Fasken's corporate governance partners examine how AI is reshaping directors' legal duties, drawing on a May 2026 Nasdaq survey, a March 2026 Australian Federal Court ruling, and an active Delaware M&A dispute.
A key distinction they highlight is the gap between approved AI and so-called “shadow AI,” i.e., unsanctioned tools that roughly two-thirds of board members are reportedly already using. They examine what each means for the duty of care, the business judgment rule, and the risk of inadvertent disclosure of privileged or commercially sensitive information.
What makes the analysis particularly useful for directors is the tension it flags at the governance level: overreliance on AI risks breaching fiduciary duties, but dismissing tools that could meaningfully strengthen decision-making may raise similar exposure from the other direction.
Read the full article: AI in the Boardroom: The Good, the Bad, and the Complex Balance Directors Must Navigate. It is the first installment in the firm’s ongoing AI in the Boardroom series. For more Fasken corporate governance thought leadership, visit its Capital Markets and M&A hub and subscribe.
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Sarah Gingrich is the Co-Leader of Fasken’s national Capital Markets and Mergers & Acquisitions group. Her practice is focused on securities and capital markets, mergers and acquisitions, shareholder activism and corporate governance. Canadian and international corporations, underwriters and investors rely on Sarah for her practical, results-oriented approach to complex legal issues across a wide range of industries, including energy, oil and gas, mining, technology, transportation and financial services.
Tracy Hooey is Vice Chair of Fasken's Business Law practice in Ontario. Her practice is focused on securities and mergers and acquisitions. She advises public and private clients on a range of transactional matters including securities offerings, acquisitions and divestitures, investment product structuring and corporate governance and securities law compliance matters.
Jon Conlin is one of Vancouver’s top venture capital and emerging technology lawyers. As the National Co-Lead of Fasken’s Emerging Technology & Venture Capital Group, Jon advises high-growth technology companies, founders, and venture capital funds on complex transactions across Canada’s innovation economy. He is also a key member of the firm’s Mergers & Acquisitions and Private Equity Groups.
Shanlee von Vegesack’s practice is focused on securities and capital markets, mergers and acquisitions, private equity, start-ups, shareholder activism and corporate governance. Shanlee has a business-friendly, “get the deal done” mentality, enabling her to develop close and trusting business relationships while delivering practical, timely and high-value advice on an array of complex legal issues and transactions.
Guillaume Saliah is a partner in our Montreal Business Law Group and practises business law, with experience in mergers & acquisitions, private equity, capital markets, and start-ups. He focuses on national and cross-border transactions such as purchase, sale, merger, financing and restructuring transactions, negotiated in both the public and private markets. He advises both private and institutional investors and represents issuers and brokers in relation to equity financings, by way of prospectus or private placements.
Geneviève Richard is a partner in the Corporate/Commercial group at our Montréal office. Her practice covers all aspects of business law, including mergers and acquisitions of public and private companies, private equity, corporate finance and securities law.
Paul Blyschak’s practice is focused on mergers and acquisitions, private equity, corporate and commercial matters, and project development. His experience includes advising clients regarding private and public M&A, including share purchases, asset purchases, and plans of arrangement. His experience also includes other complex and high value commercial contracts and arrangements such as commodity purchase and sale agreements, corporate restructurings, joint venture agreements, shareholder agreements, and project development agreements. He also has experience advising corporate directors regarding their fiduciary duties and other potential liabilities in various contexts, including M&A, nominee directors, and corporate compliance programs. He also has experience in various manner of shareholder disputes.