AI-powered notetaking tools, including standalone products like Otter.ai and Fireflies and features now embedded in Zoom and Teams, are becoming common in everyday business meetings. Many can be configured to auto-join meetings on a user’s calendar and some may do so automatically without human authorization. Which means the AI notetakers may already be appearing in board and committee meetings without a deliberate governance decision to permit them.
Since board and committee meetings are not ordinary meetings, this can create a governance issue. Unlike an ordinary business meeting, Board meetings involve discussion of strategic and sensitive matters, and often times that includes privileged legal advice. Board meetings are also where the company formally documents its decision-making process. The efficiency gains AI notetakers may offer in routine settings do not currently outweigh the potential risks of having an AI notetaker in your Board meeting.
Why This Is Different at the Board Level
Privilege
Most AI notetaking tools route audio through third-party systems. Vendor terms may permit retention, processing, or use of meeting data in ways the company does not fully control. If privileged legal advice is captured, transmitted to, stored by, or processed through a third-party platform without adequate safeguards, third parties may have an argument that confidentiality was not preserved. This can create privilege disputes and litigation over waiver.
A Parallel or Different Record
Board minutes are drafted carefully and intentionally. Minutes are designed to reflect actions taken, material information considered, and the Board’s process. Board minutes should not be a verbatim transcript of every question, aside conversation, or hypothetical offered by directors. AI notetaking tools create a second and more detailed record of the meeting that may be different from the official minutes in wording, emphasis, or completeness. In litigation or a books-and-records demand, that second record may become a focal point.
Accuracy
AI-generated transcripts and summaries can misidentify speakers, omit qualifiers and nuance, misjudge tone or sarcasm, and summarize side remarks as definitive conclusions. They may also overstate or infer points that were not expressed by a director with the same level of certainty. Those errors can cut in both directions as omissions may be cited to suggest the board failed to consider an issue while distortions can create a record that does not fairly reflect what actually occurred.
Chilling Effect
Directors who know that every remark is being captured, transcribed, summarized, and searchable may be less willing to ask hard questions, test assumptions, or challenge management. Since candor is central to effective board oversight and governance, such a chilling effect is a real concern.
Loss of Control Over Distribution
Many AI notetaking tools automatically circulate transcripts, recaps, or summaries to meeting invitees, bypassing the review and gatekeeping that a corporate secretary, board chair, or legal counsel would ordinarily apply before any meeting record is distributed. It can also create issues in executive sessions, special committee meetings, conflicts of interest reviews, and other settings where attendance and information flow are intentionally restricted.
Recording Laws
A number of U.S. states require all participants’ consent before recording certain conversations. Tools that record automatically or join before consent is addressed can create risk under applicable wiretapping, eavesdropping, or privacy statutes.
Inspection Demands and Discovery
Shareholders of Delaware and Colorado corporations have statutory rights, in certain circumstances, to inspect corporate books and records for proper purposes. Detailed and searchable AI transcripts of board deliberations may strengthen an argument that such materials are relevant to that inquiry, especially if the official minutes appear sparse by comparison.
Practical Steps for Companies to Take
In most cases, companies should avoid AI notetaking tools in board and committee meetings at this stage. At a minimum, companies should:
- adopt a written policy prohibiting unauthorized AI recording, transcription, and summarization for board, committee, executive-session, and special-committee meetings;
- disable built-in platform features and audit calendar integrations that may cause AI assistants to auto-join;
- require the meeting host to confirm at the outset that no unauthorized recording or AI assistant is active;
- rely on disciplined minute-taking through the company’s ordinary governance process; and
- review retention practices, security controls, and vendor terms before allowing any tool in other corporate settings.
James Liebscher advises companies, boards, and executives on corporate governance, securities, and M&A matters. Before joining Sparks Willson, he served as Chief Legal Officer and Secretary of Solid Power, Inc., a publicly traded battery technology company, where he oversaw governance, securities, and compliance matters. He can be reached at jal@sparkswillson.com or (719) 634-5700.
