Robots in the Boardroom: Artificial Intelligence and Corporate Law

Abstract

Due to its rapid technological development, artificial intelligence will enter corporate boardrooms in the very near future. This paper explores the interplay between artificial intelligence and corporate law, and analyzes how the two fit together. Do current corporate law rules match the challenges posed by artificial intelligence, or do they need to be adapted? More specifically, the paper focuses on the directors of corporations. We consider the extent to which human directors should be allowed – or required – to rely on artificial intelligence. Moreover, technology will probably soon offer the possibility of artificial intelligence not only supporting directors, but even replacing them. Another question is therefore whether or not such a replacement is legally admissible. At any rate, the legal strategies currently adopted by corporate law are tailored to human directors. The paper tests whether those strategies would still be suitable for boardrooms filled with robo-directors. It concludes that corporate law is highly relevant for the use of artificial intelligence in corporations, but that it will also need to be adapted to the challenges posed by this technology. In that sense, the interplay between artificial intelligence and corporate law promises to be dynamic in both directions.

Keywords: Artificial Intelligence, Company Law, Business Judgment Rule, Directors' Duties, Appointment of Directors

JEL Classification: K22, O33