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

Abstract

regulatory interface. As one of us has suggested previously, 1 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. 2 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."

Distributed Ledgers, Artificial Intelligence and the Purpose of the Corporation

“…64 The DAO episode suggests that leaders capable of reacting quickly to unexpected circumstances remain desirable in undertakings of any scale. 65 In this light, recall that financial institutions and governments have focused on developing more centralised systems precisely to preserve control, improve regulatory capacity, and reduce operating costs. 66 At the same time, this episode correlatively points towards an enduring limitation on the governance capacities of minority equity holders in any form of organisationrational apathy.…”

Regulatory Fitness: Fintech, Funny Money, and Smart Contracts

“…25 Rubin (2017), p 328. 26 Compare Bayern et al (2017), where company structures that are provided for in US, German, Swiss, and UK law are reviewed to see whether they might plausibly act as a host for autonomous systems that provide a service (such as file storage, file retrieval and metadata management). 27 For discussion, see Brownsword (2017a).…”

Vital, Sophia, and Co.—The Quest for the Legal Personhood of Robots

“…Admittedly, the idea of registering AI robots just like corporations is popular among scholars [16][17][18]. As claimed by others, moreover, "existing laws might provide a potentially unexpected regulatory framework for autonomous systems" [19]. According to this view, we should not amend the current law, to admit that AI robots may "inhabit" a company and "thereby gain some of the incidents of legal personality" [19].…”