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Hastings Business Law Journal

Authors

Chiara Picciau

Abstract

This article offers a novel account of the likely impact of new technologies—such as big data, algorithms, artificial intelligence, the blockchain, and smart contracts—on corporate governance. It shows that, contrary to common predictions, one of the most significant and immediate effects of these technologies on corporations concerns the distribution of competences and responsibilities among corporate bodies. The claim is supported by identifying five primary determinants of the current balance of powers in corporate organizations: (i) the speed and frequency of the decisions; (ii) the information necessary to decide and who has access to it; (iii) the costs of assigning decision-making responsibilities to a collegial body; (iv) the decision-makers’ incentives and interests; and (v) their competence and skills. Looking at whether and how these five dimensions are altered by technological innovation is the essential, and yet unexamined, analytical tool to accurately predict the impact of technology on corporate governance. While in some cases technological innovations may simply require managers to possess or acquire new competences and skills or may strengthen existing corporate roles, providing those who already make decisions with new tools to operate more efficiently, in other cases technology may shift the balance on who is the best decision-maker within the corporation. Technology may reduce some of the transaction costs that make collective decision-making burdensome for some corporate actors, suggesting, for example, that decisions that have been traditionally reserved for the board of directors may be made by shareholders. Similarly, competences that have commonly been delegated to executive officers and managers because of the need of particular operating expertise may shift back to the board of directors due to the informational decision-making support provided by technological tools. The result may not seem revolutionary at first glance, but it has potentially disruptive consequences for existing corporate governance models.

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