Delaware

Delaware is a U.S. state whose corporate law and Court of Chancery shape how many American companies, including large AI developers, are formed, governed, and sued. Because so many firms incorporate there, Delaware fiduciary duty rulings often set the standard for how boards must oversee risks, including AI risks. For governance and compliance teams, Delaware is relevant to board oversight duties, shareholder litigation over AI failures, and the corporate charter provisions that determine who answers for an AI system's conduct.

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Corporate PolicyUS2026-10-28

Delaware's AI Company Structure Would Shield Humans From AI-Driven Liability

Delaware is advancing a proposal to create an Artificial Intelligence Company (AIC). This new corporate structure allows AI agents to fully manage business operations with no human required to make decisions. Human members who fund an AIC would be insulated from liability for AI-driven harms, except in cases of fraud or willful legal violations. US House Oversight Committee Chairman James Comer has raised objections, warning the structure could enable liability evasion and signaling possible federal legislation to limit state AI regulatory authority.

Delaware AI legal entity agentic AI liability corporate governance US federal legislation vendor risk