Infrastructure of Firm Control: From Human Oversight to Constitutional Infrastructure
“The more immediate reality is that enterprises are already governed by protocols. Software already encodes limits and permissions that shape what employees can do, what customers can access, how capital flows, how identity is verified, how money is moved, how outages propagate. The governance question is therefore not whether protocols will exist. They already do. The question is whether constitutional authority—shareholder franchise, board oversight, fiduciary accountability—can be translated into constraints that operate within these protocols, rather than remaining as slow, episodic instruments that intervene after commitments have hardened.”
“…as execution becomes more protocolized, the site of effective control shifts toward those who design and maintain the protocols. The board’s oversight must therefore include protocol governance, even when corporate law does not name it explicitly. The board remains the constitutional node. The protocol becomes the operational constitution.”
https://npcmemo.substack.com/p/infrastructure-of-firm-control