인공지능 이사의 도입에 관한 연구 - 회사법상 쟁점을 중심으로 -

The rapid development of artificial intelligence is affecting all sectors around the world. In particular, these impacts call for an overhaul of existing legal systems or the creation of new rules. This article is an essay on the issues in corporate law related to the introduction of artificial intelligence directors in the midst of this trend. In the absence of clear technical and legal definitions of AI, it is necessary to clarify who is responsible for AI if it takes over corporate decision-making. In the event of damage caused by an error in the data or a hallucination on the system, there is a need to define who is responsible. This means that according to the limitations of the current legal system centered on natural persons and legal entities, AI will be given a separate legal personality and AI itself will be defined as a responsible entity. Artificial intelligence directors can also be established when artificial intelligence is recognized as a rights subject in itself, and the question that may arise under the corporate law regarding the introduction of artificial intelligence directors is whether a company with artificial intelligence as a director can be recognized under the current law. This is about whether the AI director who runs the company has the ability to make decisions and manage activities, and there is enough incentive to introduce AI directors with accuracy, fairness, objectivity, neutrality, and professionalism into the company. The introduction of AI directors will also affect the duties of directors under corporate law and shareholder representative suit. However, due to the nature of artificial intelligence, there is no possibility of default in fulfilling duty of fiduciary, duty of supervision, so it is only liable for the breach of the duty of good faith, and it can be a direct party to the shareholders' representative suit when it is recognized as a legal personality. In addition, AI directors can have a positive impact on improving thecompany’s governance by reducing agency costs in that the board of directors can make objective and neutral decisions by providing data-based decision-making. Artificial intelligence is already having a profound impact on the business environment and will certainly lead to significant changes in corporate law. If legal personality is recognized in artificial intelligence and artificial intelligence itself becomes the subject of rights and obligations, the phenomenon of human directors being replaced by artificial intelligence directors may occur. Accordingly, it is necessary to prepare clear and comprehensive legal standards and legislation related to artificial intelligence, and to prepare for the era of artificial intelligence by introducing the legal personality of AI directors into the new corporate law system.