Governmental regulators cannot compel the disclosure of privileged communications or work product, absent proof that those communications or work product were made in furtherance of a crime or fraud. The ethical obligations of attorneys under the American Bar Association Model Rules of Professional Conduct ("Model Rules") do not, by their terms, require them to disclose privileged information but do permit the lawyer to disclose privileged information so as "to comply with a court order." In other limited circumstances as provided by the Model Rules, an attorney may divulge privileged information to the relevant authorities, such as when the attorney reasonably believes that such disclosure is necessary to prevent reasonably certain death or substantial bodily harm, to prevent the client from committing a crime or fraud that is reasonably certain to result in substantial injury to the financial interests or property of another (and in furtherance of which the client has used or is using the lawyer's services), and under other limited circumstances.

A more subtle question is whether the government can coerce the waiver of attorney-client privilege or work product doctrine in a governmental investigation of a corporation. In 2008, in the "Principles of Federal Prosecution of Business Organizations," the US Department of Justice adopted measures to ensure the voluntariness of waivers of attorney-client privilege or work product protection in the context of investigations undertaken by the agency. Under these principles, a party's "cooperation credit" or measure of leniency is based on that party's disclosure of "relevant facts" concerning the alleged misconduct, whether or not privileged, and not specifically on the fact that the party agreed to waive a privilege or protection. As well, the principles prohibit prosecutors from requesting waivers of attorney-client–privileged communications pertinent to the investigation or of core or opinion attorney work product except in limited situations: (i) where an advice of counsel defense is asserted; or (ii) where the document at issue is in furtherance of a crime or fraud. Guidance regarding the US Foreign Corrupt Practices Act, issued by the US Department of Justice in November 2012, cited the 2008 principles and noted that the agency does not assess a corporation's cooperation based on whether it waived attorney-client privilege or work product protection as to materials disclosed to the agency.

In 2015 and 2017, the Department of Justice revised its US Attorneys' Manual (now renamed the "Justice Manual") and reaffirmed the principles that corporations need not disclose privileged communications to receive "cooperation credit" and prosecutors may not request that they waive the protections of the privilege except in the narrow circumstances discussed above. By contrast, the Securities and Exchange Commission's Enforcement Manual (last updated in November 2017) permits SEC investigators to request waivers of privilege if they first obtain proper approval within the agency.