University of California Hastings College of the Law
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Codifying Command: Integrating AI into Corporate Boards
No full textCorporate law in the United States requires that boards of directors be composed of human individuals, prohibiting artificial intelligence (AI) from serving in a directorial role. Statutes such as Delaware General Corporation Law §141(b) mandate that directors be natural persons, while fiduciary duty doctrines, liability structures, and regulatory frameworks presuppose human oversight and accountability. This paper argues that such legal constraints are increasingly outdated and should be reformed to permit AI to serve as a board member, alongside natural persons, with full decisionmaking authority. As AI systems become more capable of complex, datadriven reasoning, corporations should not be barred from incorporating them into governance. The paper examines several legal pathways for integrating AI into board structures, including the Power of Attorney model, the use of corporate entity “wrappers,” and bylaw amendments delegating decision-making authority to AI. These mechanisms offer short-term solutions within existing legal frameworks while demonstrating the feasibility of more expansive reform. Case studies of companies currently deploying AI in advisory roles illustrate the practical utility and legal limitations of AI governance under current law. While statutory barriers currently confine AI to non-voting functions, the proposed hybrid models offer viable near-term approaches. Ultimately, this paper contends that corporate law must evolve to recognize AI not as a substitute for human directors, but as a complementary participant whose analytical capabilities can enhance board performance, promote transparency, and strengthen strategic oversight in modern corporate governance
Overcoming Judicial Innumeracy: A Proposal to Bring the Venerable Process of Peer Review to the Enduring Problem of Courts’ Scientific Illiteracy
No full textLawyers are not known for their proficiency in math and science. Most of us who went to law school reached a point in our math and science studies when we realized that neither medicine nor engineering were likely to be successful career paths. It is these lawyers who become judges. Yet, the United States Supreme Court has increasingly put the burden for deciding complex scientific and technical questions in the hands of judges. This Article explores this trend of putting greater responsibility for deciding scientific and technical issues on judges, particularly in the areas of evidence law, administrative law, and constitutional law. I do not, however, uniformly decry this trend. In many contexts, both as a matter of legal doctrine and as an empirical matter, judges are the appropriate decision makers for scientific and technical questions. The problem is that they, on the whole, are so unqualified for this task. The question, then, is how courts might be better prepared to make informed decisions about scientific and technical questions. I propose a solution that comes from the scientific enterprise itself, peer review. While not a perfect solution, peer review has proved to be the best available option for evaluating the validity and value of scientific research. I explore how a formal procedure of peer review might be employed by courts to provide them with independent assessments of expert reports
Rap Snitches: A New Framework to Evaluate Rap Lyrics and Creative Expressions as Evidence
No full textRap music has earned its prominent place in American music culture.1 It provides a unique creative outlet for artists to share their experiences and criticize the systems in which they live. Rap lyrics, often metaphorical or exaggerated, have been weaponized by prosecutors to attack the character of artist-defendants at a level not seen with other modes of creative expression. The lyrics of an artist are turned against them in a manner that invites unfair prejudice and improper character evidence into legal proceedings. In the 2020s, major progress has been made to curb this practice, with several jurisdictions introducing legislation that would limit the use of creative expression, such as rap lyrics, as evidence in trials. While these proposed laws are a significant step to protecting creative expression, they leave gaps that allow prosecutors to continue their misuse of lyrics as evidence. This Note argues that an effective creative expression evidence rule must have the following characteristics: (1) a presumption of inadmissibility, (2) a distinct framework to investigate whether a lyric can be properly interpreted literally, thereby rebutting the presumption of inadmissibility, (3) an exception for lyrics that create a cause of action by themselves, and (4) a requirement that creative expression evidence be presented to a jury in the least prejudicial medium available. This Note invites legislators wishing to protect creative expression to consider Rule X, a model rule that combines the strengths of current legislation to strike a balance between protecting creative expression and ensuring such expression cannot be used to shield wrongdoings or genuine confessions with immunity
