Today's column is my extension of a memo originally written by my former trial partner, Sheldon Davidson, who served with me in the U.S. Department of Justice Chicago Strike Force. We were responsible for sending out agents to conduct many interviews such as those described below.

Interview from Viewpoint of the Corporate Executive

At about 2 p.m. Oct. 15, you, the CEO and president of a large corporation, return from a lengthy business lunch with other members of a trade association to which your company belongs. Waiting in the reception area of your office are two FBI agents. The agents state that they need some information and would appreciate your help in resolving certain issues about which they have been asked to inquire. You had no prior notice that the agents were coming to your office to conduct an interview. The agents are polite but are persistent in requesting to speak with you and you do not want to appear uncooperative. You reason that if you can handle the difficult aspects of your multimillion-dollar corporation, you certainly can respond to inquiries by two federal employees who certainly do not have, in your opinion, the same financial and business background that you have.

The meeting is cordial. While one agent asks questions, the other takes copious notes but makes little comment. The agent asks a number of questions about how your industry is structured and organized, how the trade association operates, and how often you meet with competitors. You answer generally that you attend some trade associations' meetings, have the telephone numbers and addresses of CEOs of competing companies, and sometimes talk to them at trade shows or at other meetings throughout the year. During the course of the meeting, the questions become more pointed and are directed to particular meetings that you attended, recent conversations with other CEOs, and correspondence with competitors. Some of the questions are easily deflected. When you think that the agents are inquiring about sensitive areas, you give them a little bit of double talk, mixed in with a few less-than-specific statements, and generally try to get them off the trail and onto other items that you can handle more easily. You are deliberately vague as to contract dates, bid specifications, and other materials that you regularly discuss with competitors and generally say “I don't remember” or “I don't know” in an attempt to short-circuit further inquiries. You are vague about meetings with other CEOs.

The agents play a tape recording of you and another CEO discussing competitive pricing. They ask you to identify your voice on the tape recording. You wonder how they obtained such a recording, but you don't ask and they offer no explanation. They warn you that providing false information to them could result in you being charged with serious criminal offenses. You deny any wrongdoing and convey that the tape recording is nothing more than general business discussions.

A Call to the Company Lawyer

You decide to excuse yourself from the meeting because you claim that you have to make a phone call. In fact, you leave to go to another executive's office and call your company lawyer who is employed by an outside law firm. You inform your counsel about what has occurred and inquire if he has any advice to give you. Although your company attorney is not a criminal lawyer, out of an abundance of caution, he informs you that he thinks you should terminate the interview immediately and not make any further statements. As a businessman, you find this advice difficult to accept. After all, as in any business, any delay in responding to a problem will not resolve the issue but merely postpone it to a later date. How can responding to the agents' questions not be in your best interest when the termination of the interview, at this point, might be considered by them as an admission of guilt?