This Article examines how the EU Artificial Intelligence Act unsettles the justificatory foundations of fiduciary deference in corporate law. Although the Act does not directly regulate corporate boards, it institutionalizes procedural expectations of oversight, traceability, and anticipatory risk assessment that alter the institutional conditions under which fiduciary judgment is assessed.
The Article argues that the challenge posed by algorithmic decision-making is not primarily one of compliance or technical competence, but of justification. As corporate decisions are increasingly mediated by opaque systems that directors neither fully understand nor meaningfully interrogate, the premises on which judicial deference—embodied in the Business Judgment Rule—rests become contestable.
By analyzing the AI Act as a process-oriented governance regime, the Article shows how its procedural mandates risk recasting fiduciary oversight as a largely formalized practice divorced from substantive judgment. Against this backdrop, it reconceptualizes directors’ duties of care and loyalty under conditions of algorithmic reliance, identifying an emergent expectation of demonstrable stewardship over AI systems.
The Article concludes that fiduciary deference remains normatively defensible only where algorithmic tools mediate, rather than substitute for, human judgment. Absent such engagement, the Business Judgment Rule risks insulating not discretion, but abdication.