---
title: "Advise a board on confidentiality and privilege risk from directors' use of a generative tool"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/advise-a-board-on-privilege-risk-from-directors-ai-use/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-B6-2-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Advise a board on confidentiality and privilege risk from directors' use of a generative tool

> List what was entered into the tool, which tool, who received the output, and whether the file shows that the tool keeps inputs confidential. Write no sentence of the advice.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/advise-a-board-on-privilege-risk-from-directors-ai-use/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | List what was entered into the tool, which tool, who received the output, and whether the file shows that the tool keeps inputs confidential. Write no sentence of the advice. |
| What the lawyer must review | You write the advice. Model Rule 1.6(a) forbids a lawyer to reveal information relating to the representation of a client unless the client gives informed consent, the disclosure is impliedly authorised in order to carry out the representation, or paragraph (b) permits it. Rule 1.6(c) requires reasonable efforts to prevent the inadvertent or unauthorised disclosure of, or unauthorised access to, that information. ABA Formal Opinion 512 says informed consent is required before a lawyer inputs information relating to the representation into a generative tool that will not keep it confidential. Federal Rule of Civil Procedure 26(b)(3) limits discovery of documents and tangible things prepared in anticipation of litigation or for trial, and requires the court to protect against disclosure of mental impressions, conclusions, opinions or legal theories of a party's attorney or other representative if discovery of those materials is ordered. Rule 26(b)(5)(A) requires a party that withholds information as privileged or as trial-preparation material to describe the nature of the items so other parties can assess the claim. You decide whether any prompt or output is privileged or protected. A director's use of a tool is not, by itself, a privilege. |
| Written for | United States |
| Applies to | [Advise a board on privilege risk from directors' AI use](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/advise-a-board-on-privilege-risk-from-directors-ai-use.md) |

## Checking plan

- What the AI does: List what was entered into the tool, which tool, who received the output, and whether the file shows that the tool keeps inputs confidential. Write no sentence of the advice.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Opinion 512 addresses lawyers. It does not create a privilege for a director who pastes a draft into a tool.
- Do not assert waiver, or a corporate-privilege doctrine, from a case that was not opened for this check.

## Sources

- [ABA Model Rule 1.6, Confidentiality of information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)
- [Federal Rule of Civil Procedure 26, duty to disclose and general provisions governing discovery](https://www.law.cornell.edu/rules/frcp/rule_26) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*