AI Note-Taking in the Boardroom
(Don’t Do It)

AI note-taking tools are increasingly common in day-to-day business settings, and our clients often ask if they should use AI notetakers in board meetings. While AI note-taking can be a valuable tool in many contexts, board and board committee meetings present a unique set of concerns that warrant special attention. The combination of fiduciary duties, sensitive strategic discussions and potential litigation exposure makes the boardroom an environment where the risks of AI note-taking are particularly acute.

Here are the principal reasons not to use AI notetakers during board meetings:

1. Confidentiality and data security: Board meetings involve highly sensitive information. If the AI tool is cloud-based or relies on third-party providers, there is a risk of data breaches, unauthorized access or compliance issues under cybersecurity regulations and company policies. Even enterprise-grade tools with enhanced security protections may not provide sufficient safeguards for information of this nature.
2. Accuracy and understanding context: AI may not fully grasp nuance, tone or context, particularly in complex, high-stakes board discussions. It could misinterpret sarcasm, intentionally vague statements or off-the-cuff remarks and record them literally, creating a misleading or overly formalized version of the conversation.
3. Attorney-client privilege risks: Parts of board discussions may be protected by attorney-client privilege. While this is an evolving area of law, at the time of this writing, at least one US court has found that information shared with an AI tool was not subject to attorney-client privilege. This underscores the importance of carefully evaluating whether and how AI tools are used in settings where privileged communications may occur.
4. Lack of discretion in editing: Human notetakers can apply judgment about what to include or omit in notes. AI might record verbatim or capture too much detail, creating a more extensive record than intended. This can backfire if board minutes are ever scrutinized in litigation or regulatory inquiries.
5. Chilling effect on discussions: If participants know that AI is listening and transcribing, they may self-censor or avoid candid discussions, undermining the quality of conversations. Open dialogue is essential to effective board governance, and the presence of an AI notetaker may discourage directors from raising difficult questions or expressing dissenting opinions.
6. Regulatory and litigation exposure: There is potential for anything recorded to become discoverable. Overly detailed or inaccurate AI notes could create risk in securities litigation, shareholder derivative suits or regulatory inquiries. Think of it as having a court reporter in your boardroom – one with no filter.

AI note-taking tools offer tremendous potential and can meaningfully enhance productivity in many business settings. However, given the unique combination of fiduciary duties, privilege concerns, confidentiality requirements and litigation exposure inherent in board and board committee meetings, AI note-taking tools should not be used in the boardroom.