FBI Raided My Business

FBI Raided My Business

Welcome to Spodek Law Group. If FBI agents just executed a search warrant at your company, you’re facing a situation that’s fundamentally different from a home raid – and most business owners don’t understand why until it’s too late. Your company’s lawyer is not YOUR lawyer. The internal investigation your company is about to conduct isn’t designed to protect you. It’s designed to identify who the company can sacrifice to save itself.

Here’s the counterintuitive truth that every business owner needs to understand immediately: the corporate attorney working on your case represents the corporation, not you personally. Under something called the Upjohn doctrine, everything you tell that attorney can be handed directly to federal prosecutors. The company owns the privilege. The company can waive it. And when prosecutors come offering the company a deal in exchange for individual accountability, you become the offering.

The FBI didn’t raid your business at random. Federal investigations don’t start with raids – raids are one of the final steps. By the time agents showed up with a warrant, the investigation has been running for months or years. Your employees may already be cooperating. Documents have already been subpoenaed. The government has a theory of the case. They’re not fishing. They know exactly what they’re looking for, and the raid is about obtaining the final pieces of evidence before indictment.

The Upjohn Trap: Why Your Company’s Lawyer Isn’t YOUR Lawyer

After the raid, your company will hire attorneys to conduct an “internal investigation.” This sounds like a good thing. It sounds like the company is getting to the bottom of what happened. Heres what you need to understand about what’s actually happening.

The 1981 Supreme Court case Upjohn Co. v. United States established that attorney-client privilege protects communications between a company’s counsel and its employees. But there’s a critical catch that most employees and even some executives dont grasp: the privilege belongs to the corporation, not to you personally.

Before interviewing you, corporate counsel is supposed to give you something called an “Upjohn warning” – sometimes called a “corporate Miranda warning.” This warning tells you three things: the attorney represents the company, not you; the attorney-client privilege belongs to the company; and the company can choose to waive that privilege and share everything you say with third parties, including prosecutors.

Think about what that means. Your cooperating with the internal investigation. Your answering questions honestly because you beleive the company’s lawyer is trying to help you. But every word your saying is being documented. And if the government comes to the company offering a deferred prosecution agreement – which requires the company to identify individuals responsible for wrongdoing – your words become the ammunition used against you.

The company’s attorney works for the company. Period. When the company’s interest diverges from your interest – and it will – you lose.

Attorney Todd Spodek has seen this dynamic destroy business owners who thought they were doing the right thing by cooperating with internal investigations. The company’s goal is survival. Your goal is staying out of prison. Those two objectives are not aligned, and pretending they are will cost you everything.

Consider what happened in the Enron investigation. Corporate counsel conducted extensive internal interviews with executives. Those executives cooperated fully, beleiving the company’s lawyers were there to help. When the company collapsed and prosecutors came calling, the interview memos became key evidence in criminal cases against individuals. The executives who thought they were helping the investigation were actualy building the cases that sent them to prison.

The same pattern has played out in pharmaceutical fraud cases, financial services prosecutions, and healthcare fraud investigations. Companies facing criminal exposure routinly cooperate with prosecutors by turning over the results of internal investigations – including detailed accounts of what individual employees said and did. The individuals who participated in those investigations typically had no idea there words would be handed to federal prosecutors.

Your Employees Are Already Cooperating (The Raid Proves It)

Heres something most business owners dont want to accept: by the time the FBI raids your business, your employees have probly already been talking to federal agents. The raid itself is evidence that the investigation is advanced.

Federal investigations dont start with dramatic warrant executions. They start with document review, financial analysis, surveillance, and witness interviews. Agents approach employees – sometimes former employees – and ask questions. They issue grand jury subpoenas for records. They build there case methodicaly over months or years before executing a search warrant.

The raid happens when investigators beleive they have enough to move forward but need specific documents or devices to complete the case. By the time agents are walking through your office, the government already has a theory. There not exploring possibilities. There gathering the final evidence.

What does this mean practicaly? It means some of your employees may already be cooperating witnesses. It means the person who smiled at you yesterday in the break room might have a cooperation agreement with the US Attorneys office. It means statements you made casually around the office – thinking they were just between colleagues – may already be documented in FBI 302 reports.

The FBI’s description of the federal criminal process shows how investigations progress through stages. What it dosent show is how long each stage takes or how much information the government accumulates before you ever know your under investigation. By the time the raid happens, the case against you may already be substantially built.

Look at the Carahsoft raid in September 2024. When FBI agents showed up at the major IT contractors headquarters, the investigation had been running since at least 2022 – more then two years of document gathering and witness interviews before the public ever knew anything was happening. The employees who were “surprised” by the raid probably shouldnt have been surprised at all – there colleagues had likely been talking to investigators for months.

This is the reality of federal business investigations. The raid isnt the beginning. Its closer to the end. And understanding this timeline matters because it changes how you should respond. Your not trying to prevent an investigation from starting. Your trying to manage one thats already well underway.

The 20-Year Question You Cant Ask: Witness Tampering Risk

After the raid, your going to want to know what happened. Your going to want to ask your employees what the agents said, what questions they asked, what documents they took. This instinct is completly natural. Its also potentially a 20-year federal crime.

Under 18 USC 1512, witness tampering carries a maximum sentence of 20 years in federal prison. And heres the thing that catches business owners off guard: you dont have to actualy influence what a witness says. The attempt alone is enough. Even if your just trying to find out what happened – not trying to change anyones testimony – the act of approaching employees about an ongoing investigation can be construed as obstruction.

Think about how backwards this feels. You own the business. These are your employees. Theres an investigation that affects your livelihood and your freedom. And your telling me I cant even ask them what happened?

Thats exactly what Im telling you. If you approach employees to ask what they told the FBI, if you try to coordinate stories, if you discuss the investigation in ways that could be seen as influencing testimony – your creating exposure for a charge thats often worse then the underlying crime being investigated.

Federal prosecutors love obstruction charges because there easy to prove and they compound your exposure dramatically. The cover-up becomes worse then the crime. Business owners who would have faced 5-year exposures end up facing 25 years because they couldnt resist trying to find out what was happening.

At Spodek Law Group, we counsel clients specifically on what they can and cannot do after a raid. The boundaries are narrower then most people expect. Your instinct to gather information is the very behavior that creates new criminal exposure.

Responsible Corporate Officer: Your Liable Even If You Didnt Know

One of the most troubling aspects of business raids is the “responsible corporate officer” doctrine. This legal theory holds that executives and owners can be criminally liable for violations that occur within their company – even if they had no personal knowledge of or involvement in the wrongdoing.

The doctrine originated in public welfare statutes – environmental regulations, food and drug safety, worker safety. The idea was that people in positions of authority have a duty to ensure compliance, and failing to prevent violations is itself a crime. But the doctrine has expanded over time, and its now applied in a wide range of federal cases.

What this means for you: if employees at your company commited fraud, violated regulations, or engaged in other criminal conduct, prosecutors may argue that you – as the responsible officer – are criminally liable regardless of your personal knowledge.

Theres also the “willful blindness” doctrine, which prevents you from avoiding liability by simply not asking questions. If circumstances existed that would have led a reasonable person to investigate, your failure to investigate can be treated as knowledge. You cant claim ignorance if you should have known.

The combination of these doctrines creates significant personal exposure for business owners after a raid. Even if you genuinly had no idea what was happening – even if rogue employees acted entirely without your knowledge – prosecutors may still target you individually. The corporate form dosent protect you the way most business owners assume it does.

This exposure is especialy acute in regulated industries. If your company handles pharmaceuticals, environmental matters, financial services, healthcare billing, or government contracts, the regulatory framework often includes provisions that make executives personaly liable for compliance failures. The theory is that people in positions of power have a duty to ensure the company follows the law, and that duty creates criminal liability when things go wrong.

The defense to these charges requires showing that you implemented robust compliance systems, that you had no reason to suspect wrongdoing, and that you took reasonable steps to prevent violations. But building that defense requires documentation that most business owners dont think to create until its too late. Compliance programs, training records, oversight procedures, and documented responses to concerns all become critical evidence when your facing responsible corporate officer charges.

Business Continuity as Obstruction: The “Keep Operating” Trap

After an FBI raid, your instinct will be to get back to normal as quickly as possible. Clients need to be served. Payroll needs to be met. The business needs to keep operating. This instinct, while understandable, can create serious legal exposure.

Heres the problem: “normal business operations” after a raid may involve accessing, modifying, or deleting files that the government considers evidence. Your IT systems may routinly delete old emails. Your accounting software may overwrite historical data. These normal processes – which were completly innocent before the raid – can now be characterized as spoliation of evidence.

Document preservation becomes critical immediatly after a raid. Your company needs to implement a litigation hold that prevents any destruction of potentially relevant documents. This includes electronic documents, which are often more incriminating then paper records because they contain metadata showing when files were created, accessed, and modified.

The challenge is that you may not know exactly what the investigation is about or what documents are relevant. The warrant probably covered broad categories of records. Erring on the side of over-preservation is the only safe approach.

At the same time, you cant just shut down the business. Employees need direction. Customers need service. There are legitimate operational decisions that need to be made. Drawing the line between necessary business operations and evidence destruction requires careful legal guidance – which is why having your own attorney, separate from corporate counsel, is essential.

The tension between business continuity and legal protection is one of the most difficult aspects of the post-raid period. You need to keep the company functioning – customers are counting on you, employees need paychecks, and letting the business collapse dosent help anyone. But every operational decision carries potential legal implications.

Can you access the companys financial systems? Maybe – but what if those systems contain evidence? Can you respond to customer inquiries about the investigation? Only with extreme care – public statements can be used against you. Can you make payments to vendors? Probably – but document everything and make sure your not moving assets in ways that could look like concealment.

These arent hypothetical concerns. Business owners have been charged with obstruction for actions they genuinly beleived were normal business operations. The key is having experienced legal guidance that helps you thread the needle between keeping the company alive and protecting yourself from additional criminal exposure.

The Company Will Sacrifice You: Corporate Self-Preservation

Lets be direct about something that most people in your position dont want to hear: when push comes to shove, the company will sacrifice individuals to save the corporate entity. This isnt cynicism. Its how the system is designed.

The Department of Justice actively encourages companies to identify responsible individuals as a condition of receiving favorable treatment. Deferred prosecution agreements – which allow companies to avoid criminal conviction by paying fines and implementing reforms – typically require the company to cooperate fully with investigations of individuals.

What does “cooperation” mean in practice? It means the company identifies who knew what and when. It means the company waives privilege over documents and communications. It means the company helps prosecutors build cases against its own employees and executives.

From the companys perspective, this makes complete sense. A corporate criminal conviction can be a death sentence for the business. Debarment from government contracts. Loss of professional licenses. Reputation destruction. By contrast, offering up individuals allows the company to survive.

From your perspective, this creates a nightmare scenario. The very people who should be defending you – corporate counsel, the board, other executives – may have interests directly opposed to yours. Every word you say in internal meetings, every email you send to corporate counsel, every statement you make cooperating with the “internal investigation” can potentially be used against you.

Weve seen this play out in major prosecutions. Companies sign cooperation agreements with prosecutors that require them to identify individual wrongdoers. The company’s lawyers – who conducted all those internal interviews – provide there notes and memos to the government. Suddenly, executives who thought they were participating in an internal fact-finding exercise discover that there statements are being used to build criminal cases against them personaly.

This is why Attorney Todd Spodek emphasizes the importance of separate representation from the first moment a business raid occurs. Your interests and the companys interests may diverge completly. Having your own attorney – someone who works exclusively for you – is not optional. Its essential to protecting yourself.

What Business Owners Must Do Differently

If the FBI just raided your business, your immediate actions will shape everything that follows. Here is what you need to do, and what you need to avoid.

First, retain personal criminal defense counsel immediatly. This attorney must be seperate from whoever represents the company. Corporate counsel cannot adequately represent your individual interests because there allegiance is to the corporate entity. You need someone whose only job is protecting you.

Second, do not question employees about the investigation. Not casually. Not to “understand what happened.” Not to “compare notes.” Any conversation about the investigation with employees creates witness tampering exposure. If you need information about what happened during the raid, have your attorney make appropriate inquiries through proper legal channels.

Third, implement a document preservation hold immediatly. No deletion of files, emails, texts, or other electronic data. Suspend normal document destruction policies. The scope of what might be relevant is probly broader then you think, so err on the side of preserving everything.

Fourth, understand that the corporate internal investigation is not designed to help you. If corporate counsel asks to interview you, consult with your personal attorney first. Consider whether you should participate, and if so, under what conditions. Remember: anything you say can be disclosed to prosecutors.

Fifth, do not try to continue business as usual without guidance. Every operational decision – from accessing files to communicating with clients to making payments – should be evaluated for potential legal implications. What seems like routine business can be characterized as evidence tampering or obstruction.

The critical window after a business raid is your only opportunity to protect yourself. The company is protecting itself. Your employees are protecting themselves. You need someone focused exclusively on your interests.

Spodek Law Group handles federal business investigation cases nationwide. Call 212-300-5196 for a confidential consultation. The decisions you make in the next 48 hours will determine the rest of this case.