Open Access Research Article

CORPORATE DECISIONS MADE BY ALGORITHMS: CAN A BOARD DELEGATE ITS JUDGMENT TO SOFTWARE?

Author(s):
AVIK SAPAL RUDRAKSH THOURWAL
Journal IJLRA
ISSN 2582-6433
Access Open Access
Volume 3
Issue 7
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Abstract

Artificial intelligence changes where corporate decisions are made before it changes who is legally responsible for them. A board may retain formal approval while a model determines the options presented, the risks measured and the commercial objectives pursued. This article examines whether that arrangement constitutes permissible assistance, lawful delegation or an abandonment of directors’ duties. Through a doctrinal comparison of Indian company law, the United Kingdom and Delaware, it argues that operational discretion can be delegated within legal limits, but directors cannot transfer their office or discharge their duties merely by adopting a software output. Independent judgment does not require directors to reproduce a model’s calculations; it requires an informed decision about the purpose, suitability and limits of reliance. The article distinguishes duties of care, loyalty and oversight, and separates their content from the conditions for personal liability. It proposes a proportionate framework of authorised use, reasoned reliance, continuing supervision and documented intervention. Applied to investment, acquisition and financial-reporting decisions, this framework preserves the benefits of automation while locating accountability in the people who design, approve and maintain its institutional use. For India, the immediate priority is practical guidance under existing directors’ duties, rather than legal personality for algorithms or immunity for their users.

Author Details

Authors: AVIK SAPAL & RUDRAKSH THOURWALRegistration ID: 1013318 | Published Paper ID: IJLRA13318 & IJLRA13319Year: Oct-2026 | Volume: 3 | Issue: 7Approved ISSN: 2582-6433 | Country: Delhi, IndiaPage No.: 711- 728

Article Information

CORPORATE DECISIONS MADE BY ALGORITHMS: CAN A BOARD DELEGATE ITS JUDGMENT TO SOFTWARE?

Authors: AVIK SAPAL, RUDRAKSH THOURWAL

  • Journal IJLRA
  • ISSN 2582-6433
  • Volume 3
  • Issue 7
Citation Full Details Search on Google Search on Google Scholar

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International Journal for Legal Research and Analysis

  • AbbreviationIJLRA
  • ISSN2582-6433
  • AccessOpen Access
  • LicenseCC 4.0

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