We’ve all been there: You hop on a video call and see that, along with your fellow meeting attendees, AI notetaking software is also there, recording, transcribing, and diligently listening to everything everyone says.
But just because this scenario is now commonplace during meetings of all kinds—from board meetings to internal team meetings, to discussions with outside partners—doesn’t mean it’s always safe or even advisable.
That’s why it’s important to know the legal risks for organizations who use AI notetaking, especially those who may use AI transcription for official board meetings—and why consulting your lawyer before using AI notetaking in a meeting could save you significant pain and even internal conflict down the road.
The legal considerations of using AI transcription software
While caution should be exercised whenever such software is used for taking meeting notes, Perley-Robertson, Hill & McDougall LLP/s.r.l.’s Désirée Estephan-Saliba says the legal considerations of AI notetaking are highest when used during official board meetings.
Here are some of the top legal considerations to keep in mind, especially for companies required to keep meeting minutes as per the Canada Business Corporations Act and the Business Corporations Act (Ontario):
Free-flowing discussions: Automated transcription may discourage some board members, or other meeting participants, from speaking freely—which can have negative impacts for your business and employees.
Litigation and directors’ liability: Meeting minutes typically show the outcome and decision taken by the board, along with any consideration of relevant issues prior to the decision, in a nuanced (not word-for-word) fashion.
At the same time, meeting notes and minutes aren’t privileged and can be used in litigation. They can also be used to prove or disprove whether a director has met their duty of care or fiduciary obligation.
A word-for-word transcript that doesn’t capture nuance, tone, and context can expose directors to liability and even potentially sabotage business decisions.
“That’s because if there’s conflicting information as to what the decision was, especially for corporations who are accountable to shareholders, someone can go back and question that decision,” explains Estephan-Saliba. “It can undermine the meeting minutes.”
Director’s dissent: While every director has the right to formally document their dissent of any passed resolution in the minutes, most disagreements don’t reach this level of seriousness. That’s why it’s important to consider that any disagreement captured in word-for-word AI notetaking could be perceived as dissent—again undermining any decisions made—to anyone reading the transcript afterward.
“Is there animosity amongst the directors or the shareholders, where they would then look at those notes to see if there’s any dissent?” asks Estephan-Saliba. “Is that going to cause more tension among the shareholders or directors? You better believe that there’s going to be more conflict.”
Other legal concerns around the use of AI notetaking include the accidental disclosure of confidential or privileged information in an AI-generated transcript or summary.
Best practices for using AI transcription in meetings
While it’s difficult to quantify the legal risks a company faces when using AI notetaking software, Estephan-Saliba says any company using AI transcription software for meetings puts itself at risk of a data breach. And IBM’s most recent Cost of a Data Breach report estimates that the global average cost of a data breach in 2024 was nearly USD$5M.
Companies also face potential liability if third parties aren’t informed if their data has been breached.
Estephan-Saliba recommends all companies review the terms and conditions of how their AI notetaking software stores, maintains, and destroys data.
“You just have to know what tool you’re using,” she explains. “Do they keep the data forever? Who has access to the data? Because in most cases, you don’t know. You have no idea where they store the information, or how long they store it.”
Along with reviewing your provider’s terms and choosing the right tool for your organization, other best practices include always disclosing the use of (and asking for permission to use) an AI notetaker. Organizations should also establish and review AI usage policies and ensure a human oversees any AI notetaking for meetings.
And while she says these legal considerations and best practices are continuously evolving, companies should err on the side of caution—and if they have questions or concerns, they should contact their lawyer.
“It’s all very up in the air right now,” she says of emerging legal considerations around AI usage, “and it’s our job to help businesses get ahead of it.”
