The California General Corporation Law entitles directors in performing their duties to rely upon information, opinions, reports or statements of others.  Cal. Corp. Code § 309(b).  Does the statute protect a director who relies upon a statement or report produced by artificial intelligence (aka AI)? 

The statute applies only to  information, opinions, reports or statements of certain specified persons:

(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented.

(2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence.

(3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence.

While AI is not named in the three listed categories, it could fall within the second category if AI is a "person" if the director believes that the information, opinions, reports or statements are within the expert competence of AI.   As discussed in yesterday's post, the Corporations Code is lamentably indeterminate in defining "person", leaving open the door to an argument that AI is a person.  As Dr. Frank Poole said in 2001: A Space Odyssey: " You very quickly get adjusted to the idea that he [HAL] talks and you think of him really just as another person."

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