THE OKLAHOMA BAR JOURNAL 26 | APRIL 2026 Business & Corporate Law No Corporate AI Statute? No Problem: Advising Oklahoma Businesses Under Existing Corporate Law in the Age of AI1 By Mikha R. Slone OKLAHOMA CORPORATE LAW ALREADY REGULATES DECISION-MAKING TOOLS Corporate boards, committees and individual officers and directors (i.e., corporate fiduciaries) 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 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 automated decision-maker. Instead, corporate fiduciaries should use AI only as a decision-making support 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 directors 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 investigation and the board’s good faith.4 If board members rely in good faith on records, information and reports supplied by AI vendors, they remain protected by the business judgment rule if that reliance is reasonable. It is important to advise clients that blind and unfettered reliance on AI to make decisions will likely never be reasonable. Therefore, corporate lawyers must carefully advise OKLAHOMA BUSINESSES ARE INCREASINGLY RELYING ON ARTIFICIAL intelligence tools in their ordinary business operations. As a result, corporate lawyers must be equipped to advise clients when they inevitably ask, “There are no AI provisions 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 existing framework to provide responsible advice to clients during the AI era. 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.
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