The Delaware Corporate and Legal Services Blog has posted analysis by retiring Delaware Supreme Court Justice Jack Jacobs of recurring issues in corporate governance law.  The post is an adapted version of a speech Justice Jacobs gave at the International Bar Association Corporate Governance Conference in Singapore on January 16, 2014.

Justice Jacobs writes: 

In the U.S., most publicly listed corporations have a very diffuse and dispersed shareholder base, with institutions (including private and governmental retirement and investment funds and hedge funds) holding large but not controlling blocks of the stock of those companies. Although the law regulating the issuance and trading of securities in the U.S. is national, there is, by and large, no national law that regulates corporate governance. That domain is regulated by the state where the company is incorporated–most prominently, Delaware. Legal disputes involving the internal governance of those companies are often resolved in court proceedings, and quite often in the courts of Delaware.

There are certain corporate governance issues, no matter where the company is located or incorporated, that tend to recur. Those issues tend to be the same, whether they arise in U.S., U.K., or in Asian companies.

The conclusion:

What should lawyers for executives and directors do to avoid these recurring corporate governance pitfalls? The concept is easily stated and not difficult to grasp: Directors should make sure they are adequately informed about any decision they are called upon to make, and should obtain proper legal and financial advice regarding what they absolutely need to know in order to make an informed decision. They should ask the hard questions needed to obtain that information, including disclosure of any conflicts of interest of the fiduciaries and advisors on their side of the transaction. If any such conflicts are disclosed, they should take steps to assure themselves that those conflicts will not taint the decision-making process, either by removing the conflicted fiduciaries and advisors or by creating structural safeguards to neutralize those conflicts.

The entire post can be found here.