AI Accountability from the Outside In: Corporate Liability, AI Governance, and Managerial Duties

Questions of AI accountability arise both outside and inside the corporation. AI- related harms to third parties can trigger corporate liability, but also direct and derivative claims against directors and officers, transmitting external risks inward to boards and the C-suite. On the outside, existing doctrines of corporate liability remain broadly adaptable, though attribution models dependent on discrete human fault grow strained as AI systems operate with opacity and autonomy. Liability regimes requiring heightened knowledge or intent are equally vulnerable: AI may generate harmful outcomes without any human or corporate actor possessing the requisite state of mind, creating accountability gaps. Internally, similar challenges reappear. The details of directors’ and officers’ AI-related fiduciary duties remain unsettled, though the contours of external corporate liability for algorithmic harms may help give them shape. While there are new challenges, AI does not yet transform the current fiduciary duties system seem. In the long term, however, AI may prove a catalyst for a fundamental shift toward fully depersonalized, entity-centered corporate accountability, one in which managers’ personal fault will play a marginal role.