Corporate Governance

Online
Essay
AI & the Business Judgment Rule: Heightened Information Duty
Geneviève Helleringer
Professor Geneviève Helleringer, ESSEC Business School-Paris & Oxford University, and research member of ECGI. She is Visiting Professor of Law at Columbia Law School and Paris-Panthéon-Assas University. Her research focuses on comparative Commercial and Corporate Law.

We would like to thank the participants of the How AI Will Change the Law Symposium, cohosted by the Coase-Sandor Institute, the University of Chicago Law Review Online, and Oxford Business Law Blog, for their helpful comments.

Florian Möslein
Florian Möslein is the Director of the Institute for Law and Regulation of Digitalisation and Professor of Law at the Philipps-University Marburg, where he teaches Contract Law, Corporate Law and Securities Regulation.

We would like to thank the participants of the How AI Will Change the Law Symposium, cohosted by the Coase-Sandor Institute, the University of Chicago Law Review Online, and Oxford Business Law Blog, for their helpful comments.

Artificial intelligence (AI) has the potential to alter the interpretation of the duties of care, skill, and diligence. As these duties form the foundation for the BJR and equivalent provisions, the development of AI is also expected to impact the BJR. There is a broadening importance, in an increasingly data-driven business environment, of the requirement to gather sufficient information before making a decision and to use information in a valid manner. Changes are both quantitative (how much information to collect) and qualitative (which types of information to collect). The changes also relate to the methods of decision-making, including the role of measures and statistics over intuition.

Business Organizations Corporate Governance Corporations
Online
Essay
AI Judgment Rule(s)
Katja Langenbucher
Katja is a law professor at Goethe-University, Frankfurt; member of Leibniz Institute SAFE; affiliated professor at SciencesPo, Paris; and visiting faculty at Fordham Law School.

This piece has profited enormously from feedback during the University of Chicago Law School’s workshop on “How AI Will Change the Law.” I would like to thank Stephen Bainbridge and Martin Gelter for enlightening me with expert input in the context of the U.S. business judgment rule. Needless to say, all remaining errors are mine.

This Essay explores whether the use of AI to enhance decision-making brings about radical change in legal doctrine or, by contrast, is just another new tool. It focuses on decision-making by board members. This provides an especially relevant example because corporate law has laid out explicit expectations for how board members must go about decision-making.

Business Organizations Corporate Governance Corporations Technology

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