King

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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KEVIN KING, et al., :

:

Plaintiffs, : 20-CV-4322 (LGS) (OTW)

:

-against-

: OPINION & ORDER

:

HABIB BANK LIMITED,

:

Defendant. :

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ONA T. WANG, United States Magistrate Judge:

Pending before the Court is the parties’ dispute as to various of Habib Bank Limited’s

(“HBL’s”) privilege log entries. Plaintiffs contest tens of thousands of HBL’s privilege log entries

and seek an order directing HBL to produce documents for each deficient entry. The Court

previously ordered the parties to agree to a sampling process and submit a sample of contested

entries for in camera review. Having review the sample of contested entries in camera, and for

the reasons discussed below, Plaintiffs’ request is GRANTED in part, DENIED in part.

I. BACKGROUND

In the parties’ April 26, 2024, joint status letter, Plaintiffs identified a brewing privilege

dispute concerning as many as 9,000 privilege log entries that they identified as deficient.

(ECF 241 at 3-4). The dispute carried on for several months, (see ECF Nos. 263, 274), and in the

parties’ July 12, 2024, joint status letter, Plaintiffs requested that the Court review in camera a

sample of the disputed entries. (ECF 274). The Court memo endorsed the parties’ July 12 joint

status letter and directed the parties to meet and confer on a methodology and schedule for

sampling the contested privilege log entries. (ECF 281). The Court adopted the parties’

proposed sampling methodology on July 31, 2024, and directed the parties to submit 3-page

briefs and the sample of documents to Chambers by email by August 8, 2024. (ECF 286). The

parties’ submissions were received by email on August 8, 2024.

Ahead of the status conference scheduled for October 9, 2024, the parties filed a joint

agenda on October 4, 2024. (ECF 317). The parties’ joint agenda identified, among other things,

the parties’ ongoing privilege dispute and in camera submissions. Construing the parties’

inclusion of the privilege dispute in the joint agenda as a new request, which was already fully

briefed, the Court then issued an Order on October 8, 2024, denying ECF 317 as moot based on

the parties’ already agreed-upon sampling methodology for contested privilege-log entries.

(ECF 318). The Court’s October 8 Order did not rule on the parties’ ongoing privilege log

dispute.

On April 21, 2025, I directed the parties to file the letters briefs that have been

previously submitted in camera on the docket. (ECF 403). The parties filed their briefs on

April 22, 2025, (ECF 404), and April 23, 2025. (ECF 405).

II. LEGAL STANDARD

A. Privilege Logs Under the Local and Federal Rules

“When a party withholds information otherwise discoverable by claiming that the

information is privileged …, the party must … describe the nature of the documents,

communications, or tangible things not produced or disclosed—and do so in a manner that,

without revealing information itself privilege or protected, will enable other parties to assess

the claim.” WCA Holdings III, LLC v. Panasonic Avionics Corp., 20-CV-7472 (GHW), 2025 WL

1434375, at *3 (S.D.N.Y. May 17, 2025) (citing Fed. R. Civ. P. 26(b)(5)(A)(ii)). Local Rule 26.2 also

sets out the specific information that must included in a privilege log, including: (1) the type of

document; (2) the general subject matter; (3) the date; and (4) the author of the document, the

addresses, and any other recipients. L. Civ. R. 26.2(a)(2)(A).1 A privilege log should also contain

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“a brief description or summary of the contents of the document” and “the privilege or

privileges asserted with respect to the document, and how each element of the privilege is met

as to that document.” WCA Holdings, 2025 WL 1434375, at *3 (citing Sulaymu-Bey v. City of

New York, 372 F. Supp. 3d 90, 93 (E.D.N.Y. 2019)).

When assessing the adequacy of a privilege log, a court must determine whether each

element of the privilege or immunity that is claimed has been met. Id. (citing Norton v. Town of

Islip, 04-CV-3079 (PKC) (SIL), 2017 WL 943927, at *2 (E.D.N.Y. Mar. 9, 2017)). See also Bowne of

N.Y. City, Inc. v. AmBase Corp., 150 F.R.D. 465, 474 (S.D.N.Y 1993) (reasoning that privilege logs

must “identify each document and the individuals who were parties to the communications,

providing sufficient detail to permit a judgment as to whether the document is at least

potentially protected from disclosure.”). “[T]he burden of establishing the elements of the

purported privilege rests on the party asserting the protection from disclosure.” WCA Holdings,

2025 WL 1434375, at *3. If a privilege log entry is too vague, the party asserting privilege may

waive privilege. See McNamee v. Clemens, 2014 WL 1338720, at *4-5 (E.D.N.Y. Apr. 2, 2014)

(holding that “‘unhelpful’ and ‘vague’ descriptions were insufficient to sustain burden of

showing documents were privileged). However, courts typically reserve a finding of waiver for

“flagrant” violations. See Dey, L.P. v. Sepracor, Inc., 07-CV-2353 (JGK) (RLE), 2010 WL 5094406,

at *2 (S.D.N.Y. Dec. 8, 2010).

1 Where not apparent, the party asserting privilege must also include the relationship of the author, addresses, and

recipients to each other. L. Civ. R. 26.2(a)(2)(A).

B. Attorney-Client Privilege

Generally, parties may obtain discovery on any nonprivileged matter that is relevant to

any party’s claim or defense. Fed. R. Civ. P. 26(b)(1). Communications that are protected by the

attorney-client privilege, however, are shielded from discovery. Hayden v. Int’l Bus. Machs.

Corp., 21-CV-2485 (VB) (JCM), 2023 WL 4622914, at *3 (S.D.N.Y. July 14, 2023). “Attorney-client

privilege protects ‘communications (1) between a client and his or her attorney (2) that are

intended to be, and in fact were, kept confidential (3) for the purpose of obtaining or providing

legal advice.’” Id. (quoting U.S. v. Mejia, 655 F.3d 126, 132 (2d Cir. 2011)). Where, as here, a

case contemplates federal and state law claims, federal law governs assertions of privilege.

Fresh Del Monte Produce, Inc. v. Del Monte Foods, Inc., 13-CV-8997 (JPO) (GWG), 2015 WL

3450045, at *2 (S.D.N.Y. May 28, 2015).

Attorney-client privilege only applies where the communication in question is “primarily

or predominantly of legal character.” Egiazaryan v. Zalmayev, 290 F.R.D. 421, 428 (S.D.N.Y.

2013). “Fundamentally, legal advice involves the interpretation and application of legal

principles to guide future conduct or to assess past conduct.” In re County of Erie, 473 F.3d 413,

419 (2d Cir. 2007). Where a party only asserts privilege over a limited portion of a document,

courts in this Circuit “routinely consider the predominant purpose of [the] isolated portion.” In

re Google Digital Advertising Antitrust Litigation, 21-MD-3010 (PKC), 2023 WL 196146, at *2

n. 1 (S.D.N.Y. Jan. 17, 2023). “The burden is on a party claiming the protection of a privilege to

establish those facts that are the essential elements of the privileged relationship,” and they

“must do so by competent and specific evidence, rather than by conclusory or ipse dixit

assertions.” Hayden, 2023 WL 4522914, at *3 (emphasis added).

III. DISCUSSION

A. HBL’s Identification of Counsel on Its Privilege Log

First, Plaintiffs assert that by failing to properly “identify the counsel whose advice

and/or work product is supposedly at issue,” HBL has failed to sustain its burden of showing

privilege over 10,312 various entries, and request that HBL be compelled to produce

documents pertaining to each deficient entry. (ECF 404-1) (Plaintiffs’ 3-page letter brief).

Plaintiffs’ chief complaint is that HBL failed to identify who, among the several individuals listed

among the “From Email,” “To Email,” or “CC Email” columns is the attorney whose advice

and/or work product is the basis of the privilege. (ECF 404-1 at 1). Plaintiffs also suggest that

they cannot “detect which, if any, email domains correspond with law firms,” and that such

“guess work” improperly shifts the burden to Plaintiffs to disprove HBL’s privilege assertions.

(Id.).

The primary case that Plaintiffs rely on, In re Rivastigmine Patent Litig., does not support

such a finding. 237 F.R.D. 69, 84 (S.D.N.Y. 2006). In that case, Judge Francis explained that the

plaintiffs failed to support their privilege claims when they identified “the legal professionals

whose participation g[ave] rise to the privilege claim” as a “department.” Id. at 83. Here, the

entries at issue list a number of individuals, not just a “department” of HBL. Still, the parties’

stipulated protective order sets out that for each entry on a privilege log, the party asserting

the privilege should identify which individual(s), if any, are counsel, (see ECF 88 at 11), and the

sample entries from HBL’s privilege log does not appear to specifically identify which individuals

are counsel. This violation is not so “flagrant,” however, to justify a finding that HBL has failed

to establish privilege over these 10,000+ privilege log entries, see Dey, L.P., 2010 WL 5094406,

particularly given that Plaintiffs could examine the names and emails that HBL has provided and

make a reasoned determination after a simple search to see if any of those individuals are legal

counsel.

Accordingly, Plaintiffs motion is DENIED in part with respect to these entries, but HBL is

directed to revise these privilege log entries to clearly identify the counsel whose advice is at

issue.

B. Documents Withheld on the Basis of Work-Product Protection

Next, Plaintiffs suggest that HBL has failed to carry its burden with respect to 9,023

privilege log entries that claim work-product protection, and ask that HBL be compelled to

produce these documents. (ECF 404-1 at 2). First, Plaintiffs assert that HBL has “broadly claimed

that any communication ‘concerning regulation compliance’ qualifies for work-product

protection, without identifying any anticipated litigation.” (Id.).

“The work-product doctrine is distinct from and broader than the attorney-client

privilege.” Ramchandani v. CitiBank Nat’l Ass’n, 19-CV-9124 (VM) (SDA), 2022 WL 2156225, at

*5 (S.D.N.Y. June 15, 2022). A party asserting work-product protection must show that the

withheld information: (1) is a document “or a tangible thing;” (2) that was prepared in

anticipation of litigation; and (3) by or for a party, or by their representative. Id. The Second

Circuit has adopted a broad definition of “in anticipation of litigation:” “[i]n anticipation of

litigation means that in light of the nature of the document and the factual situation in the

particular case, the document can fairly be said to have been prepared or obtained because of

the prospect of litigation.” Id. (internal quotation marks omitted).

While general regulatory advice may not qualify for work-product protection since such

documents would be prepared in the ordinary course of business, see Durling v. Papa John’s

Int’l, Inc., 16-CV-3592 (CS) (JCM), 2018 WL 557915, at *7 (S.D.N.Y. Jan. 24, 2018),2 documents

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created in response to a regulatory investigation that carries the threat of future litigation may

well qualify for work-product protection. See In re Cardinal Health, Inc. Sec. Litig., C2-04-575

(ALM) (JP), 2007 WL 495150, at *5 (S.D.N.Y. Jan. 26, 2007) (“[T]he Second Circuit has held that

the work product doctrine applies when outside counsel is retained to determine the

vulnerability of the corporation in general to criminal and civil sanctions.”).3 HBL asserts that

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the documents in question are attachments that were created, collected, and sent to outside

counsel for review “as part of the counsel-directed transaction review process” in response to

regulatory investigations. (ECF 405 at 2). The documents that HBL submitted for in camera

review confirm as much—each appear on their face to be related to one or more regulatory

investigations by U.S. federal or state regulatory agencies, and thus covered by the work-

product protection.

In the alternative, Plaintiffs suggest that by destroying the custodial files of Sima Kamil,

a former employee, HBL has engaged in spoliation which justifies disclosure of the 9,023

documents. While some courts have found that, for the purposes of a spoliation analysis, a

party asserting work-product protection implicitly admits that they reasonably anticipated

2 “If, regardless of the prospect of litigation, the document would have been prepared anyway, in the ordinary

course of business or in essentially similar form, it is not entitled to work product protection.” Durling, 2018 WL

557915, at *7.

3 See also In re Woolworth Corp. Secs. Class Action Litig., 1996 WL 306576, at *3 (S.D.N.Y. June 7, 1996) (“All

participants knew when Paul, Weiss became involved [to investigate serious allegations of securities violations]

that litigation—civil, and possibly criminal—as well as regulatory action were virtually certainties.”).

litigation, see Anderson v. Sotheby’s Inc. Severance Plan, 04-CV-8180 (SAS), 2005 WL 2583715,

at *4 (S.D.N.Y. Oct. 11, 2005), the Court declines to find that production of these documents is

an appropriate remedy for the loss of Kamil’s documents. Plaintiffs have failed to explain how

the destruction of an unknown number of certain custodial files (whether intentional or not) is

appropriately remedied by stripping work-product protections from 9,023 documents under

Fed. R. Civ. P. 37(e)(1), or produce any evidence suggesting that the destruction of documents

was done with the “intent to deprive” necessary under 37(e)(2). See Charlestown Capital

Advisors, LLC v. Acero Junction, Inc., 337 F.R.D. 47, 60 (S.D.N.Y. 2020).

Accordingly, Plaintiffs’ motion is DENIED without prejudice with respect to documents

withheld on the basis of work-product protection. The parties are directed to meet and confer

regarding the loss of Kamil’s documents and what remedies, if any, are appropriate.

C. Documents Withheld on the Basis of the Suspicious Activity Report

(“SAR”) Privilege

Plaintiffs assert that for 4,808 entries on HBL’s privilege log, HBL has over-redacted

and/or over-withheld factual and other information not properly subject to a legal privilege or

other protection. (ECF 404-1 at 3). HBL contends that it only redacted or withheld information

regarding the identity and nature of the subject of a SAR, and that the underlying facts,

transactions, and documents have been produced “where that information exists outside the

SAR determination itself.” (ECF 405 at 2).

Under the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq. (“BSA”), and implementing

regulations promulgated by the Financial Crimes Enforcement Network (“FinCEN”)—the agency

with which SARs are filed—national banks are required to file SARs “when they detect a known

or suspected violation of Federal law or a suspicious transaction related to a money laundering

activity or a violation of the [BSA].” 12 C.F.R. § 21.11 (2022). “To create an environment that

encourages a national bank to report suspicious activity without fear of reprisal, the regulations

hold that SARs and any information that would reveal the existence of a SAR, are confidential,

and shall not be disclosed, with limited exceptions.” Trott v. Deutsche Bank, AG, 20-CV-10299

(DEH), 2024 WL 1994342, at *2 (S.D.N.Y. May 6, 2024) (internal citations omitted). The

“underlying facts, transactions, and documents upon which a SAR is based” are not protected

from disclosure. Id. For instance, in Trott, Judge Ho determined that Deutsche Bank’s

“Suspicious Activity Information Forms,” internal documents used to evaluate whether to file a

SAR, were not covered by the SAR Privilege and should be produced. Id. at 2-3.

Having reviewed the sample documents in camera, the Court concludes that HBL has

not over-redacted or over-withheld information. The information redacted is not simply factual

information upon which a SAR is or may be based—rather, the redactions are applied to

information pertaining to SARs themselves or that could be readily used, in combination with

other assumedly available information, to identify a SAR. This information falls squarely under

FinCEN regulations. See 12 C.F.R. § 21.11 (k). HBL’s redactions also appear narrowly tailored.

For example, in log entry 7745, HBL makes a small number of redactions to eight out of 135

pages, all of which appear proper on their face. Moreover, HBL represents that they have

already produced the underlying facts, transactions, and documents on which SARs are based,

outside of the SAR itself.

Accordingly, Plaintiffs’ motion is DENIED with respect to documents redacted and/or

withheld on the basis of the SAR privilege.

D. Documents Concerning Communications to Third Parties

Plaintiffs also assert that HBL has improperly asserted privilege over communications

with five third parties: (1) Accume Partners (“Accume”); (2) Aga Khan Development Network

(“Aga Khan”); (3) Alvarez and Marsal (“A&M”); (4) Institute of Business Administration – Karachi

(“IBA”); and (5) Ernst & Young (“EY”).

1. EY and IBA

HBL asserts that communications with EY and IBA are protected under the Kovel4

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doctrine as communications made in connection with and to help facilitate the provision of

legal advice. (ECF 405 at 3). EY was retained by HBL to assist HBL’s outside counsel, Debevoise &

Plimpton, in connection with improving HBL’s compliance programs and ongoing regulatory

examinations. (Id.). HBL asserts that IBA was retained to facilitate and provide “technical

assistance” for a compliance training provided to HBL’s Board of Directors by Shearman &

Sterling. (Id.).

Under the Kovel doctrine, courts in this Circuit have extended the attorney-client

privilege to communications between a client and a third party that “clarifies or facilitates

communication between attorney and client in confidence for the purpose of obtaining legal

advice from the attorney.” Gucci Am., Inc. v. Guess?, Inc., 271 F.R.D. 58, 70-71 (S.D.N.Y. 2010)

(internal quotation marks omitted). Courts have construed Kovel to include communications

with “investigators, interviewers, technical experts, accountants, physicians, patent agents, and

other specialists in a variety of social and physical sciences.” Id. at 71. For the Kovel doctrine to

4 See U.S. v. Kovel, 296 F.2d 918 (2d Cir. 1961).

apply, “the attorney must have been relying on the third party advisor to translate or interpret

information given to the attorney by his client, not to provide information that the client did

not already have.” Monterey Bay Military Housing, LLC v. Ambac Assurance Corp., 19-CV-9193

(PGG) (SLC), 2023 WL 315072, at *8 (S.D.N.Y. Jan. 19, 2023).

Having reviewed the documents submitted in camera, the Court concludes that the

communications made between HBL, their counsel, and EY were made for the purpose of

clarifying or facilitating the communication of legal advice. Thus, attorney-client privilege does

apply to these communications under the Kovel doctrine. However, nothing about the sampled

communications with IBA submitted in camera suggest that these communications were made

with the purpose of facilitating or clarifying legal advice. The sampled communications with IBA

appear to be related to administrative work (e.g., scheduling)—these communications would

not be privileged if they were sent by HBL’s counsel, and thus there is no privilege to extend to

under Kovel.

Accordingly, Plaintiffs’ motion is GRANTED as to communications with IBA and DENIED

as to communications with EY.

2. A&M and Accume

HBL asserts that communications with A&M and Accume are protected under the

functional-equivalent doctrine as communications with third parties that “perform a corporate

function that was necessary in the context of a government investigation.” (ECF 405 at 3) (citing

In re Copper Market Antitrust Litig., 200 F.R.D. 213, 220 (S.D.N.Y. 2001)).

As Plaintiffs recognize, the Second Circuit has yet to adopt the functional-equivalent

doctrine, and where courts in this Circuit have considered its application, they have done so

with skepticism and cautioned that its application should be construed narrowly, if at all. See

Monterey Bay Military Housing, 2023 WL 315072, at *9; see also Walsh v. CSG Partners, LLC,

544 F. Supp. 3d 389 (S.D.N.Y. 2021) (“The Second Circuit has not yet adopted that doctrine; and

some district courts have expressed skepticism about whether it would do so. This Court will

not attempt to divine the answer to that question here, because even if the doctrine applied, its

requirements would not be met.”); In re Restasis (Cyclosporine Opthalmic Emulsion) Antitrust

Litig., 352 F. Supp. 3d 207, 213 (E.D.N.Y. 2019) (same). Where courts do apply the doctrine, six

factors should be considered:

(1) Whether the consultant had a primary responsibility for a key

corporate job; (2) whether the consultant had a continuous and

close working relationship with the company’s principals on

matters critical to the company’s position in litigation; (3) whether

the consultant is likely to possess information possessed by no one

else at the company; (4) whether the consultant exercised

independent decision-making on the company’s behalf; (5)

whether the consultant served as a company representative to

third parties; and (6) whether the consultant sought legal advice

from corporate counsel to guide his or her work for the company.

Walsh, 544 F. Supp. 3d at 392. “[T]he proponent of the functional equivalent doctrine bears the

burden of establishing that it applies.” Monterey Bay Military Housing, 2023 WL 315072, at *9.

For example, in In re Copper Market, “the court deemed employees of a ‘crisis management’

public relations firm retained by a Japanese company faced with a trading scandal to be

functionally equivalent to the company’s employees. The company hired the firm because it

lacked experience with the Western media, … as well as experience with the publicity that

accompanies high-profile litigation.” In re Restasis, 352 F. Supp. 3d at 213 (citing In re Copper

Market, 200 F.R.D. at 215, 220)). Notably, the public relations firm was authorized to make

decisions on the company’s behalf and “sought advice from corporate counsel to formulate a

public relations strategy.” Id.

HBL has failed to provide a sufficient basis from which the Court can conclude that A&M

and Accume were acting as functional equivalents of the company. For instance, HBL has not

alleged, nor does in camera review of the sample documents suggest, that A&M or Accume

performed a “key corporate job.” While HBL suggests that A&M and Accume were retained to

“address issues raised in the regulatory examinations for which HBL lacked sufficient resources

in-house to manage on its own,” (ECF 405 at 3), HBL has failed to describe its own corporate

structure in relation to the regulatory investigations or what A&M and Accume were even

retained to do. See Walsh, 544 F. Supp. 3d at 393. Nor has HBL asserted that A&M and Accume

were in possession of information that nobody else at HBL possessed, or that they were

empowered to make decisions on behalf of HBL.

Accordingly, HBL has not established that communications with A&M and/or Accume

are protected under attorney-client privilege and the functional equivalent doctrine, and

Plaintiffs’ motion is GRANTED with respect to these documents. HBL is directed to produce

communications with A&M and Accume that were previously withheld on the basis of privilege

and the functional-equivalent doctrine.

3. Aga Khan

Finally, HBL asserts that communications with Aga Khan are privileged because they

were sent by HBL’s general counsel, Nausheen Ahmad, to Shaffiq Dharamshi (“Dharamshi”), a

member of HBL’s Board of Directors who happens to hold a role in Aga Khan.

Generally, communications between an in-house attorney and their client regarding

legal matters is privileged. See In re Signet Jewelers Ltd. Secs. Litig., 332 F.R.D. 131, 137 (S.D.N.Y.

2019). However, in cases involving corporations and in-house counsel, “courts have maintained

a stricter standard for determining whether to protect confidential information through the

attorney-client privilege.” TIG Ins. Co. v. Swiss Reinsurance Am. Co., 21-CV-8975 (NSR) (JCM),

2023 WL 6058649, at *3 (S.D.N.Y. Sept. 18, 2023). Ipse dixit assertions are insufficient to carry a

party’s burden of establishing that a legal privilege applies. Hayden v. Int’l Bus. Machs. Corp.,

21-CV-2485 (VB) (JCM), 2023 WL 4622914, at *3 (S.D.N.Y. July 14, 2023).

Here, even assuming that communications between in-house counsel and a member of

HBL’s Board of Directors to a board member’s e-mail maintained at a separate organization

could still be a privileged communication, review of the documents submitted in camera does

not suggest that these communications are indeed privileged. HBL merely asserts that the

communications are “privileged emails” sent by in-house counsel to Dharamshi in his role as a

director. (ECF 405 at 3). However, none of the sampled documents appear on their face to

provide or relate to the provision of legal advice. Conclusory assertions that the

communications are privileged are insufficient to carry HBL’s burden of demonstrating that the

attorney-client privilege attaches. Hayden, 2023 WL 4622914, at *3.

Accordingly, HBL has not established that communications with Aga Khan are protected

under the attorney-client privilege, and Plaintiffs’ motion is GRANTED as to these documents.

E. Other Categories of Documents

Lastly, Plaintiffs allege that (1) for 15,616 entries on HBL’s privilege log, HBL failed to

identify the author, sender, and/or recipients of the documents; and (2) for 7,196 entries, HBL

failed to describe the nature of the privileged communication and withheld the attachment

because it was attached to a privileged email. (ECF 404-1 at 3). HBL contends that its privilege

log complies with the stipulated protective order and includes metadata such as the author,

sender, and recipients, where available. (ECF 405 at 1). None of the documents submitted for in

camera review pertain to these purportedly deficient categories of privilege log entries, and the

parties agree that in camera review is not necessary for these documents.

Plaintiffs’ motion is DENIED without prejudice to these two remaining categories of

privilege log entries. HBL is directed to re-review and revise its privilege logs to include the

metadata required by the stipulated protective order, and to meet and confer with Plaintiffs.

IV. CONCLUSION

For the foregoing reasons, Plaintiffs’ motion is GRANTED with respect to

communications made to IBA, Aga Khan, A&M, and Accume, and DENIED in all other respects.

HBL is directed to produce communications with IBA, Aga Khan, A&M, and Accume that were

previously withheld on the basis of privilege.

With respect to privilege log entries where Plaintiffs allege HBL failed to identify

counsel, (see Section III.A. supra), HBL is directed to provide Plaintiffs with an exhaustive list of

its lawyers and to re-do its privilege log accordingly to highlight which individual on each entry

is counsel. The parties are encouraged to meet and confer on how to streamline this process.

With respect to the privilege log entries described in Section E above, (see Section III.E.

supra), HBL is directed to re-do its privilege log to include the missing information identified by

Plaintiffs. HBL is reminded that attachments to emails, even where the parent email is

privileged, are only privileged if the attachment itself contains or refers to legal advice. See

Astra Aktiebolag v. Adrx Pharmas., Inc., 208 F.R.D. 92, 103 (S.D.N.Y. 2002) (“Attachments which

do not, by their content, fall within the realm of the privilege cannot become privileged by

merely attaching them to a communication with an attorney.”) (internal quotation marks

omitted).

The parties are directed to continue meeting and conferring on HBL’s revised privilege

log and to discuss ways to prioritize and streamline HBL’s re-review and supplemental

production.

SO ORDERED.

s/ Ona T. Wang

Dated: November 18, 2025 Ona T. Wang

New York, New York United States Magistrate Judge