The Oklahoma Bar Journal April 2026

director’s interest be known to the board or committee, and a majority of disinterested directors approve the transaction; 2) the material facts be known to the shareholders, who approve the transaction in good faith; or 3) the transaction be fair to the corporation at the time of share holder approval. 10 To avoid liability for breaches of the duty of loyalty, lawyers should advise clients to preemptively disclose any conflicts of interest with AI vendors to the corporation prior to entering any potentially conflicted transactions. Businesses are increasingly using AI tools to support fore casting and pricing, and AI use in the finance market is pre dicted to nearly triple by 2028. 11 Accordingly, lawyers should be wary of their clients’ use of AI without adequate counsel, as AI tools will never eliminate the human accountability that is cen tral to satisfying fiduciary duties. Therefore, satisfying the duties of care and loyalty must always be at the forefront of clients’ minds when relying on AI to generate business-related information.

of care, lawyers should always advise clients to remain informed by reviewing reports, asking questions, staying informed about the board’s agenda and participat ing in the inner workings of the corporation. 8 In the age of AI, this advice does not change; instead, it merely evolves. Specifically, if clients wish to use AI in corporate decision-making, lawyers should strongly advise them to require human oversight of each AI tool used in order to ensure reasonable inquiry, adequate oversight and sound judgment. The duty of loyalty requires that fiduciaries exercise good faith and that self-interest be sacrificed for the good of the corporation. 9 If conflicts of interest arise between corporate fiduciaries and AI ven dors contracted by the corporation, the duty of loyalty will govern those relationships and any poten tial conflicts. The OGCA provides procedural safeguards for certain conflicted transactions that would otherwise be voidable. Specifically, it requires that 1) the material facts about the transaction and the

CONTRACT LAW FILLS THE REGULATORY GAP Oklahoma law has long gov erned relationships between cor porations and outside vendors that provide specialized services. AI service providers are no different and fit squarely within existing contract frameworks. Specifically, contracts with AI service pro viders should always include provisions on data ownership, confidentiality, intellectual prop erty rights in data outputs, indem nification and liability allocation. The absence of an AI-specific cor porate statute does not affect the enforceability of negotiated risk allocation, as Oklahoma contract law already serves as the primary risk allocation mechanism for most contracts. In the absence of AI provisions in the OGCA, con tracts serve as the primary means of defining the rights and respon sibilities between corporations and AI vendors. Thus, corporate law yers should take special care when reviewing and drafting AI vendor agreements to ensure clarity on AI-specific operational risks. PRACTICAL GUIDANCE FOR OKLAHOMA PRACTITIONERS Instead of asking whether the use of AI is permissible under existing Oklahoma corporate law, corporate lawyers should reframe the question and ask whether specific uses of AI are reasonable under existing corporate law. As best practice, corporate lawyers should advise clients to create internal AI usage policies, educate board members on the responsible use of AI tools, provide adequate board oversight and diligently review contracts that contain AI-related content. Corporate law yers should also avoid overreliance

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.

28 | APRIL 2026

THE OKLAHOMA BAR JOURNAL