Legal Constitution

Two and a half decades of Delaware oversight jurisprudence rest on a factual premise that is ceasing to hold: that fiduciary judgment is human judgment all the way down. A letter to the Court of Chancery on the Caremark Gap, the Duty of Membrane Integrity, and what comes next.

Counsel work in attestation. Auditors work in pattern. Underwriters increasingly need cryptographic proof. The 5QLN Blueprint produces a typology of all three. What changes for the professions who advise the board, in the order their professional standards are resetting.

Existing frameworks govern AI. None produce a verifiable record that humans, not models, formed the decision. When the Caremark test arrives in the AI era, boards will need structural evidence — sealed surfaces, cryptographic attestation, an auditable Membrane. The fiduciary case.