Full opinion text
OPINION OF THE COURT AMBRO, Circuit Judge. ABC Corp., John Doe 1, and John Doe 2 are subjects of an ongoing grand jury investigation into an alleged criminal tax scheme. As part of that scheme, ABC Corp., under the direction of John Doe 1 and John Doe 2, purchased and subsequently sold numerous companies. These consolidated appeals concern whether documents and testimony relating to legal advice obtained by ABC Corp. in connection with these transactions are shielded by the attorney-client and work product privileges. When ABC Corp. objected that the Government had improperly served a subpoena for documents on ABC Corp., the Government issued grand jury subpoenas for those documents to ABC Corp.’s current outside counsel—LaCheen, Wittels & Greenberg, LLP, and Blank Rome, LLP. Later, it also served subpoenas for documents and testimony on three attorneys formerly employed by ABC Corp. as in-house counsel. In each instance, the firms and counsel asserted attorney-client and work product privileges on ABC Corp.’s behalf, the Government moved to enforce the subpoenas, and ABC Corp. opposed the motion as the purported privilege holder. The District Court granted the Government’s motions to enforce based in part on the crime-fraud exception, which permits the Government to obtain access to otherwise privileged communications and work product when they are used in furtherance of an ongoing or future crime. Finding that the requested communications and work product either did not qualify as privileged or that any protection afforded was vitiated by this exception, the Court largely rejected ABC Corp.’s privilege claims and issued corresponding disclosure orders—the first directed to ABC Corp., LaCheen Wittels, and Blank Rome in March 2012 (the “March Order”), and the second directed to the three in-house counsel in June 2012 (the “June Order”). ABC Corp. seeks to appeal these Orders. Disclosure orders are not normally immediately appealable final decisions. To obtain immediate appellate review, a privilege holder must disobey the court’s order, be held in contempt, and then appeal the contempt order. That has not happened here. ABC Corp. argues nonetheless that it can appeal under an exception to the contempt rule established in Perlman v. United States, 247 U.S. 7, 38 S.Ct. 417, 62 L.Ed. 950 (1918). Under Perlman, a privilege holder may immediately appeal an adverse disclosure order when the traditional contempt route is unavailable to it because the privileged information is controlled by a disinterested third party who is likely to disclose that information rather than be held in contempt for the sake of an immediate appeal. We disagree that we have jurisdiction to hear ABC Corp.’s appeal from the March Order. It directs both ABC Corp. and the law firms to produce the withheld documents. While Blank Rome is in physical possession of them, it is holding them at the behest of ABC Corp. If ABC Corp. wants immediate appellate review, it can take possession of the documents, defy the disclosure Order, and appeal any resulting contempt sanctions. Because it has not yet taken these steps, we dismiss its appeal from the March Order for lack of appellate jurisdiction. We agree, however, that we have jurisdiction to hear ABC Corp.’s appeal from the June Order, which is directed solely to its former in-house counsel. ABC Corp. cannot be held in contempt of this Order because it does not direct ABC Corp. to take or refrain from any action. And there is no indication that ABC Corp.’s former employees are anything but disinterested third parties unwilling to be held in contempt to vindicate its purported privilege. We therefore reach the merits of ABC Corp.’s appeal from the June Order. ABC Corp. alleges a series of problems with that Order: (1) the Court applied the wrong standard of proof in determining whether the Government made a sufficient showing to support application of the crime-fraud exception; (2) no matter the proof required, the Court wrongly found that the Government satisfied its burden; (3) the Court erred in applying the crime-fraud exception to work product generated by the in-house counsel because there is no suggestion these attorneys were involved in the alleged criminal scheme; and (4) with respect to five particular documents, the Court ruled incorrectly that they either did not qualify as privileged or were subject to the crime-fraud exception. We sympathize with the difficult position of ABC Corp.’s attorneys. They are arguing against the applicability of the crime-fraud exception without knowledge of the underlying evidence for that exception. Because this evidence would reveal aspects of the grand jury’s investigation and thus cannot be made public, the District Court filed its March and June Orders under seal and provided only redacted copies to the parties. See Fed.R.Crim.P. 6(e)(2). Though we limit our discussion to background facts already disclosed to both parties in order to maintain this secrecy, we have received and closely reviewed unre-dacted versions of the Orders, as well as secret grand jury information submitted ex parte by the Government. On the basis of that review, we affirm the District Court’s June Order. I. Background A. The Alleged Criminal Scheme ABC Corp., John Doe 1, and John Doe 2 are subjects of an ongoing grand jury investigation that seeks to determine whether they and others undertook fraudulent business transactions in order to evade federal income taxes. ABC Corp. is an administratively “dissolved” corporation. It was formed in early 2004 and it ceased business operations in late 2005. John Doe 1 was the company’s President and sole (though indirect) shareholder. John Doe 2, who was also affiliated with the company, is his son. During ABC Corp.’s existence, it acquired companies with large cash accounts, few or no tangible assets, and considerable tax liabilities. ABC Corp. would transfer these target companies to two limited liability companies. According to the Government, shortly thereafter the limited liability companies would engage in various transactions that had the effect of fraudulently eliminating the target companies’ tax liabilities. Having done so, John Doe 1 and John Doe 2 would then divert the target companies’ cash assets to themselves and their family members. B. The District Court’s March Order In December 2010, the grand jury issued a subpoena to ABC Corp.’s former vice president of corporate acquisitions as the company’s custodian of records. The subpoena sought all records relating to transactions and business dealings between ABC Corp. and specific entities, including the two limited liability companies implicated in the alleged criminal scheme. At some time the Government received access to, or copies of, ABC Corp. documents from a law firm that previously represented the company. The firm withheld documents that ABC Corp. claimed were privileged but did not supply the Government with a privilege log. ABC Corp. subsequently changed representation. LaCheen Wittels now represents ABC Corp. and John Doe 1, while Blank Rome represents John Doe 2. As is often the case, the grand jury subjects have a joint-defense agreement in place. Following this change in representation, the documents that had been held by ABC Corp.’s former outside counsel were transferred to Blank Rome. The documents were transferred to Blank Rome rather than LaCheen Wittels because, according to ABC Corp., LaCheen Wittels does not have sufficient space to store the documents. After the documents were transferred, ABC Corp. provided the Government with a privilege log in April 2011 for the documents it was withholding. Despite previously producing documents and providing this privilege log, ABC Corp. for the first time also took the position that the Government had not effectively served the subpoena on its former vice president. To address any problems arising from its alleged service error, the Government served grand jury subpoenas on LaCheen Wittels and Blank Rome. The subpoenas sought all documents relating to ABC Corp. that Blank Rome received from ABC Corp.’s former outside counsel. In response to these subpoenas, Blank Rome produced approximately 24 boxes of documents. It continued to withhold, however, the documents listed in the April 2011 privilege log, and ABC Corp. provided the Government with another privilege log in June 2011 for additional documents withheld. Thereafter the Government filed a motion to enforce the subpoenas, requesting that ABC Corp., Blank Rome, and La-Cheen Wittels be required to disclose 171 of the 303 documents identified in the privilege logs. It argued that even if the documents were otherwise entitled to protection under the attorney-client privilege and work product doctrine, the crime-fraud exception wipes away that protection. The March Order directed ABC Corp., Blank Rome, and LaCheen Wittels to produce 167 of the 171 requested documents. The District Court concluded that the crime-fraud exception barred ABC Corp.’s privilege and work product claims. It did not resolve whether the Government had properly served ABC Corp. Five days later, ABC Corp., John Doe 1, John Doe 2 filed a timely notice of appeal and a motion for a stay of the District Court’s order pending appeal. We granted the stay and expedited the appeal. In May 2012, we issued an opinion and judgment dismissing the appeal for lack of jurisdiction because ABC Corp. could receive immediate appellate review by taking possession of the documents, refusing to produce them, and then appealing any contempt sanctions imposed by the District Court. We left it to ABC Corp., the Government, and the District Court to select a procedure for transferring the documents from Blank Rome to ABC Corp. if it still wished to pursue a contempt appeal. Shortly after our May 2012 order issued, the parties had a conference call with Judge Bartle to discuss how to transfer the documents from Blank Rome to ABC Corp. Following that call, Blank Rome sent a letter to the Government proposing two potential mechanisms for permitting ABC Corp. to seek appellate review following a contempt sanction: (1) Blank Rome could transfer possession of the privileged documents to the Clerk of the Court, who would hold the documents until ABC Corp. either decided not to be held in contempt or until after final appellate review; or (2) the Government could stipulate that even if the documents remained in the physical possession of Blank Rome, they are being held by that firm as an agent for ABC Corp. Under either scenario, if ABC Corp. decided to refuse to comply with the disclosure order, only it would be subject to contempt sanctions. The Government, in a letter dated May 30, 2012, rejected both of these proposals “because they provide no avenue for a meaningful contempt sanction.” It also noted its belief that the law firms could still be held in contempt for not producing the documents if the parties could not come to an agreement on how to transfer the documents. After we granted its motion to lift the stay in this case on June 5, 2012, the Government sent a letter to Judge Bartle enclosing a proposed order outlining a procedure for transferring the documents. If entered, it would require Blank Rome either to (1) appear in court and produce the documents at issue to the Government or (2) appear in court and produce documents to a representative of ABC Corp. who was willing and authorized to (a) accept service on behalf of ABC Corp., (b) take custody of and maintain the transferred documents until produced to the Government, and (c) suffer significant contempt sanctions. The District Court was unable to act on the proposed order, however, because we reinstated the stay on June 6, 2012. ABC Corp., John Doe 1, and John Doe 2 subsequently filed a petition for panel rehearing or rehearing en banc. We granted the petition for a panel rehearing to revisit, in light of the developments on remand, our holding that we lacked jurisdiction under Perlman to hear this appeal. C. The District Court’s June Order In December 2011 grand jury subpoenas were issued to three attorneys formerly employed by ABC Corp. as in-house counsel. Each of the attorneys received two subpoenas, one seeking testimony and documents from that attorney in his or her individual capacity and one seeking documents and testimony from him or her as a custodian of records for ABC Corp. In response to these subpoenas, the attorneys withheld 45 documents and refused to testify as to certain matters on the grounds that the information sought is shielded from production by the attorney-client privilege and the work product doctrine. When the Government subsequently filed a motion to enforce the subpoenas, ABC Corp., who successfully intervened to contest the subpoena, opposed that motion on the same grounds. The June Order reaffirmed the District Court’s prior crime-fraud ruling. The Court required the in-house counsel to produce 11 of the 45 withheld documents, finding that they were either not privileged at all or that any privilege was vitiated by the crime-fraud exception. It also instructed the attorneys to testify about transactions involving the target companies that ABC Corp. ultimately sold to the two limited liability companies implicated in the alleged criminal scheme. ABC Corp., John Doe 1, and John Doe 2 subsequently filed a notice of appeal and the District Court granted a stay of then-order pending appeal. We consolidated the appeals of the District Court’s March and June Orders. II. Standing Although the Government does not challenge Appellants’ standing, we are obliged to address it sua sponte. FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 230-31, 110 S.Ct. 596, 107 L.Ed.2d 603 (1990) (quoting Anthony v. Council, 316 F.3d 412, 416 (3d Cir.2003)). A person has standing to challenge a grand jury subpoena issued to another when he has a “sufficiently important, legally-cognizable interest ] in the materials or testimony sought.” In re Grand Jury, 111 F.3d 1066, 1073 (3d Cir.1997) (collecting cases). ABC Corp. has standing to challenge the grand jury subpoenas because it claims attorney-client and work product privileges in the documents and testimony at issue. Id. John Doe 1 and John Doe 2, in contrast, do not hold any privilege in the sought-after documents or testimony and have not asserted any other interest in them. They therefore lacked standing to oppose the Government’s motion to enforce the subpoenas, and do not have standing to appeal the District Court’s resulting Orders. III. Jurisdiction The District Court had jurisdiction under 18 U.S.C. § 3231. Although our jurisdiction is in dispute, we have the jurisdiction to decide that dispute. Alaka v. Att’y Gen., 456 F.3d 88, 94 n. 8 (3d Cir.2006). A. Finality and the Contempt Rule “[T]he right to a judgment from more than one court is a matter of grace and not a necessary ingredient of justice .... ” Cobbledick v. United States, 309 U.S. 323, 325, 60 S.Ct. 540, 84 L.Ed. 783 (1940). Congress has bestowed this grace by granting the courts of appeals jurisdiction over “final decisions” of the district courts. 28 U.S.C. § 1291. Whether a decision is “final” depends on its effects. Marcus v. Twp. of Abington, 38 F.3d 1367, 1370 (3d Cir.1994). “Ordinarily, a final decisión will have two effects. First, the decision will fully resolve all claims presented to the district court. Second, after the decision has been issued, there will be nothing further for the district court to do.” Aluminum Co. of Am. v. Beazer East, Inc., 124 F.3d 551, 557 (3d Cir.1997) (citing Catlin v. United States, 324 U.S. 229, 233, 65 S.Ct. 631, 89 L.Ed. 911 (1945)). When a district court orders a witness—whether a party to an underlying litigation, a subject or target of a grand jury investigation, or a complete stranger to the proceedings—to testify or produce documents, its order generally is not considered an immediately appealable “final decision!]” under § 1291. See United States v. Ryan, 402 U.S. 530, 532-34, 91 S.Ct. 1580, 29 L.Ed.2d 85 (1971); Cobbledick, 309 U.S. at 326-29, 60 S.Ct. 540; Alexander v. United States, 201 U.S. 117, 118-22, 26 S.Ct. 356, 50 L.Ed. 686 (1906). It is well settled that a witness who “seeks to present an objection to a discovery order immediately to a court of appeals must refuse compliance, be held in contempt, and then appeal the contempt order.” Church of Scientology of Cal. v. United States, 506 U.S. 9, 18 n. 11, 113 S.Ct. 447, 121 L.Ed.2d 313 (1992) (citing Ryan, 402 U.S. 530, 91 S.Ct. 1580); see also Cobbledick, 309 U.S. at 326-29, 60 S.Ct. 540; Alexander, 201 U.S. at 118-22, 26 S.Ct. 356; DeMasi v. Weiss, 669 F.2d 114, 121-23 (3d Cir.1982). A district court’s contempt order is itself immediately appealable because it is a final judgment imposing penalties on the willfully disobedient witness in what is effectively a separate proceeding. The contempt route to an immediately appealable final decision is a firmly established feature of federal appellate procedure, stretching back to at least the Supreme Court’s 1906 decision in Alexander, but the decision to travel that route must not be made lightly. The Supreme Court has consistently held that the necessity for expedition in the administration of the criminal law justifies putting one who seeks to resist the production of desired information to a choice between compliance with a trial court’s order to produce prior to any review of that order, and resistance to that order with the concomitant possibility of an adjudication of contempt if his claims are rejected on appeal. Ryan, 402 U.S. at 533, 91 S.Ct. 1580 (citations omitted). The rule, “though at times a harsh one, was formulated to discourage appeals in all but the most serious cases.” In re Grand Jury Proceedings, 604 F.2d 798, 800 (3d Cir.1979). Requiring a person who objects to a disclosure order to “refuse to comply, be subjected to sanctions in contempt, and then appeal from the sanctions ...[,] puts the objecting person’s sincerity to the test by attaching a price to the demand for immediate review.” Wilson v. O’Brien, 621 F.3d 641, 643 (7th Cir.2010). It forces the objector to weigh carefully the likelihood of success of its challenge to the underlying disclosure order against the seriousness of the sanctions it would face—whether incarceration, a hefty monetary fine, or some other penalty—if it disobeys the order to disclose. It also forces the objector to assess the importance it attaches to avoiding the ordered disclosure and protecting any associated privileges. B. The Perlman Exception to the Contempt Rule In Perlman v. United States, 247 U.S. 7, 38 S.Ct. 417, 62 L.Ed. 950 (1918), the Supreme Court carved out an exception to the rule that a privilege holder must stand in contempt of a disclosure order before an immediate appeal may be taken. Louis Perlman testified on behalf of his company in a patent infringement suit in District Court. Id. at 8, 38 S.Ct. 417. When the company moved to dismiss its suit without prejudice, the District Court granted the company’s motion, but it ordered the court clerk to impound the exhibits Perlman used during his testimony and to maintain them under seal. Id. at 8-9, 38 S.Ct. 417. Soon after, the Government began a grand jury investigation of Perlman, suspecting him of perjury during his prior testimony. Id. at 11-12, 38 S.Ct. 417. To assist in the investigation, the Government sought an order from the District Court directing the court clerk to produce the exhibits Perlman used during his testimony. Id. at 9-10, 38 S.Ct. 417. Perlman objected, claiming that use of the exhibits as a basis for indictment against him would be an unreasonable search and seizure and would make him a compulsory witness against himself in violation of the Constitution’s Fourth and Fifth Amendments. Id. at 10, 13, 38 S.Ct. 417. The District Court rejected Perlman’s challenge and ordered the clerk to produce the exhibits to the Government. Id. at 10-11, 38 S.Ct. 417. When Perlman ultimately appealed to the Supreme Court, which heard the case under its then-obligatory appellate jurisdiction, the Government argued that the District Court’s disclosure order was not appealable. Id. at 12, 38 S.Ct. 417. The Supreme Court disagreed, saying only that [t]he second contention of the government is somewhat strange, that is, that the order granted upon its solicitation was not final as to Perlman but interlocutory in a proceeding not yet brought and depending upon it to be brought. In other words, that Perlman was powerless to avert the mischief of the order but must accept its incidence and seek a remedy at some other time and in some other way. We are unable to concur. Id. at 12-13, 38 S.Ct. 417. Though the Perlman doctrine’s reach has not been set precisely by the Supreme Court, it generally permits an interlocutory appeal of a disclosure order if it is directed at a disinterested third party lacking a sufficient stake in the proceeding to risk contempt by refusing compliance. See Church of Scientology, 506 U.S. at 18 n. 11, 113 S.Ct. 447; United States v. Nixon, 418 U.S. 683, 691, 94 S.Ct. 3090, 41 L.Ed.2d 1039 (1974). In that circumstance, the privilege holder is allowed to appeal immediately without suffering contempt sanctions because the privilege holder cannot itself disobey the disclosure order and the third party to whom the disclosure order is directed is unlikely to do so on its behalf. See In re Grand Jury Empanelled Aug. 14, 1979, 638 F.2d 1235, 1237 (3d Cir.1981) (explaining that the privilege holder in Perlman and its progeny “were not the targets of the subpoena itself, which meant that the contempt route for obtaining an appeal was not available to them”); In re Grand Jury Applicants, 619 F.2d 1022, 1025 (3d Cir.1980) (explaining that “the Alexander-Cobbledick-Ryan [contempt] rule restricting appellate review is limited to situations where the contempt route to a final order is available to the appellant”); In re Grand Jury Proceedings, 604 F.2d at 800-01 (permitting Perlman appeal where the disclosure order adverse to the attorney-client privilege was not directed to the privilege holder); In re Air Crash at Belle Harbor, N.Y. on Nov. 12, 2001, 490 F.3d 99, 105-06 (2d Cir.2007); Wilson, 621 F.3d at 642-43; In re Motor Fuel Temperature Sales Practices Litig., 641 F.3d 470, 485-86 (10th Cir.2011). C. Mohawk and its Effect on Perlman In addition to contempt and Perl-man appeals, some courts permitted privilege holders to take immediate appeals of adverse privilege determinations if they could satisfy the requirements of the collateral order doctrine. The doctrine, first announced in Cohen v. Beneficial Industrial Loan Corp., 337 U.S. 541, 69 S.Ct. 1221, 93 L.Ed. 1528 (1949), provides that there is a small class of collateral rulings that, although they do not terminate the litigation, are appropriately deemed final under § 1291. Id. at 545-46, 69 S.Ct. 1221. “That small category includes only decisions [1] that are conclusive, [2] that resolve important questions separate from the merits, and [3] that are effectively unreviewable on appeal from the final judgment in the underlying action.” Swint v. Chambers Cnty. Comm’n, 514 U.S. 35, 45, 115 S.Ct. 1203, 131 L.Ed.2d 60 (1995). In Mohawk Industries, Inc. v. Carpenter, 558 U.S. 100, 130 S.Ct. 599, 175 L.Ed.2d 458 (2009), however, the Supreme Court held that disclosure orders adverse to the attorney-client privilege do not qualify for immediate appeal under the collateral order doctrine. Focusing exclusively on the third requirement of the collateral order doctrine, the Mohawk Court held that “collateral order appeals are not necessary to ensure effective review of orders adverse to the attorney-client privilege” where the privilege holder is a party to the litigation because “postjudgment appeals generally suffice to protect the rights of litigants and assure the vitality of the attorney-client privilege.” Mohawk, 130 S.Ct. at 606. “Appellate courts can remedy the improper disclosure of privileged material in the same way they remedy a host of other erroneous evidentiary rulings: by vacating an adverse judgment and remanding for a new trial in which the protected material and its fruits are excluded from evidence.” Id. at 606-07. The Government argues that this decision narrows the traditionally understood scope of the Perlman doctrine to instances where effective postjudgment review is unavailable. Deciding whether Mohawk precludes our jurisdiction in this case—where the privilege holder, ABC Corp., is a subject of a grand jury investigation— prompts two distinct inquiries. The first is whether Mohawk, which dealt with the collateral order doctrine, applies to the Perlman rule at all. Other courts of appeals—see Holt-Orsted v. City of Dickson, 641 F.3d 230, 236-40 (6th Cir.2011); United States v. Krane, 625 F.3d 568, 572-73 (9th Cir.2010); Wilson, 621 F.3d at 642-43—have concluded that the Supreme Court’s reasoning in Mohawk about the effective reviewability of disclosure orders that would break the attorney-client privilege applies equally to Perlman so long as the privilege holder is a party to an underlying litigation. When that is the case, those claims can be reviewed effectively postjudgment, making immediate appeals unnecessary. Assuming Mohawk narrows Perlman at all, the second inquiry is whether this reasoning extends to prohibit Perlman appeals from grand jury investigations. An order requiring the disclosure of privileged materials arguably is as effectively reviewable, absent an immediate appeal, for subjects of a grand jury investigation as it is for parties in civil litigation. If the grand jury’s investigation leads to an indictment and later a conviction, we can remedy an “improper disclosure of privileged material ... by vacating the adverse judgment and remanding for a new trial in which the protected material and its fruits are excluded from evidence.” Mohawk, 130 S.Ct. at 606-07. Of course, this may not always be the case. A subject of a grand jury investigation may not actually have an opportunity for post-conviction review of a disclosure order; he may never be indicted, the charges may be dismissed, or he may be acquitted. The same is often true in civil litigation, however. After an unfavorable privilege ruling, a civil litigant may nonetheless settle, obtain summary judgment, or win a favorable verdict, leaving the privilege broken and the District Court’s ruling unchallenged. Regardless, we decline to hold that the Supreme Court narrowed the Perlman doctrine—at least in the grand jury context—sub silentio. See Hohn v. United States, 524 U.S. 236, 252-53, 118 S.Ct. 1969, 141 L.Ed.2d 242 (1998) (“Our decisions remain binding precedent until we see fit to reconsider them, regardless of whether subsequent cases have raised doubts about their continuing vitality.”); Rodriguez de Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477, 484, 109 S.Ct. 1917, 104 L.Ed.2d 526 (1989) (“If a precedent of this Court has direct application in a case, yet appears to rest on reasons rejected in some other line of decisions, the Court of Appeals should follow the case which directly controls, leaving to this Court the prerogative of overruling its own decisions.”). Perlman himself sought to prevent the disclosure of documents to a grand jury that was conducting an investigation into whether he committed perjury in a patent infringement action. The Supreme Court has not subsequently suggested that Perlman’s status as a grand jury subject would today deny him immediate appellate review and the Mohawk Court gave no clear indication that this was a consequence of its intended holding. It did not discuss, mention, or even cite Perlman, a fact that is not that surprising given that the Perlman doctrine and the collateral order doctrine recognize separate exceptions to the general rule of finality under § 1291. See Krane, 625 F.3d at 572. The Government argues that we should nonetheless hold that the Mohawk Court narrowed Perlman because “Mohawk’s description of the final-judgment rule relied on ... precedent regarding what it means for an order to be effectively ‘final,’ and this precedent indisputably includes Perl-man.” Government’s Br. at 26 (Aug. 31, 2012). The Government cites Ryan for its statement that all appeals under § 1291— which includes both collateral order and Perlman appeals—should be limited to “cases where denial of immediate review would render impossible any review whatsoever of an individual’s claims.” 402 U.S. at 533, 91 S.Ct. 1580; see also Cobbledick, 309 U.S. at 328, 60 S.Ct. 540 (noting that the “analysis of finality” applied in Cob-bledick is “illustrated” by Perlman). In the same passage of Ryan, however, the Court described Perlman—a case where the privilege holder was a grand jury subject—as satisfying the finality requirement. 402 U.S. at 533, 91 S.Ct. 1580. We cannot say that the Supreme Court has abandoned that determination on the basis of a later case, Mohawk, that never cites, let alone discusses, Perlman. If and when that Court next hears a case involving the Perlman doctrine, it may well hold that the doctrine does not allow grand jury subjects to receive immediate appellate review of adverse privilege determinations. And, given the need for judicial efficiency in the criminal context, such a decision may be justifiable. We will not, however, intrude on the Supreme Court’s prerogative to make that determination. We therefore conclude that the Perlman exception remains viable. D. Jurisdiction over Appeal from the District Court’s March Order We dismiss ABC Corp.’s appeal of the District Court’s March Order because the contempt route remains open to it. It is subject to a Court Order to produce the documents. Although the documents are in the physical possession of Blank Rome, they are ABC Corp.’s documents and are under its legal control. See In re Grand Jury, 821 F.2d 946, 951 (3d Cir.1987) (“A party’s lack of possession or legal control over documents requested by a subpoena is normally a valid defense to a subpoena and justification for a motion to quash.”); In re Marc Rich & Co., A.G., 707 F.2d 663, 667 (2d Cir.1983) (“The test for the production of documents is control, not location.”). ABC Corp. is responsible for deciding whether to produce or withhold the documents, and could properly be held in contempt for directing the law firms to withhold them. The situation is complicated because the Court’s Order is also directed at ABC Corp.’s outside counsel, exposing them to potential contempt sanctions if they do not comply with it. We recognize that production of the documents by the law firms, despite an instruction from ABC Corp. to withhold them, might as a practical matter avert any need for the Government to seek contempt sanctions against ABC Corp. When we first heard oral argument in this case, the Government, in an attempt to address this concern, indicated that it would not seek contempt sanctions against the law firms if the documents were transferred from Blank Rome to ABC Corp.’s possession. We agreed that this course of action would take care of our concern, and instructed ABC Corp., the Government, and the District Court to resolve a plan for transferring the documents. Unfortunately, piecemeal consensus dissolved to dissonance. ABC Corp. and the Government were unable to agree on a mechanism to transfer the documents. While ABC Corp. believes it sufficient for Blank Rome to transfer the documents generally to the possession of ABC Corp., the Government believes any resulting contempt sanctions against ABC Corp. in that circumstance would be meaningless because the company is defunct. Instead, the Government wants the documents to be transferred to a designated representative of the company who is personally willing to suffer significant contempt sanctions. According to ABC Corp., this inability to agree indicates we were wrong that the contempt route remains open to it. That the parties were unable to resolve this dispute amicably, however, does not mean that the contempt route is foreclosed. The District Court—which was previously hamstrung due to our imposition of a stay of its March Order—is no doubt capable of resolving this dispute for the parties. We now lift the stay to free the Court to resolve this matter. If ABC Corp. continues to want to pursue a contempt appeal, the Court should determine an appropriate mechanism for transferring the documents from Blank Rome to ABC Corp. While we do not dictate what contempt sanctions the Court imposes or how the documents are transferred, it should effect a transfer that permits it to impose sanctions sufficient to put ABC Corp.’s “sincerity to the test” in determining whether to pursue the contempt route. In re Grand Jury Proceedings, 604 F.2d at 800; see also Wilson, 621 F.3d at 643. This may mean, as the Government requests, that the documents are transferred to a representative of ABC Corp. rather than into its general possession. In the normal course, a court can impose sanctions, including monetary fines and incarceration, against a disobedient corporate entity or any corporate officer responsible for the corporation’s refusal to obey. See Carol A. Jones, 10A Fletcher Cyc. Corp. § 5069 (Thomas Reuters 2011); Reich v. Sea Sprite Boat Co., Inc., 64 F.3d 332, 334 (7th Cir.1995); Elec. Workers Pension Trust Fund of Local Union # 58 v. Gary’s Elec. Serv. Co., 340 F.3d 373, 382 (6th Cir.2003); NLRB v. Maine Caterers, Inc., 732 F.2d 689, 691 (1st Cir.1984). If ABC Corp., as a defunct corporation, is nothing more than a ghost without officers or property, these normally effective sanctions may be meaningless. Accordingly, the Court may, in its discretion, designate a representative of ABC Corp. to receive delivery of the documents or require ABC Corp. to do so. ABC Corp. argues that “[t]here is no one who is ready, willing, or able, under these circumstances, to receive the documents and suffer incarceration to vindicate the privilege rights of [ABC Corp.]” Appellants’ Br. at 32 (Aug. 17, 2012). This proves too much. Corporations act through and are controlled by individuals. There must be some person or persons directing ABC Corp. to assert privilege over the withheld documents. If those person(s) are unwilling to suffer contempt sanctions, this only points out that the privilege holder has weighed its chances of success on appeal against the seriousness of the sanctions it will face for disobeying the District Court’s Order, and determined that it is unwise to seek immediate appeal. We stress that if the documents are transferred pursuant to court order (or an eleventh hour agreement between the parties), the law firms—absent bad faith dealings—should not be the target of any sanctions. We are confident that the Government, consistent with its representations to us, will not seek to hold the law firms in contempt in that event. And no doubt the District Court appreciates this difficult predicament. ABC Corp. cautions that refusing to hear this appeal would “essentially destroy[] the Perlman doctrine” because “Perlman can now be defeated if the government or another litigant simply names the privilege holder in the motion to compel and includes the privilege holder in the compulsion order, even where the privilege holder is not in possession of the subpoenaed documents.” Appellants’ Br. at 36. This concern is overstated. Our reasoning would only prevent an appeal where a privilege holder subject to a disclosure order retains legal control of the documents that are in the physical possession of another and the Government has agreed that the documents can be transferred to the privilege holder without the transferor risking contempt. Although the Government may be wise in the future to avoid these complications by issuing a subpoena only to the privilege holder, the contempt route remains open in this instance and there is no need for us to allow a Perlman appeal. E. Jurisdiction over Appeal from the District Court’s June Order We do, however, have jurisdiction to hear ABC Corp.’s appeal of the District Court’s June Order. The contempt route is not open to ABC Corp. because the subpoena and subsequent Order were directed solely at the three former ABC Corp. in-house attorneys. There is also no basis to believe that these former employees are anything but disinterested third parties who are unlikely to stand in contempt to vindicate ABC Corp.’s alleged privilege. Recognizing these facts, the Government does not argue that the contempt route remains open to ABC Corp., relying instead on its argument that Mohawk precludes a privilege holder who is a grand jury subject from appealing under Perlman. As explained above, we decline to hold that Mohawk so narrows Perlman. Accordingly, we reach the merits of this appeal with one exception. In its June Order, the District Court rejected ABC Corp.’s request to issue an order requiring the Government to allow ABC Corp. to preview the questions that the Government intended to ask the in-house counsel before the grand jury. ABC Corp. does not argue that the District Court’s refusal to allow it to preview these questions—a ruling based primarily on the Court’s determination that there was no compelling necessity to justify breaking the seal of secrecy normally afforded to grand jury investigations—is independently appealable prior to a final decision on the merits. Instead, it asks us to consider this ruling in the course of deciding its substantive privilege claims on the theory that its inability to preview the questions prevented it from effectively defending its privileges. ABC Corp. has not cited, and we have not found, any case where we have considered this sort of ancillary due process issue in the course of hearing substantive privilege claims on a Perlman appeal. We have, to be sure, previously considered other procedural issues—such as whether a district court erred in refusing to order the Government to disclose its ex parte affidavit supporting application of the crime-fraud exception, In re Grand Jury Subpoena, 223 F.3d 213, 219 (3d Cir.2000), and whether a district court erred in holding a hearing ex parte to determine the reasonableness of a subpoena, In re Grand Jury, 103 F.3d 1140, 1144-45 (3d Cir.1997)—in the course of deciding a Perl-man appeal. These procedural questions, however, were closely tied to the substantive issues raised on appeal. They concerned the disclosure of evidence underlying the challenged district court ruling or the method employed to test the sufficiency of that evidence. The question presented here—-whether ABC Corp.’s defense of its privilege was hindered by being denied the opportunity to preview grand jury questions—is significantly more tangential to the substantive privilege issues resolved by the District Court. As the Supreme Court reiterated in Mohawk, Congress has shown a preference that the appealability of decisions under § 1291 be determined through the rule-making process rather than through court decision. Mohawk, 130 S.Ct. at 609 “Specifically, Congress in 1990 amended the Rules Enabling Act to authorize th[e] [Supreme] Court to adopt rules defining] when a ruling of a district court is final for the purposes of appeal under section 1291.... These provisions ... warrant the Judiciary’s full respect.” Id. (alteration omitted) (quotation marks and citations omitted). Because we derive our jurisdiction from Congress’s exercise of its authority to “ordain and establish” inferior courts, U.S. Const., Art. Ill, § 1, we are obliged to defer to Congress in this context. In addition, declining to expand our jurisdiction through court decision reflects an understanding of our institutional limitations in accurately predicting the effect that jurisdictional rules will have on judicial economy—an interest that is particularly important in the grand jury context. For these reasons, we decline to exercise jurisdiction over this ancillary procedural issue. IV. Merits A. Crime-Fraud Exception: Quantum of Proof “Though they both operate to protect information from discovery, the work-product doctrine and the attorney-client privilege serve different purposes.” In re Chevron Corp., 633 F.3d 153, 164 (3d Cir.2011). The attorney-client privilege protects from disclosure confidential communications made between attorneys and clients for the purpose of obtaining or providing legal assistance to the client. In re Teleglobe Commc’ns Corp., 493 F.3d 345, 359 (3d Cir.2007); accord Restatement (Third) of the Law Governing Lawyers § 68 (2000). Although such communications may be both relevant and highly probative of the truth, we shield them from production in order “to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice.” Upjohn Co. v. United States, 449 U.S. 383, 389, 101 S.Ct. 677, 66 L.Ed.2d 584 (1981). The work product doctrine, in contrast, “promotes the adversary system by enabling attorneys to prepare cases without fear that their work product will be used against their clients.” In re Chevron Corp., 633 F.3d at 164 (quotation marks and citation omitted). It “protects from discovery materials prepared or collected by an attorney ‘in the course of preparation for possible litigation.’ ” In re Grand Jury Investigation, 599 F.2d 1224, 1228 (3d Cir.1979) (quoting Hickman v. Taylor, 329 U.S. 495, 505, 67 S.Ct. 385, 91 L.Ed. 451 (1947)). Despite their importance, the protections afforded by the attorney-client privilege and the work product doctrine are not absolute. The Supreme Court has explained that the crime-fraud exception is one limit on the scope of the protection afforded by the attorney-client privilege. The attorney-client privilege must necessarily protect the confidences of wrongdoers, but the reason for that protection—the centrality of open client and attorney communication to the proper functioning of our adversary system of justice—ceases to operate at a certain point, namely, where the desired advice refers not to prior wrongdoing, but to future wrongdoing. United States v. Zolin, 491 U.S. 554, 562-63, 109 S.Ct. 2619, 105 L.Ed.2d 469 (1989) (quotation marks, alterations, and citations omitted). We have held that this exception also applies to the work product doctrine. “The work product privilege is perverted if it is used to further illegal activities as is the attorney-client privilege, and there are no overpowering considerations in either situation that would justify the shielding of evidence that aids continuing or future criminal activity.” In re Grand Jury Proceedings, 604 F.2d 798, 802 (3d Cir.1979). To circumvent these privileges under the crime-fraud exception, the party seeking to overcome the privilege—in this case, the Government—“must make a prima facie showing that (1) the client was committing or intending to commit a fraud or crime, and (2) the attorney-client communications were in furtherance of that alleged crime or fraud.” In re Grand Jury Subpoena, 223 F.3d at 217 (citations omitted). The “prima facie” standard is drawn from the Supreme Court’s decision in Clark v. United States, 289 U.S. 1, 53 S.Ct. 465, 77 L.Ed. 993 (1933). There are early cases apparently to the effect that a mere charge of illegality, not supported by any evidence, will set the confidences free. But this conception of the privilege is without support in later rulings. It is obvious that it would be absurd to say that the privilege could be got rid of merely by making a charge of fraud. To drive the privilege away, there must be something to give colour to the charge; there must be prima facie evidence that it has some foundation in fact. When that evidence is supplied, the seal of secrecy is broken. Id. at 15, 53 S.Ct. 465 (quotation marks and citations omitted). While there is general agreement on these precepts, courts of appeals are divided as to the appropriate quantum of proof necessary to make a prima facie showing. This is not surprising. “ ‘Prima facie’ is among the most rubbery of all legal phrases; it usually means little more than a showing of whatever is required to permit some inferential leap sufficient to reach a particular outcome.” In re Grand Jury Proceedings, 417 F.3d 18, 22-23 (1st Cir.2005) (citing Black’s Law Dictionary 1228 (8th ed.2004); McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973)). When the Supreme Court last addressed the crime-fraud exception, it did little to clarify the necessary evidentiary showing. Because it is difficult to determine whether a document contains communications used in furtherance of a crime or fraud, courts sometimes review the allegedly privileged materials in camera to decide whether the crime-fraud exception applies to preclude the privilege. The Supreme Court affirmed the permissibility of that practice in Zolin so long as there is independent evidence “sufficient to support a reasonable belief that in camera review may yield evidence that establishes the exception’s applicability.” 491 U.S. at 574-75, 109 S.Ct. 2619. The Court indicated that this is a “lesser evidentiary showing” than is “required ultimately to overcome the privilege,” id. at 572, 109 S.Ct. 2619, but declined to address the amount of proof that is ultimately required, id. at 563, 109 S.Ct. 2619. Courts of appeals have articulated the proper measure of proof in different ways. Some require there to be probable cause or a reasonable basis to suspect or believe that the client was committing or intending to commit a crime or fraud and that the attorney-client communications were used in furtherance of the alleged crime or fraud. See In re Grand Jury Proceedings, 417 F.3d at 23 & n. 4; United States v. Jacobs, 117 F.3d 82, 87 (2d Cir.1997); United States v. Collis, 128 F.3d 313, 321 (6th Cir.1997); In re Grand Jury Proceedings, 87 F.3d 377, 381 (9th Cir.1996). Other courts call for evidence sufficient to compel the party asserting the privilege to come forward with an explanation for the evidence offered against the privilege. See United States v. Boender, 649 F.3d 650, 655-56 (7th Cir.2011); In re Grand Jury Subpoena, 419 F.3d 329, 336 (5th Cir.2005). Still other courts demand a showing of evidence that, if believed by a trier of fact, would establish that some violation was ongoing or about to be committed and that the attorney-client communications were used in furtherance of that scheme. See In re Grand Jury, 475 F.3d 1299, 1305 (D.C.Cir.2007); In re Grand Jury Proceedings # 5 Empanelled January 28, 2004, 401 F.3d 247, 251 (4th Cir.2005); In re Grand Jury Investigation, 842 F.2d 1223, 1226-27 (11th Cir.1987). Our own statement of the proof necessary to apply the crime-fraud exception is not particularly helpful. We have consistently expressed the amount of proof required as follows: “A ‘prima facie showing’ requires presentation of ‘evidence which, if believed by the fact-finder, would be sufficient to support a finding that the elements of the crime-fraud exception were met.’ ” In re Grand Jury Subpoena, 223 F.3d at 217 (quoting Haines v. Liggett Grp. Inc., 975 F.2d 81, 95-96 (3d Cir.1992)). This begs the quantum-of-proof question because it does not quantify what evidence is sufficient. For example, does the trier of fact have to find that there is probable cause to believe a crime or fraud occurred or that it is more likely than not a crime or fraud occurred? The question of what proof we require to overcome evidentiary privileges arises in this appeal. Although the District Court cited our traditional “sufficient to support” language, it also concluded that the Government had met its burden by establishing that there was a “reasonable basis to suspect” that ABC Corp. had committed a crime or fraud. ABC Corp. urges us to disavow this “reasonable basis to suspect” language, which it asserts reflects a far less stringent standard than our own “sufficient to support” test, and to remand this matter to the District Court so that it can analyze whether the Government met its burden under the appropriate standard. We have never held, however, that our crime-fraud standard was significantly more demanding than the standards set out by other courts of appeals. To the contrary, we have cited approvingly the Seventh Circuit Court’s pronouncements that a party opposing the privilege meets its burden by introducing evidence sufficient to require the party asserting the privilege to come forward with an explanation, In re Impounded, 241 F.3d at 317 (citing In re Feldberg, 862 F.2d 622, 626 (7th Cir.1988)), and that “prima facie evidence cannot mean ‘enough to support a verdict in favor of the person making the claim,’ ” In re Grand Jury Investigation, 445 F.3d 266, 275 (3d Cir.2006) (quoting In re Feldberg, 862 F.2d at 624). We have also stressed that “[t]he burden is not a particularly heavy one,” and that “demonstrating a reasonable basis to suspect the perpetration of a crime, if based on adequate evidence, satisfies the first prong of the crime-fraud exception.” Id. at 274-75; see also Haines, 975 F.2d at 95 (approving the District Court’s determination that the “probable cause” formulation and the “sufficient to support” standard “amount to the same basic proposition”). Today, we clarify that our precedent is properly captured by the reasonable basis standard. The attorney-client privilege, work product doctrine, and crime-fraud exception are all compromises based on policy determinations. Although it is difficult to predict whether a particular standard of proof will strike the appropriate balance between these competing policy concerns, we believe, as do other circuit courts, that the reasonable basis standard affords sufficient predictability for attorneys and clients without providing undue protection to those that seek to abuse the privileges afforded to them. This is also the standard that we believe is closest to the Supreme Court’s pronouncement that, for the crime-fraud exception to apply, “there must be something to give colour to the charge” that the attorney-client communication was used in furtherance of a crime or fraud. Clark, 289 U.S. at 15, 53 S.Ct. 465. Where there is a reasonable basis to suspect that the privilege holder was committing or intending to commit a crime or fraud and that the attorney-client communications or attorney work product were used in furtherance of the alleged crime or fraud, this is enough to break the privilege. The reasonable basis standard “is intended to be reasonably demanding; neither speculation nor evidence that shows only a distant likelihood of corruption is enough.” In re Grand Jury Proceedings, 417 F.3d at 23. At the same time, the party opposing the privilege is not required to introduce evidence sufficient to support a verdict of crime or fraud or even to show that it is more likely than not that the crime or fraud occurred. See id. at 22; In re Grand Jury Investigation, 445 F.3d at 274-75. The reasonable basis standard is one with which courts are familiar, and we are confident that they will be able to apply it consistently to achieve the policy objectives of the privileges and the crime-fraud exception. Perhaps recognizing that our precedent is amenable to the reasonable basis standard articulated by the District Court, ABC Corp. asks us to “modify the standard to establish crime-fraud by requiring the government to demonstrate by a preponderance of the evidence that the privilege has been employed to commit a crime or fraud.” Appellants’ Br. at 60. The Supreme Court’s decision in Bourjaily v. United States, 483 U.S. 171, 107 S.Ct. 2775, 97 L.Ed.2d 144 (1987), provides some support for use of the preponderance-of-the-evidence standard. Federal Rule of Evidence 104(a) requires courts to “decide any preliminary question about whether a witness is qualified, a privilege exists, or evidence is admissible.” In Bourjaily, the Supreme Court held that factual predicates needed to determine the admissibility of hearsay evidence under Rule 801(d)(2)(E) must be established by a preponderance of the evidence. See 483 U.S. at 175-76, 107 S.Ct. 2775. Because Rule 104(a) also applies to preliminary factual determinations underlying application of the crime-fraud exception, see Zolin, 491 U.S. at 565, 109 S.Ct. 2619, it could be inferred that the same preponderance standard applies to these determinations. Bourjaily, however, does not dictate that we apply a preponderance-of-the-evidence standard in our case. The Supreme Court there was not interpreting the language of Rule 104(a) or any other provision of the Federal Rules of Evidence. Instead, because “[t]he Federal Rules ... nowhere define the standard of proof the court must observe in resolving these questions,” the Supreme Court was “guided by [its] prior decisions regarding admissibility determinations that hinge on preliminary factual questions.” Bourjaily, 483 U.S. at 175, 107 S.Ct. 2775. We are guided by the same inquiry here. Neither our own nor Supreme Court precedent suggests that a preponderance-of-the-evidence standard is necessary to protect the policy concerns underlying the crime-fraud exception. To the contrary, we have found that these policy concerns, which differ from those attending eviden-tiary admissibility, are appropriately protected by a lower standard. This is particularly true in the grand jury context, where the need for speed, simplicity, and secrecy weighs against imposing a crime-fraud standard that would require adversarial hearings or the careful balancing of conflicting evidence. See In re Impounded, 241 F.3d at 313 (“ ‘Any holding that would saddle a grand jury with mini-trials and preliminary showings would assuredly impede its investigation and frustrate the public’s interest in the fair and expeditious administration of the criminal laws.’ ” (quoting United States v. Dionisio, 410 U.S. 1, 17, 93 S.Ct. 764, 35 L.Ed.2d 67 (1973))); In re Napster, 479 F.3d at 1094-95 (“[CJourts of appeal have noted that the need for speed and simplicity at the grand jury stage weighs against a crime-fraud standard that requires courts to hear testimony or to determine facts from conflicting evidence before making a crime-fraud determination.” (quotation marks and citations omitted)). Accordingly, we do not adopt a preponderance-of-the-evidence test as the proof necessary to apply the crime-fraud exception. B. Crime-Fraud Exception: Satisfaction of Government’s Burden ABC Corp. asserts that, regardless of the proof required, the District Court erred in determining that the Government satisfied its burden. As just discussed, a party seeking to apply the crime-fraud exception must demonstrate that there is a reasonable basis to suspect (1) that the privilege holder was committing or intending to commit a crime or fraud, and (2) that the attorney-client communication or attorney work product was used in furtherance of that alleged crime or fraud. We review the District Court’s decision that “there is sufficient evidence of a crime or fraud to waive the attorney-client privilege” for “abuse of discretion.” In re Impounded, 241 F.3d at 318 (citations omitted). We review factual determinations underlying that decision for clear error. Id. at 312. 1. Commission of a Crime or Fraud The District Court found that the evidence submitted ex parte by the Government provided a reasonable basis to suspect that ABC Corp. willfully evaded paying federal income taxes in violation of 26 U.S.C. § 7201 and engaged in a conspiracy to defraud the United States of federal income taxes in violation of 18 U.S.C. § 371. This scheme, which occurred between 2004 and 2006, unfolded in two phases. In the acquisition phase, ABC Corp. acquired the stock of closely held companies. The target companies generally had large cash accounts, few or no tangible assets, and considerable tax liabilities. In the disposition phase, ABC Corp. would remove significant amounts of the target companies’ cash assets, transfer the stock of the target companies to two limited liability companies, and engage in various transactions that had the effect, it is alleged, of fraudulently eliminating the target companies’ tax liability. Having done so, John Doe 1 and John Doe 2 would then divert the target companies’ cash assets to themselves and their family members. Our discussion of the District Court’s findings is necessarily abridged because of the secrecy of grand jury proceedings. As noted, we received unredacted versions of the District Court’s March and June Orders and ex parte submissions from the Government. Having reviewed these materials, we cannot say that the District Court’s detailed factual findings constituted clear error or that it abused its discretion in determining that there was a reasonable basis to suspect that ABC Corp. was engaged in a criminal scheme. ABC Corp. cites four recent decisions of the United States Tax Court in support of its assertion that the District Court mistakenly found that the Government satisfied its burden in establishing that ABC Corp. committed a crime or fraud. See Slone v. Comm’r, 103 T.C.M. (CCH) 1265 (2012); Frank Sawyer Trust v. Comm’r, 102 T.C.M. (CCH) 623 (2011); Starnes v. Comm’r, 101 T.C.M. (CCH) 1283 (2011), aff'd, 680 F.3d 417 (4th Cir.2012); Griffin v. Comm’r, 101 T.C.M. (CCH) 1274 (2011). In each of these cases, the Tax Court held that company shareholders were not liable for tax deficiencies incurred by their respective companies after they were sold to third parties. ABC Corp. argues that it is in the same position as the selling shareholders in Slone, Frank Sawyer Trust, Starnes, and Griffin, and thus cannot be responsible for the allegedly fraudulent transactions that occurred after it sold the target companies. We do not agree that these decisions preclude application of the crime-fraud exception. As an initial matter, the District Court and the Tax Court applied different statutory provisions in distinct contexts. The latter determined whether the shareholders could be held liable as transferees under 26 U.S.C. § 6901—which requires application of substantive state law—for tax deficiencies incurred after the sale of the relevant company. The District Court, in contrast, analyzed whether there was a reasonable basis to suspect that ABC Corp. willfully evaded paying federal income taxes in violation of 26 U.S.C. § 7201 and engaged in a conspiracy to defraud the United States of federal income taxes in violation of 18 U.S.C. § 371. In addition, the Tax Court’s decisions depended on fact-specific analyses—which included detailed reviews of the transactions at issue, the roles of the shareholders, and their knowledge of the fraudulent transactions. We are limited in our ability to discuss the facts of the alleged criminal scheme that the grand jury is investigating. But it will not disclose too much for us to say that the Government’s submissions provide sufficient support for the inference that ABC Corp. played a considerably different role in the alleged criminal scheme than the shareholders in Slone, Frank Sawyer Trust, Starnes, and Griffin played in those transactions. 2. Use of Attorney Advice in Furtherance of the Crime or Fraud On the basis of its crime-fraud finding, the District Court ordered the three in-house counsel to answer all questions concerning transactions involving companies that ABC Corp. purchased and subsequently transferred to the two limited liability companies implicated in the alleged criminal scheme. Although the fraudulent tax transactions took place in the disposition phase, the District Court determined that the acquisition phase