WRITING

Drafting the Best Legal Memos

Learn to navigate complex legal issues and communicate effectively with clients and colleagues, ensuring your memos are both informative and decisive.
  • Joe Regalia

Drafting Memos

When clients or colleagues ask you to write a memo, it’s usually because they face a particularly complex or important decision and want to ensure they’ve dug deep into the nuance. That is because, these days, clients often prefer to jump straight into the motions, demand letters, or other more consequential documents needed to move a case forward. So if you are writing a memo, chances are, it matters. 
The legal memorandum is a professional opinion. It examines a legal issue, identifies governing laws, applies those laws to the facts, and concludes with advice or recommendations. Whether it’s considering the enforceability of a non-compete clause or assessing a potential merger’s impact on market competition, you will need to distill the issues that matter most and give readers what they need as efficiently as possible. 

Memo Components

Traditional memos contain a header section, a question presented and brief answer—and then the typical components of any legal analysis, including a fact section, a discussion, and a conclusion. 
Before we get to some tips for making your memos shine, let’s consider those first two components, which are unique to memos. 
The header section is straightforward. This is where you note who you’re writing the memo to, who it’s from (if you’re writing it, that would be you), the date you submitted the memo, and the memo’s topic.
example
To: Susie Park
From: Joe Regalia
Re: Trademark infringement analysis for the Smith vs. Guo matter
A few tips to keep in mind with the header
Double-check who should be in the “To” and “From” lines. 
  • Should you address the memo to a senior attorney on your team?
  • To a representative of your client’s (if it’s an organization)?
  • To your client themselves?
  • And are you writing this memo on behalf of yourself, your team, someone else, or your organization as a whole?
Clients and your organization will likely have preferences for how memos are headed. 
Next, take a moment to craft the “regarding” line. Give readers enough information about the matter and particular issues covered in the memo so that they can easily decide whether to read it without going further than the header. 
This also extends to the file name you save the memo with. Ensure you follow your organization’s conventions and name the file something descriptive future team members will be able to find. 
The question presented and brief answer are a more formal, traditional convention for sharing your memo’s executive summary—what lawyers often call an introduction in other documents like motions. 
The question presented offers readers the specific legal questions your memo tackles. The brief answer shares a summary of the key takeaways from your document—the answers to the questions presented. 

Some More Guidance for Writing the Best Memo

At the outset, take time to understand precisely why you are writing the memo. Whenever you get a memo assignment, ask lots of questions about what is expected. But with memos, this step is particularly important. 
Ask questions like
  • What will your reader do with this information? 
  • How much time should you spend? 
  • How much information do they want? 
  • When do they want it by? 
  • What, exactly, are the questions you should answer? 
  • Are there any helpful places to start?
Before you begin drafting, take a moment to contemplate your audience. A senior attorney or partner in your firm will look for depth, sophistication, and nuance in your arguments. They may already be familiar with the basic legal concepts and seek your insight into how those concepts apply to the specific facts of the case. 
Conversely, a client without a legal background needs a document stripped of jargon, couched in plain language that enlightens without overwhelming. You’ll need to transform the complex into the comprehensible without sacrificing the subtlety and strength of your legal analysis.
distill the takeaways
Distilling your memo’s takeaway in a useful introduction (traditionally referred to as the brief answer) is just as important as distilling any other legal document at the start. So start with a short, distilled summary. But because memos are meant to predict outcomes and not just persuade, there is more room to highlight practical points in your memo’s introduction: 
  • What are the chances that each legal issue will come out positively or negatively?
  • Are there any missing facts that may change your analysis in the future?
  • Are there any other unknowns or factors that your reader should know about?
add value
In every memo you send, think about whether there are any ways to add value to the task you were given. If it’s a research assignment, are there some other resources or secondary sources you can attach for your reader to refer to? A few helpful cases?
Then offer some concrete next steps that you can take to further help your reader—don’t just do what you’re told and leave it at that. Think specifics, not an abstract “if I can do anything else let me know.” Offer to conduct specific follow-up research, track down an expert to get a second opinion—anything to show that you are thinking about future steps and the bigger picture.
example
Constructed teaching example. The two drafts below use the same limited facts: Mr. Summers was the corporation’s CEO for several years; his wife owns the shares; and the materials reviewed so far identify no misuse of the corporate form. Assume Nevada law governs this exercise. The example illustrates memo structure and review, not a complete legal opinion. Notice how the first draft jumps from an incomplete record to a confident conclusion.
Before: an overconfident draft

RE: That research you asked for

Hi Susie,

Under NRS 78.747(2), alter ego liability requires influence and governance, inseparable interests and ownership, and circumstances in which separate treatment would sanction fraud or promote manifest injustice.

Here it’s clear that Mr. Summers would not qualify. His wife owns the shares. He was CEO for several years, but the materials reviewed so far identify no misuse of the corporate form. These elements are therefore unlikely to be met, and he should be safe from personal liability.

Regards,
Joe
compare
Now apply the principles we’ve covered: orient readers to the decision, distill the takeaway, explain the reasoning, and give a concrete next step. The revision also fixes a substantive problem: a limited record does not justify the first draft’s confidence. It keeps the known facts intact, preserves all three statutory elements, and makes the missing work visible.
After: a useful preliminary assessment

RE: Summers corporate debt — facts needed to assess personal exposure

Hi Susie,

Brief answer
We do not yet have enough information to give Mr. Summers a reliable assessment of his alter ego exposure. The materials reviewed so far identify no misuse of the corporate form, but we still need to examine his actual role and the company’s financial records. I recommend obtaining those records before advising him that his personal assets are protected.

Known facts and scope
Mr. Summers was the corporation’s CEO for several years, and his wife owns the shares. This preliminary assessment assumes Nevada law applies and addresses alter ego liability only. It does not resolve other possible grounds for personal liability.

Why more work is needed
NRS 78.747(2) requires three elements: influence and governance of the corporation; unity of interest and ownership making the person and corporation inseparable; and circumstances in which separate treatment would sanction fraud or promote manifest injustice.

The present record does not let us assess each element. We need to understand what decisions Mr. Summers made as CEO, whether personal and corporate finances remained separate, and what conduct allegedly caused the creditor’s loss. His wife’s ownership and the absence of identified misuse in the limited materials are facts to investigate, not substitutes for that analysis.

Next steps
I recommend requesting the ownership records, financial statements, relevant transactions, and documents showing Mr. Summers’ decision-making role. I would then check the governing law and relevant decisions, apply them to the fuller record, and update this assessment.

Best,
Joe
What changed? The revision identifies the decision, separates known facts from open questions, and proposes the work needed to reach a firmer answer. It does not make the facts more favorable or treat smoother wording as better analysis. The statutory starting point is Nevada’s NRS 78.747; a real matter requires current research and a fuller record.

Put the skill into practice

Help your team write memos reviewers can use

Bring these skills into a live legal writing workshop for your firm or legal department. Discuss training on useful brief answers, clear analysis, and recommendations that help the reader decide what to do next.

For AI-assisted work, Is This Ready to Send? is a 90-minute workshop in which lawyers check drafts against sources, identify missing qualifications, and produce a version they would send.

Learning on your own?

Joe Regalia
Write.law co-founder Joe Regalia combines his experience as both practitioner and professor to create exciting new ways to teach legal skills.  Learn more about Joe

Sign up for our newsletter!

Get writing and other legal practice tips delivered to your inbox every other Thursday.
Thanks for joining!
We’ve sent a welcome email to your inbox.