A wizard for the AI deal memo privilege question
Four questions about how a deal memo paragraph was produced, plus a heuristic classification of the likely work product status.
The work product question for AI-assisted deal memo paragraphs is genuinely unsettled. The longer essay here walks through the doctrine and the practical implications. The short version: the lawyer’s mental impressions are protected, the AI’s raw output may not be, and the line depends on facts that most lawyers are not yet documenting.
The deal memo work product wizard walks through four questions about how a paragraph was produced: content character, authorship, prompt quality, editing depth. It applies a simple decision tree to produce a rough classification (likely opinion work product, likely ordinary, likely discoverable, or uncertain) with reasoning and recommended actions.
When to use this
When you are working on a deal memo that incorporates AI-generated drafting and you want a quick read on whether the analysis sections are likely to be protected. The wizard runs in under a minute and surfaces the levers (directive prompts, substantive editing, content character) that move the protection from weak to defensible.
When you are training associates on AI-assisted drafting. The wizard makes the doctrinal framework concrete in a way that abstract bar association guidance does not.
What it is not
It is not a privilege determination. Real privilege analysis depends on specific facts and jurisdiction, and the doctrine is being worked out in real time. Use the wizard’s output as a discussion prompt with senior counsel, not as an answer.
It is also not a substitute for the broader workflow conversation. If your firm is doing AI-assisted drafting and has not thought through the prompt preservation, the vendor retention contract, and the matter hold protocols, those conversations matter more than any individual paragraph classification.
Walter Allison is a corporate attorney in Denver. He writes here about M&A, private equity, and venture capital structure.
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