client fears will cause damage.

But the real question for you and your client to consider is: what choice do you have? In the age of electronic discovery and social media, there's an easily-discovered paper trail for everything. For example, if your client is asked if he or she communicated regularly with a supervisor, denying it damages the case when opposing counsel presents emails and phone records showing daily communications. If opposing counsel asks your client if a work colleague is also a personal friend, dodging it will appear dishonest when Instagram posts are offered showing a vacation they took together.

Your client must be made to understand that everything he or she has said, thought or done – that is arguably relevant to the case-will likely be discovered and used by the other side. If your client remains skeptical, prove it by running a background check and presenting evidence to your client of a prior arrest, a bad credit report, or some other embarrassing information. Showing your client how easily you discovered problematic evidence will show that opposing counsel will too.

Step Three: Treat Each Question As If It Were the Last

Often the witness knows where the uncomfortable facts are, and worries when they think the questioner is headed in that direction. As a result, as soon as the questioner turns in that direction, or starts to ask background questions leading to it, the witness tenses up, and starts to fight. But the introductory questions may be simple, direct, and irrefutable. If the witness starts fighting on those questions, they will have lost credibility by the time they reach the tougher ones. Their bad answers to the lead-in questions will taint their answer to the conclusory one.

Thus, we tell witnesses, “treat each question as if it were the last one!” Don't worry about where the questioner is going. Wherever they're going, you can deal with it. But if you focus too much on where they're going, you may lose sight of where you are, and give a bad answer to a direct question. The questioner can ask as many questions as they want, but the witness needs to take each question one at a time.

Step Four: Turning Negatives Into Positives

If your client accepts that everything will be uncovered, the final step is to investigate and discover all troubling information you and your client think will be raised. Then find the good side of the issue. Help your client understand that if he or she had clear and proper motivations, your client's actions and motivations can he embraced as good things, done and said for good reasons. In other words, turn lemons into lemonade.

Every lawyer who works with witnesses has seen it: a witness lies about, or tries to obscure, uncomfortable facts. It's a natural human reaction, and we do it all the time in conversation. But, as we tell every witness, “this is not a conversation!” What might be acceptable “white lies” in conversation may be perjury here. And what might be a simple dodge in conversation, may be a devastating cover-up in testimony. Embrace the truth: good, bad, or indifferent. As Harrison Ford's character said, “give them no place to go … no story.”

Dan Small is a partner in the Boston and Miami offices of Holland & Knight. The former federal prosecutor is the author of “Preparing Witnesses,” (ABA, 4th edition, 2014), and teaches continuing legal education programs around the country.

Michael E. Hantman is a Miami partner with the firm. The former assistant attorney general focuses on white collar criminal defense, internal corporate investigations, compliance and complex business litigation. Both are members of Holland & Knight's white collar defense and investigations team and may be reached at [email protected] and [email protected].