This post is part of the Digital Analogues series, which examines the various types of persons or entities to which legal systems might analogize artificial intelligence (AI) systems. This post is the first of two that examines corporate personhood as a potential model for “AI personhood.” Future posts will examine how AI could also be analogized to pets, wild animals, employees, children, and prisoners.
Could the legal concept of “corporate personhood” serve as a model for how legal systems treat AI? Ever since the US Supreme Court’s Citizens United decision, corporate personhood has been a controversial topic in American political and legal discourse. Count me in the group that thinks that Citizens United was a horrible decision and that the law treats corporations a little too much like ‘real’ people. But I think the fundamental concept of corporate personhood is still sound. Moreover, the historical reasons that led to the creation of “corporate personhood”–namely, the desire to encourage ambitious investments and the new technologies that come with them–holds lessons for how we may eventually decide to treat AI.
An Overview of Corporate Personhood
For the uninitiated, here is a brief and oversimplified review of how and why corporations came to be treated like “persons” in the eyes of the law. During late antiquity and the Middle Ages, a company generally had no separate legal existence apart from its owner (or, in the case of partnerships, owners). Because a company was essentially an extension of its owners, owners were personally liable for companies’ debts and other liabilities. In the legal system, this meant that a plaintiff who successfully sued a company would be able to go after all of an owner’s personal assets.
This unlimited liability exposure meant that entrepreneurs were unlikely to invest in a company unless they could have a great deal of control over how that company would operate. That, in turn, meant that companies rarely had more than a handful of owners, which made it very difficult to raise enough money for capital-intensive ventures. When the rise of colonial empires and (especially) the Industrial Revolution created a need for larger companies capable of taking on more ambitious projects, the fact that companies had no separate legal existence and that their owners were subject to unlimited liability proved frustrating obstacles to economic growth.
The modern corporation was created to resolve these problems, primarily through two key features: legal personhood and limited liability. “Personhood” means that under the law, corporations are treated like artificial persons, with a legal existence separate from their owners (shareholders). Like natural persons (i.e., humans), corporations have the right to enter into contracts, own and dispose of assets, and file lawsuits–all in their own name. “Limited liability” means that the owners of a corporation only stand to lose the amount of money, or capital, that they have invested in the corporation. Plaintiffs cannot go after a corporate shareholder’s personal assets unless the shareholder engaged in unusual misconduct. Together, these features give a corporation a legal existence that is largely separate from its creators and owners.