At the annual meeting of the Association of American Law Schools earlier this month, the Section on Agency, Partnerships, LLCs, and Unincorporated Associations (for which I was the outgoing Chair) focused its principal panel on the intersection of the section’s mandate with technology. As might be expected, blockchains and generative artificial intelligence (AI) were a core focus. It was exciting to hear about some of the work being done in this space.

I was reminded as I was listening to the speakers about an article that I knew was forthcoming. I checked in with the author this past week and it has, in fact, now been published. The article is Zhaoyi Li‘s Artificial Fiduciaries, available here through the Washington and Lee Law Review and here on SSRN. Here’s the SSRN abstract.

The rapid development of technology in the last decade has affected all levels of society. Corporate governance has not been immune to these changes. In the future, Artificial Intelligence (“AI”) fiduciaries may be technologically capable of serving as independent corporate directors. This could be an effective way to address the challenge of the absence of truly independent directors in the traditional governance framework. Artificial fiduciaries could also offer a way to mitigate agency costs and improve overall corporate governance. However, traditional corporate law lacks solutions for coping with the integration of AI into corporate governance.

Currently, there is little scholarship discussing the intersection of AI and corporate governance. Because the impact of technology on corporate governance is inevitable, jurisdictions with a robust corporate focus (such as Delaware) will likely have to amend their corporate laws. This Article introduces the theory of artificial fiduciaries and offers a novel interpretation of traditional fiduciary duties. It aims to harmonize the long‑established duties of loyalty and care with the fast‑paced technological advancements of the modern era. The discussion extends beyond the question of whether AI is more than a mere tool and scrutinizes the anticipated critiques of AI’s alleged faults—including issues of bias, the “black box” problem, and concerns related to the “superdirector.” It also explores the “human in the loop” option in the context of artificial fiduciaries. This comprehensive analysis not only highlights AI’s pivotal role in driving the evolution of traditional corporate governance toward an innovative technological framework but also delineates clear trajectories and presents a strategic blueprint for technological governance’s forthcoming evolution.

Those of us who teach and write about corporate governance will face questions about the use of AI in corporate governance in our work. Professor Li’s article is one that may help us to answer some of those questions–or at least enable us to probe them more deeply. Among other things, I am sure that I will be referring students to it, since this is a hot topic of discussion for them as well as for those of us working in the law teaching trenches.