Delaware Wants to Let Robots Run Companies. What?

On September 24, 2026, Route Fifty reported that Delaware Secretary of State Charuni Patibanda-Sanchez’s proposed “Artificial Intelligence Company” legislation — which would let AI agents operate as independent legal entities, sign contracts, and run day-to-day business without human supervision, under a proposed 30-month regulatory sandbox — is drawing pointed criticism from corporate-governance academics. York University law professor Martin Petrin said the bill “is kind of jumping ahead straight to the future,” skipping over intermediate steps like AI serving alongside human directors and boards. Hofstra University’s Sergio Alberto Gramitto Ricci flagged the absence of basic governance mechanics (“how would managers report to the AI?”) and minimum capital requirements, calling the whole venture “a risky bet” for Delaware’s reputation as the default incorporation jurisdiction. The bill will not get real legislative traction until Delaware’s General Assembly reconvenes in January 2027.

The update this week is that the people whose entire academic careers are built on corporate governance are now the ones raising their hands and going “wait, actually—”. There’s a comedy beat here: Delaware built its 200-year reputation on being boring, predictable, and lawyer-friendly, and the state is now flirting with “what if the board of directors was a chatbot with no fiduciary duties and a 30-month trial period.”

What does “duty of care” even mean when the entity being sued has never had a bad day, a conflict of interest, or a lunch meeting? This is exactly the kind of proposal businesspeople forming or restructuring Delaware entities should be tracking, even if it’s 15+ months from being enactable.

David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a diverse range of corporate, dispute resolution and avoidance, contract drafting and negotiation, real estate, and other issues. He can be reached at david@seidmanlawgroup.com or 312-399-7390.