Abstract
This article discusses some of the issues surrounding artificial intelligence systems and whether artificial intelligence systems should be granted legal personhood. The first part of the article discusses whether current artificial intelligence systems should be granted rights and obligations, akin to a legal person. The second part of the article deals with imposing liability on artificial intelligence beings by analogising with incorporation and veil-piercing principles in company law. It examines this by considering that a future board may be replaced entirely by an artificial intelligence director managing the company. It also explores the possibility of disregarding the corporate veil to ascribe liability on such artificial intelligence beings and the ramifications of such an approach in the areas of fraud and crime.
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Notes
This is not a far-fetched proposition given the current existence of robo-advisors (Cramer and Yadav 2019, p. 665).
BOM v BOK and another appeal [2019] 1 SLR 349 at [102]-[155].
The Channel Island of Guernsey has introduced legal provisions that allowed the formation of a contract through the interaction of electronic agents (Compagnucci et al. 2021).
A positronic brain is a fictional technological device conceived by science fiction writer, Isaac Asimov. According to Isaac Asimov, the positronic brain is the central processing unit for robots and provides them with a form of consciousness recognisable to humans (Asimov 1993).
DeepMind Technologies is an artificial intelligence company. Its programme, AlphaGo, was able to beat a human professional Go Player Lee Sedol, the world champion, in a five-game match.
B2C2 Ltd v Quoine Pte Ltd [2019] 4 SLR 17, on appeal Quoine Pte Ltd v B2C2 Ltd [2020] 2 SLR 20.
B2C2 Ltd v Quoine Pte Ltd [2019] 4 SLR 17 at [211], on appeal, see also Quoine Pte Ltd v B2C2 Ltd [2020] 2 SLR 20 at [39].
In a common law jurisdiction such as Singapore, for instance, there is no umbrella legislation setting out liabilities that might arise owing to the manufacture, distribution or supply of a defective product. Instead, product regulation and liability issues span a number of laws and regulations in Singapore, as specific laws cater to different types of products. For instance, the Singapore Sale of Food Act (Cap 283, 2002 Rev Ed) deals with food products. Medical devices and drugs are regulated under the Singapore Health Products Act (Cap 122D, 2008 Rev Ed). General consumer goods fall under one or both of the Singapore Consumer Protection (Fair Trading) Act (Cap 52A, 2009 Rev Ed) and the Singapore Consumer Protection (Trade Descriptions and Safety Requirements) Act (Cap 53, 2013 Rev Ed).
For the tort of negligence under Singapore law, see Spandeck Engineering (S) Pte Ltd v Defence Science & Technology Agency [2007] 4 SLR(R) 100 at [21].
For instance, the Singapore Companies Act (Cap 50, 2006 Rev Ed) s 19(5) clearly recognises the incorporated company as a “body corporate”.
In Singapore, for instance, under Sect. 19(5) of the Companies Act.
Salomon v A Salomon & Co Ltd [1897] AC 22.
Salomon v Salomon [1897] AC 22.
Prest v Petrodel Resources Ltd [2013] 2 AC 415.
See for example the Singapore decision of Simgood Pte Ltd v MLC Barging Pte Ltd and others [2016] SGCA 46 where veil piecing was not allowed on the façade ground, c.f. the Singapore decision in The Saudi Al Jubail [1987] SGHC 71 where veil piercing was allowed on the façade ground. See also the Singapore decision of Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another [2019] SGCA 51 where veil piercing was not allowed on the alter ego ground, c.f. the Singapore decision of Alwie Handoyo v Tjong Very Sumito and another and another appeal [2013] 4 SLR 308 where veil piercing was allowed on the alter ego ground. See also the Singapore decision in Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte Ltd [2014] 4 SLR 832 where the Singapore courts held unequivocally that it did not recognise the single economic entity ground in Singapore.
VTB Capital plc v Nutritek International Corp and others [2013] UKSC 5.
Prest v Petrodel Resources Ltd & Others [2013] UKSC 34.
Prest v Petrodel Resources Ltd & Others [2013] UKSC 34 at [62] per Lord Neuberger and at [103] per Lord Clarke; see also VTB Capital plc v Nutritek International Corporation [2013] UKSC 5 at [128] and [145].
See for example the Singapore decision of Simgood Pte Ltd v MLC Barging Pte Ltd and others [2016] SGCA 46 where veil piecing was not allowed on the façade ground, c.f. the Singapore decision in The Saudi Al Jubail [1987] SGHC 71 where veil piercing was allowed on the façade ground. See also the Singapore decision of Sun Electric Pte Ltd and another v Menrva Solutions Pte Ltd and another [2019] SGCA 51 where veil piercing was not allowed on the alter ego ground, c.f. the Singapore decision of Alwie Handoyo v Tjong Very Sumito and another and another appeal [2013] 4 SLR 308 where veil piercing was allowed on the alter ego ground. See also the Singapore decision in Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte Ltd [2014] 4 SLR 832 where the Singapore courts held unequivocally that it did not recognise the single economic entity ground in Singapore.
Gilford Motor Co Ltd v Horne [1933] Ch 935.
Salomon v A Salomon & Co Ltd [1897] AC 22.
Lennard’s Carrying Company Ltd v Asiatic Petroleum Co Ltd [1915] AC 705.
Meridian Global Funds Management Asia Ltd v Securities Commission [1995] 2 AC 500. On the development of the special rules of attribution in a common law jurisdiction such as Singapore, see Cheong 2020.
‘When an AI finally kills someone, who will be responsible’, MIT Technology Review, 12 March 2018. Available at: https://www.technologyreview.com/2018/03/12/144746/when-an-ai-finally-kills-someone-who-will-be-responsible/ (accessed 26 January 2021).
Singapore Penal Code (Cap 224, 2008 Rev Ed).
Salomon v A Salomon & Co Ltd [1897] AC 22.
‘When an AI finally kills someone, who will be responsible’, MIT Technology Review, 12 March 2018. Available at: https://www.technologyreview.com/2018/03/12/144746/when-an-ai-finally-kills-someone-who-will-be-responsible/ (accessed 26 January 2021).
For example, in Singapore, it would be the Rules of Court (Cap 322, R 5, 2014 Rev Ed).
For example, in Singapore, it would be the Rules of Court (Cap 322, R 5, 2014 Rev Ed) O 76 r 3.
Salomon v A Salomon & Co Ltd [1897] AC 22.
Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte Ltd [2014] 4 SLR 832.
Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte Ltd [2014] 4 SLR 832 at [87]-[136].
Manuchar Steel Hong Kong Ltd v Star Pacific Line Pte Ltd [2014] 4 SLR 832 at [130]-[133].
In a common law jurisdiction such as Singapore, the Singapore Insolvency, Restructuring and Dissolution Act 2018 (No. 40 of 2018) s 203(1)(f) mandates that all amounts due in respect of any work injury compensation under the Work Injury Compensation Act (No. 27 of 2019) is to be paid in priority to all other unsecured debts in a winding up. Only where assets of the company available for payment of general creditors are insufficient to meet any preferential debts, those debts have priority over the claims of the holders of debentures under any floating charge created by the company (which charge, as created, was a floating charge) (under the Insolvency, Restructuring and Dissolution Act 2018 (No. 40 of 2018) s 203(6)(a)).
Chandler v Cape plc [2012] EWCA Civ 525.
Lungowe v Vedanta Resources plc [2019] UKSC 20.
See Chandler v Cape plc [2012] EWCA Civ 525 at [64]; see also Lungowe v Vedanta Resources plc [2019] UKSC 20.
‘European Ethical Charter on the Use of Artificial Intelligence in Judicial Systems and their environment’, European Commission for the Efficiency of Justice (CEPEJ) (February 2019), p 36. Available at: https://rm.coe.int/ethical-charter-en-for-publication-4-december-2018/16808f699c (accessed 15 July 2021).
AA v Persons Unknown [2019] EWHC 3556 (Comm).
See the UK Jurisdiction Taskforce’s Legal Statement on the Status of Cryptoassets and Smart Contracts (November 2019).
AA v Persons Unknown [2019] EWHC 3556 (Comm) at [57] and [59].
Quoine Pte Ltd v B2C2 Ltd [2020] SGCA (I) 02.
Salomon v A Salomon & Co Ltd [1897] AC 22.
Salomon v A Salomon & Co Ltd [1897] AC 22.
See also Prest v Petrodel Resources Ltd & Others [2013] UKSC 34 at [92] per Lady Hale.
References
Almajid WM (2010) Can electronic agents be granted legal personality under islamic law? A conceptual rethink is imperative. Arab Law Q 24(4):393–416
Anderson SL (2016) Asimov’s three laws of robotics and machine metaethics. In: Schneider S (ed) Science fiction and philosophy: from time travel to superintelligence, 2nd edn. Wiley, New York
Asimov I (1993) I, Robot, 4th edn. Oxford University Press
Bellia AJ (2001) Contracting with electronic agents. Emory Law J 50:1047–1092
Boros E, Duns J (2007) Corporate law. Oxford University Press, Oxford
Bryson J et al (2017) Of, for, and by the people: the legal lacuna of synthetic persons. Artif Intell Law 25:273–291
Caldwell M et al (2020) AI-enabled future crime. Crime Sci 9:14. https://doi.org/10.1186/s40163-020-00123-8
Cheng T (2011) The corporate veil doctrine revisited: a comparative study of the English and the U.S. Corporate Veil Doctrines. Boston Coll Int Comp Law Rev 34:329–412
Cheong BC (2020) Context is the most important factor: one-man companies and corporate attribution in Singapore. Oxford Business Law Blog (12 June 2020). https://www.law.ox.ac.uk/business-law-blog/blog/2020/06/context-most-important-factorone-man-companies-and-corporate.
Cheong BC, Kishen H (2021) Legal risks beneath blockchain-enabled smart contracts. Singapore Law Gazette (January 2021). https://doi.org/10.2139/ssrn.3772066
Chesterman S (2019) Artificial intelligence and the problem of autonomy. NUS Law Working Paper Series 2019/016. https://doi.org/10.2139/ssrn.3450540
Chesterman S (2020) Artificial intelligence and the limits of legal personality. Int Comp Law Q 69(4):819–844
Compagnucci MC, Fenwick M, Wrbka S (2021) The uncertain future of smart contracts. In: Compagnucci MC, Fenwick M, Wrbka S (eds) Smart contracts: technological, business and legal perspectives. Hart Publishing, Oxford, pp 181–194
Cramer S, Yadav D (2019) Fintech developments. In: Neo D, Tjio H, Lan LL (eds) Financial services law and regulation. Academy Publishing, Singapore
Cunneen M et al (2019) Autonomous vehicles and embedded artificial intelligence: the challenges of framing machine driving decisions. Appl Artif Intell 33(8):706–731
Deeks A (2019) The judicial demand for explainable artificial intelligence. Columbia Law Rev 119:1829–1840
Dignam A, Oh P (2020) Rationalising corporate disregard. Leg Stud 40(2):187–208
Eidenmueller H (2017) The rise of robots and the law of humans. Oxford Legal Studies Research Paper No. 27/2017. https://doi.org/10.2139/ssrn.2941001
Eliot L (2020) Strong AI versus weak AI is completely misunderstood, including for AI self-driving cars. Forbes, 15 July 2020. https://www.forbes.com/sites/lanceeliot/2020/07/15/strong-ai-versus-weak-ai-is-completely-misunderstood-including-for-ai-self-driving-cars/#143b1a93227c. Accessed 20 Oct 2020
Farrar J, Hannigan B (1998) Farrar’s company law, 4th edn. Butterworths, New York
Fischer D et al (2016) A human brain network derived from coma-causing brainstem lesions. Neurology 87(23):2427–2434
Fjelland R (2020) Why general artificial intelligence will not be realized. Hum Soc Sci Commun 7:10. https://doi.org/10.1057/s41599-020-0494-4
Goldsworthy D (2019) Dworkin’s dream: towards a singularity of law. Altern Law J 44(4):286–290
Gore-Browne F (2013) Gore-Browne on companies, 45th edn. Jordans, Bristol
Guglielmo C (2018) Horror mastermind Leigh Whannell plays out our AI fears in upgrade. CNET, 31 May 2018. https://www.cnet.com/news/horror-director-leigh-whannell-plays-out-our-ai-fears-in-upgrade-saw-insidious/. Accessed 26 Jan 2021
Habibzadeh T (2016) Analysing legal status of electronic agents in contracting through interactive websites: comparative study of American, English and EU laws developing Iranian legal system. Inf Commun Technol Law 25(2):150–172
Hagendorff T, Wezel K (2020) 15 challenges for AI: or what AI (currently) can’t do. AI Soc 35:355–365
Hallevy G (2010) The criminal liability of artificial intelligence entities—from science fiction to legal social control. Akron Intellect Prop J 4:171–201
Hannigan B (2012) Company law, 3rd edn. Oxford University Press, Oxford
Heller M (2020) Deep learning vs machine learning: understand the differences. InfoWorld, 6 January 2020. https://www.infoworld.com/article/3512245/deep-learning-vs-machine-learning-understand-the-differences.html. Accessed 24 Jan 2021
Hildt E (2019) Artificial intelligence: does consciousness matter? Front Psychol 10:1535. https://doi.org/10.3389/fpsyg.2019.01535
Huang H (2012) Piercing the corporate veil in China: where is it now and where is it heading? Am J Comp Law 60(3):743–774
Hudson A (2012) Understanding company law. Routledge, London
Hutchinson A, Langlois I (2012) Salomon redux: the moralities of business. Seattle Univ Law Rev 35(4):1109–1134
Jarrahi MH (2018) Artificial intelligence and the future of work: human-AI symbiosis in organizational decision making. Bus Horiz 61(4):577–586
Kahambing JGS et al (2019) Reflecting on the personality of artificiality: reading Asimov’s film bicentennial man through machine ethics. J Educ Soc Res 9(2):17–24
King T et al (2020) Artificial intelligence crime: an interdisciplinary analysis of foreseeable threats and solutions. Sci Eng Ethics 26:89–120. https://doi.org/10.1007/s11948-018-00081-0
Knight W (2017) The dark secret at the heart of AI. MIT Technology Review, 11 April 2017. https://www.technologyreview.com/s/604087/the-dark-secret-at-the-heart-of-ai. Accessed 15 July 2021
Koh P (2017) Company law, 3rd edn. Lexis Nexis, Singapore
Kurki VAJ (2019) A theory of legal personhood. Oxford University Press, Oxford
Lai A (2020) Artificial intelligence, LLC: corporate personhood as tort reform. Michigan Student Law Review. https://doi.org/10.2139/ssrn.3677360
Lee PW (2015) Accessory liability in tort and equity. Singap Acad Law J 27:851–879
Leebron D (1991) Limited liability, tort victims, and creditors. Columbia Law Rev 91(7):1565–1650
Lindley CA (2012) Synthetic intelligence: beyond artificial intelligence and robotics. In: Simeonov PL, Smith LS, Ehresmann AC (eds) Integral biomathics. Springer, Berlin
Loke A (2020) Mistakes in algorithmic trading of cryptocurrencies. Mod Law Rev 83:1343–1353
Lowry J, Reisberg A (2012) Pettet’s company law: company law & corporate finance, 4th edn. Pearson Education Limited, London
Lucchetti S (2017) Why artificial intelligence will need a legal personality. LawCrossBorder, 22 May 2017. https://lawcrossborder.com/2017/05/22/why-robots-need-a-legal-personality/. Accessed 26 Jan 2021
Martínez-Miranda E et al (2016) Learning unfair trading: a market manipulation analysis from the reinforcement learning perspective. In: Proceedings of the 2016 IEEE conference on evolving and adaptive intelligent systems, EAIS. https://doi.org/10.1109/EAIS.2016.7502499
McHugh J (1992) What is the difference between a “Person” and a “Human Being” within the law. Rev Polit 54(3):445–462
Moore M (2006) A temple built on faulty foundations: piercing the corporate veil and the legacy of Salomon v Salomon. J Bus Law 2:180–203
Müller VC (2020) Ethics of artificial intelligence and robotics. In: Zalta EN (ed) The stanford encyclopedia of philosophy. https://plato.stanford.edu/archives/win2020/entries/ethics-ai/. Accessed 26 Jan 2021
Mulligan C (2018) Revenge against robots. S C Law Rev 69:579–595
Parisi GI et al (2019) Continual lifelong learning with neural networks: a review. Neural Netw 113:54–71
Paulo DA (2019) How AI is coming 'alive', replacing human roles—as robots or as wives. ChannelNewsAsia, 6 October 2019. https://www.channelnewsasia.com/news/cnainsider/how-ai-is-coming-alive-replacing-human-roles-as-robots-or-wives-11973644. Accessed 13 Nov 2020
Peralta-Valdivieso I (2020) AI and corporate law: can an AI replace a director of a Company?. The Techonolawgist, 25 Mar 2020. https://www.thetechnolawgist.com/2020/03/25/ai-and-corporate-law-can-an-ai-replace-a-director-of-a-company/. Accessed 26 Jan 2021
Petrin M (2019) Corporate management in the age of AI. UCL Working Paper Series (No. 3/2019). https://doi.org/10.2139/ssrn.3346722
Powell D (2020) Autonomous systems as legal agents: directly by the recognition of personhood or indirectly by the alchemy of algorithmic entities. Duke Law Technol Rev 18(1):306–331
Rodrigues R (2020) Legal and human rights issues of AI: gaps, challenges and vulnerabilities. J Respons Technol. https://doi.org/10.1016/j.jrt.2020.100005
Roper V (2018) The Corporate Manslaughter and Corporate Homicide Act 2007—a 10-year review. J Crimin Law 82:48–75
Santoni de Sio F et al (2018) Meaningful human control over autonomous systems: a philosophical account frontiers in Robotics and AI 5:15. https://doi.org/10.3389/frobt.2018.00015
Sarch A, Abbott R (2019) Punishing artificial intelligence: legal fiction or science fiction. UC Davis Law Rev 53:323–384
Sealy LS (1995) The corporate ego and agency untwined. Camb Law J 54:507–510
Sheley EL (2019) Tort answers to the problem of corporate criminal mens rea. N C Law Rev 97(4):773–841
Smith B (1928) Legal personality. Yale Law J 37(3):283–299
Solaiman SM (2017) Legal personality of robots, corporations, idols and chimpanzees: a quest for legitimacy. Artif Intell Law 25(2):155–179
Sommer JH (2000) Against cyberlaw. Berkeley Technol Law J 15(3):1145–1232
Strathearn C (2019) Our Turing Test for androids will judge how lifelike humanoid robots can be. The Conversation, 30 July 2019. http://theconversation.com/our-turing-test-for-androids-will-judge-how-lifelike-humanoid-robots-can-be-120696. Accessed 13 Nov 2020
Subramanian R (2019) Living in the world of AI—the human transformation. Hackernoon, 4 September 2019. https://hackernoon.com/living-in-the-world-of-ai-the-human-transformation-ve1ds3zyq. Accessed 13 Nov 2020
Swanson G (2019) Non-autonomous artificial intelligence programs and products liability: how new AI products challenge existing liability models and pose new financial burdens. Seattle Univ Law Rev 42:1201–1222
Tan CH (2017) The law of agency. Academy Publishing, Singapore
Vincent J (2019) Former Go champion beaten by DeepMind retires after declaring AI invincible. The Verge, 27 November 2019. https://www.theverge.com/2019/11/27/20985260/ai-go-alphago-lee-se-dol-retired-deepmind-defeat. Accessed 24 Jan 2020
Wang X (2019) Bioartificial organ manufacturing technologies. Cell Transpl 28(1):5–17
Wile R (2014) A venture capital firm just named an algorithm to its board of directors. Business Insider, 13 May 2014. https://www.businessinsider.com/vital-named-to-board-2014-5. Accessed 24 Jan 2021
Wojtczak S (2021) Endowing artificial intelligence with legal subjectivity. AI Soc. https://doi.org/10.1007/s00146-021-01147-7
Zech H (2021) Liability for AI: public policy considerations. ERA Forum. https://doi.org/10.1007/s12027-020-00648-0
Ziemianin K (2021) Civil legal personality of artificial intelligence. Future or utopia? Internet Policy Rev 10(2):1–20
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Cheong, B.C. Granting legal personhood to artificial intelligence systems and traditional veil-piercing concepts to impose liability. SN Soc Sci 1, 231 (2021). https://doi.org/10.1007/s43545-021-00236-0
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DOI: https://doi.org/10.1007/s43545-021-00236-0