Boards Cannot Delegate Accountability: Fiduciary Duties, Caremark Oversight, and the Age of AI-Mediated Authority

Directors may lawfully delegate operational functions. What they may not do — consistently with fiduciary office — is relinquish responsibility for the criteria by which corporate action is framed, prioritized, and supervised. That limit is not a recent innovation; it is the structural premise of Delaware corporate law and of the fiduciary framework governing directors in the majority of U.S. states. DGCL §141(a) vests management in the board, and Delaware courts have consistently held that this authority cannot be structurally surrendered: Grimes v Donald articulated the abdication test; Moelis English company law is engaged comparatively. Delaware oversight doctrine is uniquely positioned to absorb these disputes: it already governs institutional control systems, and automated decision infrastructure maps directly onto its existing framework. Caremark litigation may prove to be the primary pathway through which AI governance enters corporate fiduciary law.