Due diligence och artificiell intelligens - En probleminventering med särskilt fokus på ansvar

Sammanfattning: Before an acquisition of a company is carried out, a thorough inspection of the target company should be performed. The process is usually called due diligence and is commonly performed by associates on business law firms. The purpose of a due diligence is to make sure that the buyer acquires sufficient knowledge of the purchase object in order to divide the risks between the buyer and the seller in the transfer agreement. The legal aspect of doing a due diligence has its origin in Section 20 in the Swedish Sales of Goods Act, which stipulates that the buyer cannot claim errors which the buyer must be deemed to have known at the time of purchase. This means that a buyer may not refer to any discrepancies that have been identified or which should have been identified during an inspection. A transaction process is divided into three phases where a due diligence is usually conducted in the second one, which is called the transaction phase. Artificial intelligence can be used to automate processes that historically have demanded human interaction. The due diligence process is one of many activities that can be done more efficiently using artificial intelligence. Since the work is largely repetitive and follows the same pattern, artificial intelligence in the form of machine learning, deep learning and language technology can be used to facilitate the work for associates. The purpose of this thesis is to investigate how the due diligence process is affected by the fact that an AI tool instead of humans performs the work. Furthermore, the purpose is to investigate how the relations between the law firm, client and AI supplier are affected by the automated process. Particular attention is going to be paid to the question of responsibility, i.e. how the responsibility is divided between the three parties concerned. The majority of the thesis will address the right for the law firm and the client to receive compensation if the AI tool, due to the lack of knowledge, overlook information that leads to economic damage. The thesis will primarily be based on available standard agreements between, on the one hand, law firm and client and, on the other hand, between law firm and AI supplier. With the help of legal science, an interdisciplinary as well as a legal analysis method, the initial questions are going to be investigated. As the material is limited due to confidentiality, the known legal situation after the investigation is still unclear. Based on a client perspective, clarifications from law firms regarding their responsibility in the use of AI to perform due diligence would be desirable. The Swedish Bar Association should also review the disclaimers that are applied so that they do not violate generally accepted legal practice.