详情
Law and Algorithm-Managed Firms
Recent technological advancements have enabled the emergence of business organizations fully managed by algorithms, such as decentralized autonomous organizations (DAOs) or through artificial intelligence (AI), as observed in China’s online food delivery sector. These organizations are collectively referred to as algorithm-managed firms (AMFs). Given machines’ capabilities in data collection and analysis, human directors are increasingly being replaced by algorithms or AI in specific sectors. This article contends that algorithms can effectively take over human directors’ managerial, monitoring, and mediating roles. The diminishing role of human directors raises certain concerns of stakeholder protection. Unlike human directors, algorithm directors or managers would not consider stakeholders’ interests unless clearly instructed to do so. However, the algorithm supplier and the AMFs may lack the incentives to fully consider stakeholders because they do not always internalize the social costs.
To address the challenges of AMFs, policymakers need to consider different regulation strategies. First, they must choose between command-and-control regulations and target-based regulations. Command-and-control regulations often do not work well because regulators lack enough information or control over complex algorithms. Instead of setting detailed technical rules, policymakers should adopt target-based regulations that let the algorithm balance various interests and regulate its own operations. Second, policymakers should decide between entity-based and algorithm-based regulations. Algorithm-based regulation is more suitable because it prevents companies from passing costs onto society. The state could consider regulating the composition of the board of directors of the algorithm supplier to ensure that they incorporate the concerns of stakeholders’ interests in the development of the algorithm. Additionally, corporate law doctrines that protect creditors and other stakeholders, such as piercing the corporate veil and limiting liability for corporate torts, must be revisited and modified because their foundational assumptions no longer align with the realities of AMFs.