MILLSTEIN: No, I’m happy about it, because I think there’s a diligent public servant on the block.
S+B: What I mean is, don’t you think that his prominence is a reflection of the failure of corporate governance mechanisms over the past few years?
MILLSTEIN: No. I think it’s a failure of other regulators who were supposed to be doing their job.
S+B: Speaking of regulators, should Delaware be as important as it is?
S+B: Why? It’s like saying Mississippi should determine tort law in the United States.
MILLSTEIN: That’s silly. Delaware went out of its way to designate judges and courts that are fair, reasonable, and doing their jobs. It is, I believe, even-handed justice serving only the system, without a tilt to management, boards, or shareholders. They are effectively defining fiduciary duties. They have more experience handling these cases than any other court in the world. Fiduciary duty is what happens in the Delaware courts, based on years of experience in dealing with shareholders, boards, and managers. And all of us who practice there have comfort in a fair outcome.
Reprint No. 05109
Michael Schrage ([email protected]) is codirector of the MIT Media Lab’s e-Markets Initiative and a senior advisor to the MIT Security Studies program. A contributing editor to strategy+business, Mr. Schrage is the author of Serious Play: How the World’s Best Companies Simulate to Innovate (Harvard Business School Press, 1999).