Antitrust Internal Investigation Summary

Produces a privilege-protective, board-ready memo synthesizing internal antitrust investigation findings for technology platform companies under US federal law.

Quick Start

Before drafting, collect:

Investigation charter — directing authority, investigators, dates, privilege posture
Factual record — triggering complaint, implicated contracts, internal comms, product decision docs, regulator correspondence
Interview materials — Upjohn-warned summaries (role, topics, key assertions)
Market context — products, monetization, rivals, switching costs, network effects, prior assessments
Remediation status — stop-gap steps, policy updates, product/contract changes
Procedural posture — anticipated litigation, M&A, preservation holds

If critical inputs are missing, request them: "To provide a competent risk assessment, I require [specific items]."

Output Structure

The memo contains seven sections in order.

1. Privilege Header

Every page:

ATTORNEY–CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Prepared at the direction of counsel to provide legal advice regarding
antitrust compliance and potential exposure. Intended solely for [Company]
senior leadership and the Board of Directors. Do not forward outside
those who need to know for purposes of receiving legal advice.

2. Executive Summary

BLUF format. Frame each finding as: Issue → Key Facts → Legal Significance → Risk Level → Recommended Action

Anchor three risk pillars:

Legal Liability — strength of potential claims
Regulatory Scrutiny — DOJ/FTC enforcement probability
Reputational Impact — downstream effects on partners, developers, public

3. Investigation Scope & Methodology

Cover: triggering event, time period, products/units, conduct categories, document sources, custodian/interview counts, analyses performed, known gaps. Be specific without creating a discovery roadmap.

4. Key Findings

Organize by issue, not witness or chronology. Map each finding to:

| Theory | Statute | Key Elements | |---|---|---| | Monopolization | Sherman Act § 2 | Monopoly power + willful acquisition/maintenance [VERIFY citations] | | Vertical restraints | Sherman Act § 1 | Agreement + unreasonable restraint (rule of reason) | | Acquisitions | Clayton Act § 7 | May substantially lessen competition [VERIFY current Merger Guidelines] | | Unfair methods | FTC Act § 5 | Broader than Sherman/Clayton; reaches gatekeeping conduct [VERIFY citations] |

Tech-platform issue checklist:

[ ] Self-preferencing (ranking, defaults, API access)
[ ] Tying / bundling
[ ] De facto exclusivity (rebates, defaults)
[ ] Anti-steering provisions
[ ] Interoperability / API restrictions
[ ] MFN / parity clauses
[ ] Killer acquisitions
[ ] Ecosystem lock-in / switching cost manipulation

For each finding: (1) conduct, (2) record evidence including hot documents, (3) procompetitive rationale, (4) contrary evidence, (5) uncertainties.

5. Risk Assessment

Three layers:

| Layer | Question | |---|---| | Legal | Plausible statutory theory? | | Factual | Evidence strength? Discovery exposure? | | Enforcement | DOJ/FTC likely to prioritize? [VERIFY current posture] |

Also address: relevant market definition, key pivots, counterfactual analysis. Avoid pseudo-quantification ("70% chance") — use risk drivers.

6. Remediation Recommendations

Frame as strategic risk mitigation, not admission. Three tiers:

| Tier | Timeframe | Examples | |---|---|---| | Immediate | 0–30 days | Stop-gap changes, messaging | | Structural | 1–6 months | Policy/contract revisions, approval pathways | | Monitoring | Ongoing | Audits, training, metrics |

Tie each to a finding. Assign ownership and timeline. Use advisory language: "revise provisions that could be characterized as conditioning" not "cease illegal tying."

7. Regulatory Exposure & Readiness

Cover: pending inquiries, likely theories mapped to facts [VERIFY agency priorities], key risk documents/witnesses, preparedness status, strategic options.

Readiness checklist:

[ ] Preservation holds functioning
[ ] External counsel retained
[ ] Response protocol for CIDs/subpoenas
[ ] Messaging guidelines updated
[ ] HSR considerations (if M&A dimension)

Drafting Rules

Privilege-protective:

Advisory language throughout ("evidence could be interpreted as…" not "the company fixed prices")
Separate facts from analysis from recommendations
Never make conclusory admissions — use "potential theories," "enforcement risk," "facts that could be argued to support"
Privilege framework: Upjohn, Hickman v. Taylor, Fed. R. Civ. P. 26(b)(3), Fed. R. Evid. 501 [VERIFY citations]

Adversarial resilience:

Draft as if a regulator will read despite privilege claims
Test every sentence: quoted out of context in a complaint, would it be damaging?
Address hot documents directly — acknowledge, contextualize, assess
Balance exclusionary findings against procompetitive benefits

Anti-hallucination (non-negotiable):

Every citation and doctrinal statement must be verified or marked [VERIFY]
Every factual assertion traceable to a document, interview, or dataset
Separate verified facts from counsel's assessment
Confirm the record supports characterizations like "systematic" or "widespread"

Scope and Ethics

US federal antitrust only — flag state AG, private class action, and international (EU Art. 102, DMA, UK) exposure for specialist follow-up
Present risk in circuit-neutral terms unless circuit is specified and verified
Counsel represents the organization (Model Rule 1.13), not individuals
Attorney must review all output — this is a drafting aid, not legal advice
Do not input unnecessary personal data; follow organization's secure AI workflow