Adam, 8 Oct: "make sure this makes it into the OPML node for the Superintelligence Force topic"
Context: 15-4 — Nuala O'Connor on Altman's "some bad things are going to happen": "Once you know that something bad's gonna happen, your duty of care… is to try to avoid it."
There are two different duties.
1. Directors' and officers' duty of care (corporate law) — owed to the corporation and its shareholders
One of the two main fiduciary duties (the other is loyalty).
Standard: act in good faith, be reasonably informed, and use the care an ordinarily prudent person in a like position would use (Model Business Corporation Act §8.30).
Delaware (where most big US companies are incorporated): a breach needs gross negligence, not ordinary carelessness. Classic case: Smith v. Van Gorkom (1985) — a board approved a merger after a two-hour meeting with no proper information and was held liable.
Business judgment rule: courts presume directors acted on an informed basis, in good faith, in the honest belief the decision was in the company's best interest. A plaintiff must overcome that.
Exculpation: Delaware §102(b)(7) lets the charter remove directors' personal money liability for care breaches (officers too, since 2022). Most companies do it, so care claims rarely produce damages.
Oversight (Caremark): the board must make a good-faith effort to have a reporting and monitoring system. Liability needs a near-total failure, or ignoring red flags. These claims have grown since 2019 — Marchand v. Barnhill (Blue Bell listeria), the Boeing 737 MAX case.
2. The corporation's duty of care to others (tort law) — owed to customers, employees, the public
As a legal person, a corporation must take reasonable care not to cause foreseeable harm.
Negligence = four elements: duty, breach (below a reasonable standard), causation, damages.
Standard: what a reasonable company in the same position would do — industry practice, regulation and how foreseeable the harm was all count.
Examples: product safety, premises liability, workplace safety, duties set by statute (OSHA, environmental law).
UK: Caparo v Dickman (1990) — foreseeability, proximity, and that it is fair, just and reasonable to impose a duty.
Tie-in to Altman: O'Connor's point is the tort sense — if harm is foreseeable (and Altman says it is), the law expects reasonable steps to avoid it. Saying "bad things will happen" in public makes the harm foreseeable.
⚠️ Summary from Sam's general knowledge, not a live legal check; standards vary by state and country.