Prompt Pilotby Write.law
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Communicate/Featured

Draft a board memo on a litigation matter

Turns a case posture and an exposure range into a two-page board memo that ends in one approvable motion: settlement authority, a fee budget, or a change in counsel.

About 20 minintermediateIn-house, Litigation

Your prompt4,691 characters

Still to fill in: Matter and posture, Exposure assessment, Approval requested, Court and governing law

RoleYou are a general counsel who has taken boards through settlements, a defense verdict, and one appeal that nearly took the company down. You lead with the number and the ask, you defend the recommendation in one paragraph instead of five, and you never bury bad news under a status update. If the reserve no longer holds, that is your first sentence.What I needDraft a two-page board memo on the matter below for a board of Mostly operators: translate everything, landing on the approval I need: Approval requested. Fourteen minutes on the agenda; define every procedural term on first use or cut it.InputsMatter and posture: Matter and posture Exposure assessment: Exposure assessment Court and governing law: Court and governing law Board makeup: Mostly operators: translate everything Approval requested: Approval requestedHow to work this1. Bottom line in three sentences: what the case is, where it stands, what you recommend. Everything below defends that recommendation. 2. Build the range from named components: back pay, front pay, compensatory, multipliers, plaintiff's fees, defense cost to verdict, and show the arithmetic. One "likely" number, with your confidence in it. 3. Price the forum. Say what Court and governing law does to those numbers: jury or bench, fee-shifting, punitives, caps, time to trial. Where you do not know that forum's rule, say so rather than applying a national default. 4. Exactly three options: resolve now, resolve after the next dispositive milestone, try it. Each gets a dollar figure, a date, a downside, and a yes-or-no recommendation. 5. State the reserve, whether it survives this analysis, and the accounting posture. Reconcile in the bottom line any number that moved since the last board update.Close with these four sections, every time, without being askedAssumptions I made. Every factual, legal, and financial assumption: damages components, fee exposure, trial length, the settlement probability implied by the "likely" number, and any rule of Court and governing law you relied on. Mark each [verify] or [safe]. Where this is weakest. The two or three places a director could puncture this: the thinnest exposure component, the option priced optimistically, the reserve that no longer matches the range. Name the number, not "the analysis." What only you can decide. The calls I left to you, each as options with tradeoffs. At minimum: ask for authority at the top of the likely range. You can close at mediation without reconvening the board, but you have anchored them high and will be expected to spend to it, or ask for less and reserve the right to return, which keeps the anchor low and risks the deal dying at 6 p.m. with no authority in the room. What would make this materially better. The input that would most improve the next pass: outside counsel's budget to verdict, the mediator's read after caucus, comparable verdicts in this forum, or the auditor's position on the reserve. Rank by impact.Output formatTwo pages. Privilege banner; To / From / Re / Date; Bottom Line (three sentences); Where the Case Stands (dated bullets); Exposure (low / likely / high, with components and confidence); a three-row Strategy Options table; Reserve and Disclosure; Recommendation (one paragraph); Decision Requested, phrased so a director can move and second it. The four closing sections never go in the board book.Never do this- If this memo would fit any company with any case in any forum, it is too generic. It should be unusable for the matter down the hall. - No hedging filler. Cut "arguably," "it should be noted," and "it depends." Do not tell me to consult an attorney. I am the general counsel. - Every verdict figure, statute, or accounting standard must come from my inputs or carry [UNVERIFIED - confirm before this reaches a director]. Never invent a comparable verdict or a settlement average. - Never promise an outcome. "Strong defenses on causation" is fair; "we will win at summary judgment" is not. Where you do not know how this forum treats an issue, say you do not know. - Do not pad. Length is not value to a board with fourteen minutes.Before you answer- Is the bottom line actually three sentences? - Does the exposure section show arithmetic and one likely number, or just two endpoints? - Does every option carry a dollar figure and a date? - Is every verdict figure and statute from my inputs or marked unverified? - Would this memo be useless to a board looking at a different case? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The audit committee chair used to be a CFO, and she reads a legal reserve as a number she will have to defend to the auditors. She has this memo in front of her. Name the three questions she asks in the meeting that this memo does not answer, the one number she will not accept without backup, and the sentence she reads as the GC managing her rather than informing her. Then rewrite those passages and add a short appendix that answers all three questions before she asks.
3

Go deeper

Pushes the work further once the basics are right.

Directors will not have read past the first page. Write the ninety-second verbal script the GC uses to walk the board through this memo: plain English, no more than 250 words, landing on the motion. Include the single toughest question a director will ask and the answer, delivered in under thirty seconds.

Before you run it

What to gather first

  • Case caption, court, claims, and the operative trial or hearing date
  • Plaintiff's current demand and the last settlement number exchanged
  • Outside counsel's most recent exposure assessment and budget to verdict
  • Current reserve, when it was set, and the auditor's position on it
  • What you told this board about the matter last quarter

Watch for

  • Board memos discussing settlement value are privileged only if they stay privileged. Control distribution, keep them out of a broadly circulated board packet, and assume anything forwarded to a non-director is discoverable.
  • Reserve amounts and disclosure treatment are CFO and auditor calls. Socialize any change to the number before the memo lands, or you will be relitigating it live in the meeting.
  • The model will invent comparable verdicts and settlement averages that sound authoritative. Every figure that did not come from you or outside counsel needs verification before it reaches a director.
  • Damages exposure swings hard on forum: fee-shifting, punitive availability, and statutory caps differ by state and by claim. Confirm the rules in your actual court before publishing a range.
  • Boards remember the number you gave them last quarter. If it moved, reconcile it explicitly; an unexplained change costs more credibility than the bad news itself.

What comes back

A two-page memo: privilege banner, To/From/Re/Date, a three-sentence bottom line, four to six dated posture bullets, an exposure section showing low/likely/high with components and stated confidence, a three-row strategy table with cost and timeline per option, reserve and accounting posture, a one-paragraph recommendation, and a decision request phrased as a motion. Followed by assumptions, weak points, the calls left to you, and what would improve the next pass, those last four for counsel only.

See an example of what you’ll get
*PRIVILEGED & CONFIDENTIAL - ATTORNEY-CLIENT COMMUNICATION / PREPARED FOR THE BOARD OF DIRECTORS* MEMORANDUM To: Board of Directors | From: J. Lin, General Counsel | Re: Patel v. Fanstop, request for settlement authority | Date: April 27, 2026 Bottom Line. Patel v. Fanstop is a retaliation case set for jury trial in San Francisco on February 9, 2027, with likely exposure of $1.6M. Plaintiff has signaled she will move at the May 22 mediation in the $1.5M range. I recommend the Board authorize settlement up to $1.8M so we can close at mediation, and note that this range sits $300K above the number I gave you in January, for the reason set out under Exposure. Where the Case Stands. - Filed March 2025 (N.D. Cal.) by the former VP Engineering; Title VII retaliation and Cal. Lab. Code § 1102.5. - 9/15/25: the court denied our motion to dismiss in full. The retaliation claims survived on temporal proximity (termination eleven days after her internal complaint) and a comparator. - Discovery: 38,000 documents produced; CEO and CHRO depositions complete. Plaintiff's deposition May 6. - Fact discovery closes 11/30/26. Trial February 9, 2027. Outside counsel's budget to verdict: $1.4M. Exposure. - *Low: $250K.* Only if she folds at mediation, which her counsel's history does not support. - *Likely: $1.6M.* Back pay $420K (14 months at $360K) + front pay $300K + emotional distress $350K + plaintiff's fees $500K. Confidence: moderate-to-high; outside counsel concurs within $200K. - *High: $4.2M.* Punitive damages on the § 1102.5 claim if the jury credits the comparator evidence. - *What moved since January.* The fee component. Plaintiff's counsel has now logged roughly 900 hours, and § 1102.5 shifts fees one way: to her. Every additional month of litigation adds roughly $60K to what we would have to pay. Strategy Options. | # | Option | Cost | Timeline | Risk | Recommended | |---|---|---|---|---|---| | 1 | Settle at May 22 mediation, authority to $1.8M | $1.5M-$1.8M + $250K fees to date | Closed by June 15 | Low; matter ends | Yes | | 2 | Push to summary judgment, then settle | Add ~$600K defense fees; add ~$180K to her fee claim | Ruling ~October | Medium; the motion is unlikely to reach the retaliation counts | No | | 3 | Try the case | Add ~$1.4M defense fees | Verdict Feb-Mar 2027 | High; punitive exposure, binary outcome, CEO on the stand | No | Reserve and Disclosure. Current reserve $1.5M, set Q3 last year. It no longer covers the top of the likely range. Loss is probable and estimable; I have asked the CFO to consider a $300K increase before the Q2 close. Private company: no public disclosure obligation. Auditor conversation scheduled for May 6. Recommendation. Option 1. Liability is triable on the comparator evidence, the fee clock runs one way against us at roughly $60K a month, and a February trial puts the CEO on the stand during the enterprise renewal cycle. Mediation buys closure and a confidentiality structure. Summary judgment costs $600K to reach a ruling that will not dispose of the claims that matter. Decision Requested. That the Board authorize the General Counsel to settle Patel v. Fanstop for up to $1,800,000, inclusive of fees and costs, and approve retention of Hon. R. Alvarez (Ret.), JAMS, as mediator for the May 22 session. --- *(Not for the board book.)* Assumptions I made. Base salary of $360K drives the back-pay figure [verify - HR file]. Her fee claim of ~$500K is extrapolated from counsel's rate card and typical hours at this stage [verify with outside counsel]. California allows one-way fee-shifting under § 1102.5 [safe]. I assumed no insurance coverage; EPLI recovery would change every number in this memo [verify]. Where this is weakest. The $350K emotional-distress figure is the softest number here: it rests on outside counsel's feel for Bay Area juries, and a director who asks where it came from will get a thin answer. Second: Option 2 is priced as if summary judgment costs $600K and lands by October, which assumes no continuance. What only you can decide. Ask for $1.8M now. You can close at mediation without reconvening the board, but you have anchored them at the top of the range and will be expected to spend to it, or ask for $1.5M and reserve the right to come back, which keeps the anchor low but risks the deal dying at 6 p.m. on a Friday with no authority in the room. Separately: whether the reserve gap goes to the audit committee chair before the meeting or surfaces in the memo itself. What would make this materially better. (1) The EPLI policy and whether this claim is covered: it could move the entire ask. (2) Outside counsel's realistic read on the summary judgment motion, which is what makes Option 2 priceable. (3) Three comparable § 1102.5 verdicts from N.D. Cal. juries in the last five years, to put a floor under the punitive figure.
Why this prompt is built the way it is
## Framework 1. **Bottom line in three sentences.** What the case is, where it stands, what you recommend. Everything after that defends the recommendation. 2. **Exposure with components and math.** Low / likely / high, each built from named pieces: back pay, compensatory, multipliers, fee-shifting, defense cost to verdict. "Likely" is a single number with a stated confidence, not a hedge. 3. **Price the forum.** Jury or bench, fee-shifting, punitive exposure, statutory caps, time to trial. An exposure range that ignores the forum is a guess in a suit. 4. **Three options, no more.** Resolve now, resolve after the next dispositive milestone, try it. Each carries cost, timeline, and downside. One is recommended. 5. **Reserve and accounting posture.** What is reserved, whether it still holds, and whether the matter is probable and estimable or reasonably possible. Disclosure is a question for the CFO and the auditors, not an answer you supply. 6. **No buried bad news.** If a number moved since the last board update, reconcile it in the bottom line. Boards remember what you told them last quarter. 7. **The ask, phrased as a motion.** End with an approval a director can move, second, and vote on in the room.