Venture Capital Firm names Artificial Intelligence to Board of Directors

BetaBeat (and other outlets) are reporting that Hong Kong-based venture capital firm Deep Knowledge Ventures has named a computer program to its Board of Directors. The AI, known as VITAL (Validating Investment Tool for Advancing Life Sciences), was launched by Aging Analytics UK and licensed to Deep Knowledge Ventures. 

The legality of this move is questionable.  The Hong Kong New Companies Ordinance requires that a director be a "person," but does not seem to define personhood for this purpose.  Delaware law, by contrast, requires a corporate director to be a "natural person," which VITAL (absent some major upheaval in U.S. law) would not be.[1]   By contrast, the manager of an LLC under Delaware law (and the law of many other states) need only be a "person," the definition of which is significantly broader:

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.[2]

Most of the reporting on this story seems to assume that this is some kind of gimmick by DKV. However, as AI becomes more sophisticated and exceeds human capability in many areas, this issue is likely to arise with more and more frequency.

[1] 8 Del. C. § 141.
[2] 6 Del. C. § 18-101(12) (emphasis added).

 

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