Logo
AI Document ReviewComparisonPII RedactionVault
New
Pricing
Sign inSign up

AI Success Fee Agreement 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

A success fee agreement compensates an investment banker, broker, or M&A advisor on closing of a transaction. Justee reviews success fee agreements against FINRA broker-dealer registration requirements, SEC unregistered finder enforcement, and standard precedents to flag exclusivity, scope, and tail provisions.

Free and no sign-up required.

3 of 3 reviews left this month · Upgrade

Get Your Free Document Review

Anonymous analysis is saved for 24 hours.
Sign up free
Unlock multistate review on any paid plan.
From $19/mo
Unlock Full Private Mode with zero-access encryption.
See plans
0 / 1
Federal

Federal law is always checked. Add up to 1 state.

Your data is protected at every layer

Protected by reCAPTCHA. Privacy · Terms

Guest uploads are automatically deleted after 24 hours

Key Takeaways

Transaction-based compensation generally requires FINRA broker-dealer registration (SEC Paul Anka Letter, January 2010)

Tail fees beyond 12-18 months capture transactions the advisor did not directly source

Scope language must define "Transaction" tightly to avoid claims on unrelated deals

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.

Success fee agreements are the standard form for M&A advisors but sit at the boundary of securities-broker registration. The SEC has consistently taken the position that "transaction-based compensation" (payment contingent on a securities transaction closing) generally requires broker-dealer registration under §15(a) of the Exchange Act. The Paul Anka No-Action Letter (January 2010) and the 2014 M&A Brokers no-action letter are frequently cited. Failure to register can make the engagement voidable under §29(b). Standard success-fee scope (Lehman formula 5/4/3/2/1 graduated, or flat percentage) and tail period (12-18 months from termination) are negotiable but heavily-precedented. Sell-side engagements typically include exclusivity (90-180 days) and minimum fee floors. Buy-side engagements include defined "introduced parties" lists. Justee analyzes success fee agreements against FINRA registration requirements, SEC no-action precedent, and standard M&A advisor terms to flag enforceability and scope risks. 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

Flags FINRA broker-dealer registration questions

Reviews fee formula reasonableness (Lehman/double-Lehman)

Checks tail period and triggering events

Reviews "Transaction" scope language

Checks minimum fee and expense caps

Common Risks We Identify

Advisor not FINRA-registered, engagement potentially voidable

Tail period extends 24+ months capturing all future deals

Scope captures non-introduced parties

Minimum fee uncapped on small transactions

Expenses uncapped and undefined

Illustrative Example

For example, Justee reviews a success-fee letter with a 5% Lehman formula, 24-month tail, and scope reading "any sale of the Company or its assets to any party" for a $90M sale of a SaaS company in San Diego represented by a regional M&A advisor.

Issue Found: The advisor was not FINRA-registered, and transaction-based compensation in a private M&A deal involving stock consideration likely required registration. The 24-month tail also captured a strategic acquirer the founder had been talking to for two years before retention, so the advisor could claim a full fee on a deal it played little role in.

Next step: Justee flagged the registration and tail risks, so the company could ask for a FINRA-registered broker-dealer of record, a 12-month tail limited to documented Introduced Parties, and an exclusion for the strategic acquirer it already knew.

Overbroad Tail and Scope

Problematic Language

"For 24 months following termination, the Company shall pay the Success Fee on any sale of the Company or its assets to any party."

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

"For twelve (12) months following termination (the "Tail Period"), the Company shall pay the Success Fee on any Transaction with an Introduced Party. "Introduced Party" means a counterparty (i) introduced to the Company in writing by Advisor during the engagement and (ii) identified to the Company in writing on the Introductions List attached as Schedule A within ten (10) business days of introduction. The Tail Period shall not apply to (a) parties already engaged in active discussions with the Company prior to the engagement (the "Pre-Engagement Excluded Parties" listed on Schedule B), (b) Affiliates of the Company, or (c) involuntary transactions (foreclosure, bankruptcy)."

Why it matters: The suggested language ties the tail to actual advisor contribution, defines Introduced Parties with documentation, and excludes pre-existing relationships.

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

Justee AI

ReviewsComparisonsStorageEditorChat

1-6 min

Speed

$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

Speed

Varies

Usually pricier

Varies

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

SEC Paul Anka No-Action Letter

SEC unregistered finder guidance

FINRA Broker-Dealer Registration

FINRA firm registration

SEC Section 15(a) Registration

SEC broker-dealer registration

Related Document Reviews

Placement Agent Agreement ReviewLetter of Intent ReviewEngagement Letter ReviewTerm Sheet 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.

Success Fee Agreement Review FAQ

For transaction-based compensation involving securities, generally yes. Justee flags the registration question, and you can confirm an advisor's status on FINRA BrokerCheck.

Smaller deals often use a Lehman-style formula (5/4/3/2/1); larger deals often use a flat percentage. Justee explains the formula in your letter and flags terms worth negotiating.

Commonly 12 to 18 months. A longer tail that also captures non-introduced parties is aggressive. Justee flags overbroad tails.

Yes, and it is common to do so with an Excluded Parties list at engagement. Justee suggests standard exclusion language.

No. Justee helps you understand the letter and spot terms to raise. Negotiation and execution remain with M&A counsel.

Both. Justee was built for U.S. law (any U.S. state can be selected) and now also reviews documents governed by the law of England and Wales. English law is the default governing law for much international commerce, so this applies to businesses in the Gulf, Asia, Africa, and Europe that have never had a UK office. Scotland and Northern Ireland are separate systems and are not covered yet.

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.

Ready to Review Your Document?

Upload your document above to get started. No sign-up required.

Need more reviews? Create a free account

Last updated: October 22, 2026

Privacy

Full Private Mode

Legal

Terms of servicePrivacy policy

About

About usContactsBlogAffiliate program

Follow us

LinkedIn
logo

© 2026 Justee. All rights reserved.

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