Publication Date

11-15-2024

Document Type

Article

Organizational Units

Sturm College of Law

Keywords

Artificial intelligence, Corporations, Corporate governance, Corporate personhood, Corporate transparency, Fiduciary duties

Abstract

Can existing corporate governance principles properly guide the relationship between shareholders and directors as artificial intelligence (“AI”) plays an increasingly prominent role in corporate management, planning, and operations? Without a doubt, AI technologies allow corporations to enjoy enhanced efficiency and innovation. But the vast range of AI capabilities—from sophisticated data analytics to autonomous decision-making—raises profound questions about whether traditional governance principles remain sufficiently robust to cabin the proper development and deployment of such a powerful and rapidly evolving set of new technologies. Current corporate governance structures that focus on human actors and traditional business decision-making mechanisms seem ill-suited to address some of the novel legal questions that increased reliance on AI poses, especially considering the opacity regarding how AI technologies actually function. Because the existing fiduciary framework for corporate governance remains insufficiently supple to accommodate AI’s transformative impact on corporate practices and strategy, there is a pressing need to reconsider basic corporate governance principles.

Shaping appropriate corporate legal constructs to guide the development and dissemination of AI technologies will most likely require a multifaced approach involving new legislative enactments, reconsideration of existing common law principles, and regulatory reforms. Without this concerted approach, striking a sustainable balance between protecting the public interest and fostering innovation becomes far too precarious and uncertain. AI technologies offer incredible opportunities for economic growth, enhanced efficiency, and revolutionary innovation in the corporate realm. But enhanced reliance on algorithmic decision-making also raises troubling concerns regarding corporate accountability, transparency, and threats to important social and civic institutions. As a result, a holistic reconsideration of corporate rights and responsibilities seems essential to ensure a proper balancing between the manifold benefits AI advancements might produce and the continued integrity of public institutions and civic values. By examining the potential disconnect between AI advancements and current corporate governance standards, this Article uncovers the shortcomings of existing corporate jurisprudence and advances a set of principles for guiding the articulation of a more dynamic and responsible corporate governance approach to AI.

Publication Statement

Copyright held by the authors. User is responsible for all copyright compliance.

Originally published as Michael R. Siebecker, Reconceiving Corporate Rights and Regulation in the AI Era, 89 Mo. L. Rev. 941 (2024)

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