The Oklahoma Bar Journal April 2026

B usiness & C orporate L aw

No Corporate AI Statute? No Problem: Advising Oklahoma Businesses Under Existing Corporate Law in the Age of AI 1 By Mikha R. Slone O KLAHOMA BUSINESSES ARE INCREASINGLY RELYING ON ARTIFICIAL intelligence tools in their ordinary business operations. As a result, corporate law yers must be equipped to advise clients when they inevitably ask, “There are no AI provi sions in the OGCA – what do we do?” Although Oklahoma has not yet adopted AI-specific legislation under the Oklahoma General Corporation Act (OGCA), the existing statutory and jurisprudential framework governing corporations provides sufficient guidance for advising Oklahoma companies on the lawful use of AI in relation to corporate governance, contract law and fiduciary duties. This article explains how Oklahoma lawyers can utilize the exist ing framework to provide responsible advice to clients during the AI era.

as to matters within such person’s competence. 2 As a result, AI tools or vendors should never be used by corporate fiduciaries as an auto mated decision-maker. Instead, corporate fiduciaries should use AI only as a decision-making sup port mechanism and never as the sole decision-maker. In Egleston v. McClendon , the Oklahoma Court of Civil Appeals emphasized the business judgment rule, which presumes that direc tors act on an informed basis, in good faith and in the corporation’s best interests. 3 The court further

highlighted that when reviewing board decisions, the primary focus is on the board’s independence, the reasonableness of the inves tigation and the board’s good faith. 4 If board members rely in good faith on records, informa tion and reports supplied by AI vendors, they remain protected by the business judgment rule if that reliance is reasonable. It is import ant to advise clients that blind and unfettered reliance on AI to make decisions will likely never be reasonable. Therefore, corpo rate lawyers must carefully advise

OKLAHOMA CORPORATE LAW ALREADY REGULATES DECISION-MAKING TOOLS Corporate boards, commit tees and individual officers and directors ( i.e. , corporate fiducia ries) have long relied on trusted advisors and technology to inform their business decisions. Specifically, the OGCA provides that in performing their duties, board members are protected when, in good faith, they rely on records, information, opinions, reports or statements presented to the corporation by any person

Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.

26 | APRIL 2026

THE OKLAHOMA BAR JOURNAL