Maarten Herbosch, Floris Mertens

This article explores the emerging legal challenges and responsibilities associated with the use of artificial intelligence (AI) in mergers and acquisitions (M&A). As AI tools increasingly support key aspects of M&A transactions-particularly due diligence-their imperfect nature raises significant legal implications for both external actors (tool providers, service providers) and internal corporate governance (boards of directors). Drawing on comparative legal analysis across German, French, English, Belgian, and US (notably Delaware) jurisdictions, the article examines liability thresholds, contractual standards, and fiduciary duties implicated by AI deployment. It argues that the validity of M&A agreements may be undermined by reliance on flawed AI-generated information, especially when due to misinformation by the seller. It further examines the potential liability of AI tool and service providers in such cases and considers how contractual clauses and risk allocation influence these assessments. Regarding corporate governance, it scrutinizes how AI impacts the informational duties of directors and the standard of judicial review applied to their decisions, including the Delaware business judgment rule. The article concludes with best-practice recommendations to mitigate shareholder exposure, emphasizing AI system selection, supervision, and explainability as key legal safeguards.