•  
  •  
 

UC Law Science and Technology Journal

Kennedy Kelley

Abstract

Corporate law in the United States requires that boards of directors be composed of human individuals, prohibiting artificial intelligence (AI) from serving in a directorial role. Statutes such as Delaware General Corporation Law §141(b) mandate that directors be natural persons, while fiduciary duty doctrines, liability structures, and regulatory frameworks presuppose human oversight and accountability. This paper argues that such legal constraints are increasingly outdated and should be reformed to permit AI to serve as a board member, alongside natural persons, with full decisionmaking authority. As AI systems become more capable of complex, datadriven reasoning, corporations should not be barred from incorporating them into governance. The paper examines several legal pathways for integrating AI into board structures, including the Power of Attorney model, the use of corporate entity “wrappers,” and bylaw amendments delegating decision-making authority to AI. These mechanisms offer short-term solutions within existing legal frameworks while demonstrating the feasibility of more expansive reform. Case studies of companies currently deploying AI in advisory roles illustrate the practical utility and legal limitations of AI governance under current law. While statutory barriers currently confine AI to non-voting functions, the proposed hybrid models offer viable near-term approaches. Ultimately, this paper contends that corporate law must evolve to recognize AI not as a substitute for human directors, but as a complementary participant whose analytical capabilities can enhance board performance, promote transparency, and strengthen strategic oversight in modern corporate governance.

Download

Share

COinS