Cambridge Research Group on Private Actor Responsibility (CRGPAR) discussion: 'Personhood by Accident, Personhood by Design? Corporate Law’s Unintended Separation and the Future of AI'

Speaker: Dr Peter Underwood (Senior Lecturer in Law at the University of Auckland and Herbert Smith Freehills Global Visitor)

Argentina’s president has invited AI to incorporate. Javier Milei likens the development of AI to the founding of the Dutch East India Company, which, on his account, gave the world the modern company and ‘unleashed capitalism’s full potential’. The question of legal personhood for artificial intelligence is no longer speculative, and the obvious template is sitting right there: the company, described by Nobel laureate Nicholas Murray Butler as ‘the greatest single discovery of modern times’. Business corporations have been separated from natural persons since the seventeenth century, and by the end of the nineteenth century that separation had happened again with the modern company. That second separation was inadvertent rather than intentional. The authors of the general incorporation statutes envisaged a company based on an association of shareholders. It was Salomon v Salomon & Co Ltd, reversing a Court of Appeal decision on whose reasoning the Davey Committee had already built its recommendations, that separated the company from its shareholders. This discussion uses that history as a thought experiment: if the architects of the modern corporation could revisit the foundational moment of corporate design, armed with today’s insights into its legal, economic and social consequences, what would they do differently, and what does that answer mean for AI? Traced from Pope Innocent IV, through Coke CJ in The Case of Sutton’s Hospital and Salomon, to the modern corporate group, corporate personhood emerges as a doctrine that expanded far beyond its designers’ intentions, largely by accident, and proved almost impossible to reverse. Once the genie is out of the bottle, however ill-defined and unintended, it is very difficult to get it back in. When evaluating AI systems against the corporate form, only three of its five defining characteristics draw parallel. A corporation, as Lord Chancellor Thurlow is said to have remarked, has no soul to be damned and no body to be kicked. We risk offering personhood to something with even less of either. Corporate law is a precedent to learn from, not a template to copy.

Dr Peter Underwood is a Senior Lecturer in Law at the University of Auckland, where he is LLM & MLS Programme Director, and an Honorary Senior Lecturer at the University of Exeter. He is the Herbert Smith Freehills Global Visitor at the University of Cambridge in October 2026. His research is in corporate law, corporate governance and corporate theory, with interests in corporate power and the intersection of technology and company law. He is the author of Corporate Group Legitimacy (Routledge, 2024) and has held editorial roles with the New Zealand Business Law Quarterly, the European Business Law Review and the Cambridge Forum on AI: Law and Governance.

Please direct any questions to Nina Prusac and/or Professor Henning Grosse Ruse-Khan.