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Advising boards on AI-related disclosure and governance obligations

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Ryan Adams and Scott Lesmes wrote the article “Advising boards on AI-related disclosure and governance obligations” that was...

We are Morrison Foerster — a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, and Fortune 100, technology, and life sciences companies. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Prior results do not guarantee a similar outcome.

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Ryan Adams and Scott Lesmes wrote the article “Advising boards on AI-related disclosure and governance obligations” that was first published in Governance Intelligence. The article provides practical considerations for boards as the use of AI proliferates at public companies. A company’s management and board need to consider the impact on its company’s SEC disclosure obligations as it weighs AI integration.The authors note in the article:“The SEC has indicated that it may heighten its focus on AI-related disclosures and has warned against ‘AI washing’ – which involves exaggerating or making false claims with respect to a company’s AI capabilities or use. The agency brought several enforcement actions in 2024 and early 2025 based on AI-washing allegations. It has also warned against using generic or boilerplate language in AI-related risk disclosures.”Read the <a href="https://www.governance-intelligence.com/boardroom/advising-boards-ai-related-disclosure-and-governance-obligations" target="_blank">full article</a>.

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Ryan Adams is a Public Company Advisory & Governance partner in the firm’s Washington, D.C. office. His practice focuses on securities regulation, SEC reporting and compliance, proxy and shareholder issues, corporate governance, and corporate transactions, including mergers and acquisitions. Ryan’s deep SEC experience enables him to provide insightful counsel on federal securities laws, helping clients navigate complex regulatory landscapes and anticipate shifts impacting their business. Ryan’s informed and pragmatic approach to the industry’s most challenging securities issues has earned him widespread commendation.<h4>Professional Background</h4>Before entering private practice, Ryan served as an attorney in the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, in the Office of Chief Counsel and in Disclosure Operations. In the Office of Chief Counsel, he advised on issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, and assisted with no-action letters. He also served as a member of the division’s Rule 14a-8 Shareholder Proposal Taskforce, including as a co-manager.In Disclosure Operations, Ryan managed the comment letter process for numerous transactions, including IPOs, business combinations, proxy and information statements, and periodic and current reports.<h4>Thought Leadership and Recognition</h4>Ryan is a frequent speaker and author on securities law and corporate governance issues. Notably, he co-authors the Wolters Kluwer treatise chapter “E-Proxy, Electronic Communications, and Voting.” Ryan’s proficiency in the areas of securities regulation and governance has been recognized by Best Lawyers, naming him among the 2024 “Ones To Watch in America.”<h4>Professional Affiliations</h4>Ryan serves on the Board of Directors for the Society for Corporate Governance’s Mid-Atlantic Chapter. <h4>Education</h4>Ryan graduated cum laude from Loyola University Maryland with a B.A., and earned his J.D., also cum laude, from St. John’s University School of Law. At St. John’s, he served as a senior articles editor on the St. John’s Law Review, interned at the St. John’s Securities Arbitration Clinic representing underserved investors before the Financial Industry Regulatory Authority (FINRA), and gained valuable experience as an intern at both the United States Attorney’s Office for the Eastern District of New York (EDNY) and the United States District Court for the EDNY.

Ryan Adams

Partner

Scott Lesmes chairs Morrison Foerster’s Public Company Advisory & Governance practice, and is a partner in the firm's Capital Markets practice. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns.Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law.Scott currently serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute’s Annual Disclosure Documents program.

Scott Lesmes

Artificial Intelligence (AI)

Public Company Advisory & Governance