Governance ≠ Leadership: What Blockchain and AI Won't Do for Corporate Lawyers

Abstract

This is a contribution to the Journal of Corporation Law’s 2020 symposium on blockchain technology and corporate governance. The thesis is that blockchain technology is well suited to the monitoring function in corporate governance; that monitoring as the primary function of corporate governance is a particularly legal conception; and that the business conception of governance has far more to do with leadership, strategy, and operations. If the legal and business conceptions of governance tend to be ships passing in the night (at least in this somewhat exaggerated rendering), it is because prevailing economic and legal theoretical models have a difficult time incorporating human qualities that underlie leadership, intuition, insight, and creativity. Law schools have long taught litigation skills and transactional skills have come into vogue as well. Teaching leadership to aspiring business lawyers is the next challenge.

Keywords: corporate governance, blockchain, monitoring, economics, artificial intelligence, leadership, directors

JEL Classification: K22