Fifteen Eighty Four

Academic perspectives from Cambridge University Press


A Q&A with Shawn Bayern, author of ‘Autonomous Organizations’

Shawn Bayern

Brain inside of a laptop computer being held

Q: What led you to start thinking about how software or robots might get legal personhood?

A: It was two things, really. On one side, I started noticing that significant activities within existing organizations had become entirely automated but still had legal effects. For example, I have a colleague who has no idea how much he’s paid, and he was due a salary increase that was to be implemented by a bulk computerized process. So it’s possible that no human being was aware of his specific salary increase, but that doesn’t make it any less binding as a legal matter. The other strand of thinking was that modern business entities had become so flexible that it started to become clear there were both practical and formal ways to let them operate without any human members. So the possibility of a “zero-member LLC” arises, and from that you get the idea that software, itself, can govern.

Q: Is this just a speculative possibility?

No, one of the things that’s most interesting to me about the ideas in this book is that they already work today, without any fundamental reform of the legal system. Of course, in law, everything is subject to dispute, but one of the chapters in the book lays out all the reasons why zero-member LLCs are already possible today. These kinds of structures would in fact be very hard to prevent even if regulators wanted to do so, because of the number of different legal jurisdictions we have and because there are so many different ways for the organizers of a zero-member or autonomous company to achieve their goals.

And regulators are embracing these new structures anyway, rather than fighting them. Vermont and Wyoming have both passed new statutes that would serve almost as safe harbors for the techniques I describe in the book.

Q: Aren’t you afraid that giving “legal personhood” to software goes a little too far, giving software too much control?

We have to be careful about what we mean when we talk about “legal personhood.” I come at these issues from a private-law perspective—contracts, torts, property, and so on—and when I use the term “legal personhood,” I have in mind the very basic types of interactions that the legal system enables: entering into contracts, owning property, serving as a legal agent, and so on. Recently, the term “legal personhood” has been tied in US policy debates to very contentious constitutional matters, like the ability for corporations to make political contributions, but that’s not an essential feature of the notion of basic legal personhood. Some legal persons can do some things; others can do other things. Regardless of whatever rights courts have recently given to corporations, nobody thinks that corporations can get married! Conversely, nobody thinks two humans can undergo a merger! My goal in Autonomous Organizations is just to show how the very basic types of legal relationships—again, like forming a contract—can be available to software.

Q: How do your ideas relate to specific modern technologies, like blockchains, that have been tied to past “autonomous organizations” like the DAO?

Mainly what I do in Autonomous Organizations is show how any software—whether it’s decentralized or not, cryptographic or not—can be set up to have binding legal effects, enter contracts, manage property, and so on. I think there’s been a lot of confusion recently about the capabilities and roles of particular modern technologies, especially blockchains. You hear all sorts of proposals for blockchains that have nothing to do with the problem that blockchains were designed to solve. Importantly, my ideas on this subject aren’t tied to any particular technology. It’s not about trying to find software that’s decentralized enough or sophisticated enough or smart enough. Even the simplest software can have a role to play in the legal system.

Too often, people envision technologies like blockchains as operating entirely outside the legal system, with no connection to it. What I’m really proposing in this book is a connection between technology and law, a way for law to recognize the operation of a software system. And that can mean any software system. I think of that flexibility as a significant strength of this book’s ideas, because it leaves the law neutral to technological implementation details.

Also, importantly, the ideas in Autonomous Organizations don’t depend on any agreement about how “intelligent” or “autonomous” an underlying software system has to be before the legal system recognizes it. We can disentangle those thorny philosophical questions from questions about legal capabilities. I like to think of that, too, as a strength of the book’s approach.

Autonomous Organizations by Shawn Bayern

About The Author

Shawn Bayern

Shawn Bayern is Associate Dean for Academic Affairs and Larry & Joyce Beltz Professor of Torts at Florida State University College of Law. He has a deep background in computer scie...

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