When a company enters a crisis – due to a whistleblower report, a press story, a visit from a regulator or the beginning of an official investigation – the instinctive response is often to “run a quick internal check”. That is precisely where a serious internal investigation differs from improvised efforts: it must clarify the relevant facts, organize defensive evidence and inform strategic decisions, without turning interviews into unstructured confessions or producing a dossier that may later be used against individuals and the company itself.
A well-conducted internal investigation is at the same time a governance tool and a defense tool. If poorly handled, it turns statements into self-incrimination, blurs individual responsibilities, breaks the chain of custody of documents and makes the criminal lawyer’s work harder, not easier, when the Public Prosecutor’s Office, the police or supervisory authorities appear. The core of the problem lies in the three elements that guide this text: scope, warnings and evidentiary method to protect individuals and the company.
When a serious internal investigation is necessary – and why interviews are the most sensitive step
Internal investigations do not exist only in large corruption cases. They arise in suspected accounting fraud, conflicts of interest in contracts with the public sector, misuse of inside information, data incidents, supply-chain problems and aggressive commercial practices that may be read as unfair competition.
In all these scenarios, the company must respond to simple and extremely difficult questions at the same time: what happened, who was involved, what was the economic impact, which rules were breached and what is the risk of civil, administrative and criminal liability. Internal interviews seem, at first glance, to be the most direct path. But they are precisely the moment at which the risk of self-incrimination is highest.
Unlike official criminal inquiries, there is no detailed statutory procedure for interviews in an internal investigation. There is no legally regulated “interrogation form”. What we have is a combination of the employee’s duty of loyalty, the company’s duty of care and, above all, the fundamental guarantee that no one is required to produce evidence against themselves. When this equation is ignored, the company runs the risk of turning poorly planned interviews into de facto accusatory statements – a risk that is closely related to the issues discussed in “Leniency, collaboration and settlements: how not to turn defense into confession” (https://lucchesi.adv.br/2025/12/02/leniencia-colaboracao-e-acordos-como-nao-transformar-defesa-em-confissao-copiar/), where the same tension appears at the negotiation table with authorities rather than in internal meetings.
Defining scope and governance before calling in any interviewee
The first step in any serious internal investigation is less glamorous than it may sound: defining scope and governance. Scope means setting, with reasonable precision, what is to be investigated – facts, time period, business units, main contracts, decision-making flows – and what is outside the remit of that specific inquiry. Without such definition, interviews tend to become fishing expeditions, with scattered questions, constant changes of topic and a volume of information that cannot be properly organized.
Governance, in turn, means deciding who is in charge of the investigation and what the roles of internal audit, compliance, in-house legal and external criminal counsel will be. It matters whether interviews are conducted by HR, the compliance officer or outside counsel; each design has consequences for professional privilege, reporting lines to senior management and future sharing of information with authorities.
At this point, the board and top management need realism: an internal investigation does not replace a police inquiry, but the material produced may be requested – or volunteered – to the Public Prosecutor’s Office later on. If the governance design is unclear, the risk is to build a probative archive with no real structure, unauthenticated documents, conflicting versions and no traceability of who accessed what, a problem that becomes even more acute when the case also involves a “data incident and cybercrime: when a breach becomes a criminal case” (https://lucchesi.adv.br/2026/01/13/incidente-de-dados-e-crimes-informaticos/) within the company’s systems.
Clear warnings: who the lawyer represents, what the risks are and which rights apply
The second pillar is how each interview begins. In mature internal investigations, it has become standard practice to provide a set of upfront warnings – a kind of corporate-context “reading of rights”. The purpose is not to intimidate the employee, but to make everyone’s role explicit.
In practical terms, a well-conducted interview will normally clarify four points from the outset: that the interviewer represents the company, not the interviewee; that the purpose of the conversation is to clarify facts relevant to the company; that the information provided may be shared with authorities, regulators or auditors if the company has a legitimate interest in doing so; and that the interviewee is not obliged to self-incriminate and may decline to answer questions that put them at personal risk.
This distinction is crucial when the investigation lies at the border of corporate criminal law. In companies under stress, it is common for managers to confuse the company’s lawyer with their personal defense counsel, assuming that everything they say will be protected by absolute secrecy. That is not the case. Whenever there is a realistic prospect of criminal exposure, it is advisable to explain, in sober language, that certain executives should consider obtaining their own legal representation.
At the same time, interviewers must avoid implicit promises or veiled threats – “if you cooperate, nothing will happen”; “if you refuse to talk, you will be fired” – which undermine the credibility of the evidence and may later be challenged as defects in consent. The consistency between warnings, questions and documents is one of the points that judges and courts have taken into account when faced with transcripts of internal interviews attached to criminal case files.
Interviews that produce evidence, not traps
The third element is evidentiary method. A serious internal investigation cannot be limited to collecting fragmented statements with no concern for future auditability. This means, first of all, that interviews should not be improvised. The team must study the documents, map the versions already available, identify potential contradictions and, based on that, design a question script focused on clarifying objective points, while avoiding rhetorical traps.
Second, it is essential to decide how statements will be recorded: summary notes, near-verbatim transcripts, or audio/video recordings. Each model has advantages and risks. Overly concise notes leave room for disputes about what was actually said; full recordings, if not adequately protected, may spread internally or leak to the press, amplifying reputational damage. The criterion should always be evidentiary: how will this interview be read, years later, in a criminal case?
Finally, isolated statements are rarely enough. What strengthens an internal investigation is the triangulation between interviews, documents, e-mails, system logs and decision trails. The logic is similar to what courts are beginning to demand in cases involving the reliability of digital evidence: the more a set of facts can be reconstructed by independent third parties, the harder it will be to claim that the company built a narrative “tailor-made” to please the prosecution or sacrifice certain executives.
How to align serious internal investigation, negotiation and criminal defense
A recurring challenge is aligning the internal investigation with negotiation strategies – leniency, non-prosecution agreements, cooperation deals – without turning the company into a laboratory of spontaneous confessions. When interviews are carried out without coordination with criminal defense counsel, it is common for their results to be presented to authorities as proof of “unrestricted cooperation”, without prior assessment of their individual criminal consequences.
The problem is well known: the same sentence that, in a corporate environment, sounds like acknowledging a governance failure may, in criminal language, amount to admission of intent, participation or command responsibility. As discussed in “Leniency, collaboration and settlements: how not to turn defense into confession” (https://lucchesi.adv.br/2025/12/02/leniencia-colaboracao-e-acordos-como-nao-transformar-defesa-em-confissao-copiar/), lack of synchronization between fronts can pull individuals into unnecessary exposure. The reasoning here is the same: internal interviews are not neutral; they create, crystallize or undermine narratives.
Ideally, the interview matrix should be designed together with those who will later have to defend the strategy before the Public Prosecutor’s Office and the courts. This includes deciding which topics will be deepened, which will be left for follow-up inquiries, at which moment it makes sense to pause interviews to reassess risk and whether there will – or will not – be formal sharing of results with authorities. In companies in crisis, the line between “cooperating” and “voluntarily handing over the core evidence for the prosecution” is much finer than it appears.
Practical steps to protect individuals and the company
In practical terms, protecting individuals and the company involves a sequence of moves. The first is to recognize that a serious internal investigation is not an ad hoc task: it requires method, timetable, a qualified team and, above all, clear leadership by those who are politically and legally accountable for the process. The second is to set, in writing, minimum parameters for interviews – warnings, form of record, document retention and criteria for access to the material.
The third is to connect the investigation to the broader governance framework: whistleblowing channels, integrity program, audit committees and risk structures. Good governance practices, such as those systematized by IBGC in its corporate governance recommendations (https://www.ibgc.org.br/conhecimento/governanca-corporativa), give institutional backbone to this design, reducing reliance on improvised solutions in moments of crisis.
The fourth move is to assume, from the outset, that the material produced may indeed appear in criminal proceedings. That does not mean paralysing the inquiry, but rather reinforces the need to conduct interviews in line with fundamental rights, transparency as to the interviewer’s institutional role and evidentiary care with everything that is documented. An internal investigation that clarifies facts, organizes evidence and preserves the company’s defensive position is an asset, not a liability.
In short: internal investigations are now unavoidable for exposed organizations. The question is not whether interviews will take place, but how they will be structured. The difference between an inquiry that protects the organization and its people, and one that simply manufactures evidence against everyone, lies in how seriously scope, warnings and evidentiary method are treated from day one.
