THE RISKS OF AI NOTETAKERS IN THE BOARDROOM
Board minutes are important corporate records. They are the official account of corporate action, often assumed to be the most accurate and complete record of a board’s deliberative process.
As a result, they are intensely scrutinised by shareholders exercising their rights to inspect a corporation’s books and records, regulators conducting inquiries and investigations, and courts adjudicating corporate disputes.
When questions arise, perfunctory or incomplete minutes can compound concerns about the corporation’s and directors’ decision making. Yet thoughtful, substantive minutes can help protect corporations and boards by showing that directors acted with care and loyalty and exercised well-informed, well-reasoned business judgment.
Given how consequential they can be, boards have perfected the art of complete but curated meeting minutes. These minutes thoughtfully document substantive meeting content, such as presentations, adviser guidance and deliberations, while intentionally excluding content that is immaterial or that a corporation may have good reason not to memorialise, such as subjective opinions and reactions, privileged discussions or highly confidential information. This approach balances the benefits of thorough, reliable records against the need to protect sensitive information, encourage candid participation and limit unhelpful second-guessing.
Today, virtual board meetings and the increasing presence of artificial intelligence (AI) notetakers are challenging the status quo, replacing or supplementing thorough but curated minutes with exhaustive records. Businesses and executives increasingly use AI meeting assistants and similar tools to create detailed or verbatim records, and boards are no exception.
Oct-Dec 2026 issue
Skadden, Arps, Slate, Meagher & Flom LLP