Clients are desperate for excellent written legal advice. The clearer the advice, the easier their job is.

It's important, but it isn't easy. Here, I'll provide some recommendations about how to do it.

Caveat: Reading about writing is of limited value. So, my primary piece of advice is to aim for simplicity, clarity, and concision. It may take you more than an hour to write, revise, and then revise again just one paragraph. That’s normal. I promise it’s worth it.

The Basics

Keep it Simple

When you're advising a client, your goal is to help her make good decisions. Complex, confusing, rambling, run-on-sentence advice doesn’t do that.

Use as few words as possible and tl;dr’s for complex advice. Avoid walls of text (bullets and headings are your friends!). Most importantly, keep it simple and logical.

The Classic Structure

The following basic outline of advice works well to write great advice:

Tl;dr [Note: Only necessary if the advice is particularly complex]

[Friendly Greeting,]

The short answer is . . . . [concise description of the issue]

Here are the details:

[Concise statement of the legal rule.]

[The application of the legal rule to the facts.]

[The conclusion.]

[Friendly salutation,]

[Your name]

Some Examples

Question

Subject: Do We Need a Talent Release Form?

Hi Legal team!

I'm working on a project with our Comms team to interview users and create testimonial videos. The videos would be internal only, but there is some interest in putting these on our social channel.

Do we need talent to sign any sort of release form?

Answer

Hi,

Yes, we should ask the interviewees to sign a media release form (see attached).

Here’s why: People have a "right of publicity", which means we need their permission to use their names and images for commercial purposes (our social media counts as commercial).

Thanks, and have a great weekend!

Question

Subject: Logging requirements for right to be forgotten

Hi Legal Team,

Are we required to save full GDPR/CCPA account deletion requests, or would a log of received requests suffice?

Response

Great question and thanks so much for reaching out about this.

Keeping only a log of deletion requests is enough, but we should keep the following information for at least 24 months:

• the date of request
• nature of request
• manner in which the request was made
• the date of our response
• the nature of the response
• the basis for the denial (if applicable)

Why? Because the California Consumer Privacy Act requires us to log consumer data deletion requests and responses for at least 24 months.

Happy to chat more if you have any questions.

Avoiding Some Common Pitfalls

Deciding for Your Client

Your goal is to give the business all the legal information it needs to make a good decision. That’s it. You’re not trying to make the decision for your clients, implement it, or show them how smart you are.

In pictures, we want to be one input into our client’s decision, not the team that dictates an outcome.

vs.

Being Unsure About the Rule the You’re Applying

Legal advice is, at its core, the application of a legal rule to a set of facts.

Question → Application of Legal Rule → Advice
Too often, we skip the rule. Don’t do that! It’s almost impossible to arrive at the right answer if you don’t know the right rule. If you take nothing else from this document, take this: Constantly check in with yourself about whether you know the rule you’re applying.

Not Explicitly Stating the Rule

When writing advice, lawyers often fail to state the rule they are applying, and instead jump straight to the conclusion. This is often a mistake, as detailed in Always Give a (Good) Reason.

Forgetting About Potential Plaintiffs

Think about who could sue us, how strong the claim is, and what the potential exposure is. See https://pcounsel.blog/is-your-lawyer-any-good/ for more.

Failing to Read the Room: Over- or Under-Explaining

Understanding your client’s interests will save you a lot of time and agony. For example, if you are advising on one of your client’s key annual initiatives and are delivering bad news, your should provide a detailed and well-supported rationale. If, on the other hand, this is an offhand idea of little importance, a one-sentence explanation will likely suffice.

Failing to Make Clear that Business Advice Isn’t Legal Advice

If you are offering a mix of business and legal advice, your clients often won’t know which is which. They will be confused and annoyed if they push back on, for example, a suggested change in phrasing that isn’t legally required but you think is advisable.

Some Personal Reflections on Writing Legal Advice (aka Why I Care So Much)

Here’s the origin story of my experience giving in-house legal advice. My hope is that it gives some insight into why I care so much about this.

My first experience giving in-house advice was as brand new Product Counsel at Dropbox. Dropbox was attracting some of the best and brightest Product Managers (many of whom went on to start successful companies). It was a demanding crowd. These PMs had a well-honed professional habit of asking hard questions and thinking from first principles.

As a result, advising them to do anything they didn’t already want to do was met with a barrage of probing questions: “Why exactly do we have to do it this way?” “What about company X that does it this way?” “Is this a theoretical risk or an actual risk?” “What does the regulation actually say?” “What about Section 11.2.3(a), which states . . .” etc.

I would draft and redraft client-advice emails for hours. In doing so, I developed the style, described above, that worked for most situations.

Special thanks to Tammy Zhu at Sourcegraph and Ashley Pantuliano at OpenAI for reading and providing suggestions to early versions of this post.