News Journal “Imagine Series” Q&A: Corporate Governance

Q: How concerned are you that Congress might create a national corporate law code or national incorporations law?

A: As Governor I would be very concerned that the Federal Government would intercede into an area of the law normally left to the states without any tangible benefit to businesses, shareholders or employees. Given the track record of the Federal Government in making the Federal Tax Code so complicated and inefficient for businesses and individuals I shudder at the detrimental impact the Federal Government would have on the seventy five plus years of Delaware Corporate Law which has provided stability, predictability and fairness to national business companies, shareholders and law firms throughout the country.

In fact, we already have a working and viable national business corporate law code-it is called the DELAWARE GENERAL CORPORATION LAW and the talented practicing attorneys and presiding Judges in Delaware are the keys to keeping us as the preferred location for incorporation in America.

The benefits of Delaware Corporate Law are numerous and substantial while the possible move of the Federal Government in to this area would simply be a move to take something from Delaware which is working very well for the benefit of the Federal Government. This potential ‘grab’ by the federal government has no merit and should be a big concern to everyone in Delaware.

Q: What could you and the state do to protect Delaware from federal intrusion and the loss of this crucial source of income?

A: First of all failure, is not an option. As Governor in cooperation with the Legislature and the Delaware Bar there are many things I would do to preclude any encroachment of the Federal Government into the pre eminent position of Delaware Corporate Law; 1) continue to appoint the world class Judges who try and review our corporate law cases both at the Chancery Court and Delaware Supreme Court, 2) Keep corporation laws flexible and current with today’s challenges and investor rights, 3) preserve the Judge as the decision maker and not the “random or runaway jury”, 4) Continually remind everyone involved of the value of precedence of Delaware Corporate Law, 5) continue to keep the costs low to all participants, 6) maintain the privacy of the Corporation process.

Also, I would call upon our Federal Delegation (Senators and Congressman) to use their collective influence to protect our eminent position plus rally our allies in the business community and national law firms.

In order to plan for the future I think it would be beneficial to examine the merits of financing, building and staffing a top notch Law School in Delaware with an emphasis in extending, refining and growing our future Corporate Legal Professionals.

Q: Is Delaware too dependent on the monies that flow from corporate taxes and fees? Does it have too many eggs in this basket?

A: Delaware does indeed rely heavily on the large percentage and total dollars of the corporate taxes and fees but that is a reflection of success which has developed over the years. However, I am running for Governor to lead Delaware in the future and my leadership will be defined by strategically expanding the economic pie to prevent undue concentration in any one industry. Still, as we move to expand, innovate and grow as a state we must protect our corporate taxes and fees. As Governor I will meet the dual challenge of protecting our corporate law position while growing and diversifying our economy.

My responsibility towards revenues is simple. They should always be diverse, fair and have the potential for future growth while supporting long term economic growth. The taxes and fees from our world renowned leadership in corporate governance should be a source of pride for Delawareans but in the future we must always be refining the structure of these valuable revenues as the business world adapts to new challenges.