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Company Law and Autonomous Systems: A Blueprint for Lawyers, Entrepreneurs, and Regulators

9 Hastings Science and Technology Law Journal 2 (Summer 2017) 135-162

22 Pages Posted: 12 Oct 2016 Last revised: 8 Nov 2017

Shawn Bayern

Florida State University - College of Law

Thomas Burri

University of St. Gallen

Thomas D. Grant

University of Cambridge - Lauterpacht Research Centre for International Law

Daniel M. Häusermann

University of St. Gallen Law School

Florian Möslein

Universität Marburg (Institut für Handels- und Wirtschaftsrecht); Munich Center on Governance (MCG)

Richard Williams

University of Cambridge - Faculty of Law

Date Written: October 10, 2016

Abstract

In discussions of the regulation of autonomous systems, private law — specifically, company law — has been neglected as a potential legal and regulatory interface. As one of us has suggested previously, there are several possibilities for the creation of company structures that might provide functional and adaptive legal “housing” for advanced software, various types of artificial intelligence, and other programmatic systems and organizations — phenomena that we refer to here collectively as autonomous systems for ease of reference. In particular, this prior work introduces the notion that an operating agreement or private entity constitution (such as a corporation’s charter or a partnership’s operating agreement) can adopt, as the acts of a legal entity, the state or actions of arbitrary physical systems. We call this the algorithm-agreement equivalence principle. Given this principle and the present capacities existing forms of legal entities, companies of various kinds can serve as a mechanism through which autonomous systems might engage with the legal system.

This paper considers the implications of this possibility from a comparative and international perspective. Our goal is to suggest how, under U.S., German, Swiss and U.K. law, company law might furnish the functional and adaptive legal “housing” for an autonomous system — and, in turn, we aim to inform systems designers, regulators, and others who are interested in, encouraged by, or alarmed at the possibility that an autonomous system may “inhabit” a company and thereby gain some of the incidents of legal personality. We do not aim here to be normative. Instead, the paper lays out a template suggesting how existing laws might provide a potentially unexpected regulatory framework for autonomous systems, and to explore some legal consequences of this possibility. We do suggest that these considerations might spur others to consider the relevant provisions of their own national laws with a view to locating similar legal “spaces” that autonomous systems could “inhabit.”

Keywords: Company Law, Artificial Intelligence, Autonomous Systems, Ethics, Legal Personhood, Technology

Suggested Citation

Bayern, Shawn and Burri, Thomas and Grant, Thomas D. and Häusermann, Daniel M. and Möslein, Florian and Williams, Richard, Company Law and Autonomous Systems: A Blueprint for Lawyers, Entrepreneurs, and Regulators (October 10, 2016). 9 Hastings Science and Technology Law Journal 2 (Summer 2017) 135-162. Available at SSRN: https://ssrn.com/abstract=2850514 or http://dx.doi.org/10.2139/ssrn.2850514

Shawn Bayern

Florida State University - College of Law

425 W. Jefferson Street
Tallahassee, FL 32306
United States

Thomas Burri (Contact Author)

University of St. Gallen ( email )

Varnbuelstr. 14
Saint Gallen, St. Gallen CH-9000
Switzerland

HOME PAGE: http://www.thomas-burri.com

Thomas Grant

University of Cambridge - Lauterpacht Research Centre for International Law

10 West Road
Cambridge, CB3 9DZ
United Kingdom

Daniel Häusermann

University of St. Gallen Law School ( email )

Guisanstr. 36
CH-9010 St. Gallen
Switzerland

HOME PAGE: http://www.fir.unisg.ch

Florian Möslein

Universität Marburg (Institut für Handels- und Wirtschaftsrecht) ( email )

Savignyhaus
Universitätsstraße 6
Marburg, 35032
Germany

HOME PAGE: http://www.uni-marburg.de/fb01/lehrstuehle/zivilrecht/moeslein

Munich Center on Governance (MCG) ( email )

Geschwister-Scholl-Platz 1
Munich, Bavaria 80539
Germany

HOME PAGE: http://www.mcg.uni-muenchen.de

Richard Williams

University of Cambridge - Faculty of Law ( email )

10 West Road
Cambridge, CB3 9DZ
United Kingdom

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