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AI Internal Memorandum Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

An internal memorandum (a board, legal, compliance, or executive memo) communicates analysis, recommendations, or decisions inside the company. Justee reviews internal memoranda for attorney-client privilege markings, work-product positioning, how facts are characterized, and disclosure risks under FRCP 26 and SEC Reg FD.

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Key Takeaways

Memos labeled "Privileged & Confidential, Attorney Work Product" must be authored or directed by counsel for legal advice

Distribution to non-need-to-know recipients can waive privilege under Upjohn v. United States and progeny

Forward-looking statements in memos can become disclosure issues under Reg FD and §10(b)

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Internal memoranda are double-edged documents: they enable rapid corporate decisions but become discovery exhibits in litigation, government investigations, and SEC proceedings. The attorney-client privilege under Upjohn v. United States, 449 U.S. 383 (1981), and the work-product doctrine under Fed. R. Civ. P. 26(b)(3) provide qualified protection for legal advice and litigation-anticipating analysis. Both are often waived by overbroad distribution, by failure to mark properly, or by including factual findings rather than legal advice. SEC Regulation FD (17 CFR §243.100) regulates selective disclosure of material non-public information; an internal memo circulated outside need-to-know channels can transform into a Reg FD violation if forwarded externally. Memos discussing pending transactions or litigation must consider §10(b) and §16(a) disclosure obligations. Justee reviews memos for proper privilege markings, distribution-list scope, factual versus legal characterizations, and disclosure exposure to flag waiver and Reg FD risks before circulation. Free to start, no signup. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Checks attorney-client privilege markings and recipient scope

Flags work-product anticipation-of-litigation triggers

Flags Reg FD selective-disclosure exposure

Reviews factual statements that could compromise privilege

Checks need-to-know distribution

Common Risks We Identify

Privilege label without counsel authorship

Distribution beyond need-to-know waives privilege

Factual investigation findings without Upjohn warning

Reg FD selective disclosure to analyst recipients

Forward-looking statements without §27A safe harbor

Illustrative Example

For example, Justee reviews a 6-page memo titled "Board Memorandum, Litigation Outlook" distributed to the full board, GC office, and outside auditor for a public Delaware company's GC drafting a board memo on a potential securities-class-action threat.

Issue Found: The memo was attorney-authored and directed at legal advice, qualifying for both attorney-client privilege and work-product. But distribution to the outside auditor (a non-attorney, non-client party) likely waived privilege under United States v. Massachusetts Institute of Technology, 129 F.3d 681 (1st Cir. 1997). The auditor was therefore subject to subpoena for the memo, and so was every recipient downstream.

Next step: Justee flagged the privilege waiver risk, so the GC could consider a two-document approach: a privileged legal memo to the audit committee only, and a separate factual summary for the auditor with no privileged analysis.

Privilege Marking Without Author Identification

Problematic Language

"PRIVILEGED AND CONFIDENTIAL, ATTORNEY WORK PRODUCT"

Example wording (illustrative; have a lawyer review before using)

"PRIVILEGED AND CONFIDENTIAL, ATTORNEY-CLIENT COMMUNICATION AND ATTORNEY WORK PRODUCT FROM: [Name], General Counsel (and at the direction of [Outside Firm]) TO: [Audit Committee / Specific Officers, Names] DISTRIBUTION RESTRICTED. DO NOT FORWARD WITHOUT COUNSEL APPROVAL. Forwarding may waive privilege. This Memorandum was prepared for the purpose of providing legal advice in connection with [matter] and in anticipation of [potential litigation/investigation]. It is intended for the named recipients only and contains attorney mental impressions and legal analysis protected under Upjohn v. United States and Fed. R. Civ. P. 26(b)(3)."

Why it matters: A bare privilege stamp does not establish privilege. The suggested header documents counsel authorship, the legal-advice purpose, the litigation anticipation, the recipient list, and the no-forward direction.

No credit card required
"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

Recommended

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1-6 min

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$16+/mo

Free to start

1M+ sections

Legislation

Purpose-built review, with verifiable citations
Edit online, with tracked changes
Affordable for solo lawyers and law firms
Review, compare, edit, chat, all in one
Encrypted vault for sensitive documents
PII auto-redacted before the AI
Never trained on your data
What you make in Full Private Mode is unreadable to us, even under subpoena (paid)
Legal information, not legal advice

General AI Chatbots

Chat

Minutes

Speed

$20+/mo

Subscription

General

Coverage

Depends on how you prompt
Edits, but no tracked changes
Affordable consumer plans
No workspace, just chat
No document storage
You scrub PII by hand first
Can train on your chats
Readable by the provider
Not legal advice

Other Legal AI Tools

ReviewsDrafting

Minutes

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Varies

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Coverage

Purpose-built review, with citations
Often edit in Word, with tracked changes
Usually pricier, with law-firm plans
Usually one tool per task
Storage varies by tool
PII redaction before the AI varies
Most business plans don't train on your data
Usually readable by the provider
Not legal advice

See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

FRCP 26(b)(3) Work Product

Federal work-product doctrine

SEC Regulation FD

SEC Regulation FD selective disclosure

DOJ Privilege Guidance

DOJ corporate privilege guidance

Related Document Reviews

Board Agreement ReviewUnanimous Written Consent ReviewInvestigation Report ReviewNDA Review
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Internal Memorandum / Legal Memo Review FAQ

Counsel-authored, for legal advice, marked properly, distributed only to need-to-know recipients, and not forwarded. Justee checks for all five conditions.

Generally no: sharing with the auditor is often treated as a waiver. Justee flags auditor-distribution patterns and suggests a two-document approach.

FRCP 26(b)(3) protects materials prepared in anticipation of litigation. Stronger than privilege for opinion work product. Justee identifies anticipation-of-litigation triggers.

Drafts can be privileged but are routinely produced if not marked. Justee suggests "Draft, Privileged" markings and limited circulation.

Yes. For public companies, Justee flags memos containing material non-public information distributed in patterns that could trigger Reg FD obligations.

Whichever you select. Justee applies U.S. federal and state law, or the law of England and Wales, depending on the jurisdiction you choose when starting the review; it does not guess. Any U.S. state can be selected. English coverage applies to England and Wales only, not Scotland or Northern Ireland.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

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Last updated: October 22, 2026

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Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.