In Conversation with Prof. Dr. Katja Langenbucher

Tom Gosling speaks with Katja Langenbucher, Professor of Law at Goethe University Frankfurt and ECGI Research Member, about her 2025 Cleary Gottlieb Law Prize–winning paper in the ECGI Working Paper Series, “Ownership and Trust: A Corporate Law Framework for Board Decision-Making in the Age of AI". 

Key discussion points are: 

• AI is changing how directors experience and demonstrate ownership over decisions, especially when relying on opaque systems whose logic they may not fully understand.
• Existing corporate law concepts, such as the business judgment rule, still function in an AI context but need to be recalibrated to reflect shifts in how decisions are made and justified.
• The level of scrutiny applied to board decisions depends on the type of decision—business judgments typically involve more discretion, whereas legal compliance issues demand more rigorous oversight.
• Boards cannot simply defer to AI; they must critically engage with the models, understand the input data, assess limitations, and actively take responsibility for the final outcome.
• Legal and technical ideas of "explainability" differ; board members need explanations that help them connect AI outputs to their own knowledge and legal duties, not just technical retracings of algorithmic logic.
• A two-dimensional framework of ownership and trust helps map where decisions require the greatest care, allowing boards to better gauge where their legal and ethical responsibilities are most exposed.
• In complex decisions involving multiple AI tools (e.g. forecasting, compliance, risk assessment), the board must move fluidly across levels of trust and ownership to maintain proper governance.
• Ongoing research is needed to build practical methods for board-level engagement with AI, particularly around explainability, model and data selection, and maintaining meaningful decision ownership.

We hope you enjoy the conversation. For more interviews in this series, visit this page.