America at 250: How America Shaped the World’s Boardrooms — Part I
Alongside the Constitution, America's most exported legal idea may be the modern boardroom.
Modern corporate governance owes more to the United States than to any other country. Over the last century, the United States developed rules that hold corporate leaders accountable to owners, require transparency for investors, place independent directors between managers and shareholders, and empower courts and regulators to discipline both. As so often in history, most of these ideas emerged from crises—market crashes, bribery scandals, and accounting failures. America learned from those mistakes, and other countries later copied, adapted, and sometimes improved its model.
Part I of this article covers three foundations of modern corporate governance: (1) SEC-administered mandatory disclosure, (2) Delaware corporate law, and (3) the board’s monitoring role. Part II addresses anti-corruption, audit reform, and corporate purpose.
1. Disclosure and the SEC
The story. After the 1929 stock market crash, the Senate’s Pecora investigation exposed fraudulent practices in the American financial industry. In response, Congress enacted two statutes. First, the Securities Act of 1933 required issuers offering new securities to the public to file a detailed registration statement and provide prospective buyers with an informative prospectus, enabling investors to assess the risks. Second, the Securities Exchange Act of 1934 imposed ongoing reporting requirements on listed companies and created the Securities and Exchange Commission (SEC) to enforce them.
Where we stand today. Annual, quarterly and current reports remain the backbone of U.S. capital markets, policed by the SEC and by private litigation. However, the content of disclosure continues to evolve with the shifting regulatory and political priorities. For example, in July 2023, the SEC adopted rules requiring companies to disclose material cybersecurity incidents within four business days. By contrast, the climate-related disclosure rule adopted in March 2024 faced a reversal in regulatory policy, with the SEC proposing that they be rescind entirely in May 2026.
Who followed. The model of an independent market regulator enforcing mandatory disclosure greatly influenced others. France offers a telling example: in 1967, it established the Commission des opérations de bourse– modelled on the SEC. In 2003, it merged the with Commission similar bodies to form the Autorité des marchés financiers.
Furthermore, the Objectives and Principles of Securities Regulation issued by the International Organization of Securities Commissions (IOSCO), whose members regulate markets in more than 130 jurisdictions, establish a common international framework for investor protection, disclosure, and regulatory enforcement.
Looking ahead. Today, the debate is no longer whether companies should disclose, but what and how. Investors, even where U.S. regulators have been less prescriptive, increasingly expect companies to report on climate-related risks, cybersecurity, and artificial intelligence, often in machine-readable formats that facilitate automated analysis comparison.
2. Delaware: A Law and a Court Built for Business
The story. Since the adoption of its general corporation law of 1899, Delaware has offered a flexible, business-friendly corporate framework. Central to its prominence is the Court of Chancery, a specialized court of equity that adjudicates corporate disputes without juries, and with judges who specialize in corporate disputes. Throughout the twentieth century, the court played a defining role in shaping the modern law of fiduciary duty. For example, (1) the business judgment rule shields directors’ informed, good-faith decisions from judicial second-guessing; (2) Unocal (1985) subjects takeover defenses to enhanced scrutiny; (3) Revlon (1986) requires a board selling control to seek the best price reasonably available; and (4) Caremark (1996) imposes a duty to oversee legal compliance.
Where we stand today. Delaware remains home to more than two-thirds of the Fortune 500 companies, but its primacy now faces competition. The “DExit” debate triggered by Tornetta v. Musk and Tesla’s 2024 reincorporation in Texas cast Texas and Nevada as credible alternatives. In addition, Texas opened a specialized Business Court on 1 September 2024. Delaware responded to these developments with Senate Bill 21, signed on 25 March 2025, which amended DGCL §144 to create statutory safe harbors for conflicted transactions involving directors, officers, and controlling stockholders when approved by fully informed, disinterested directors or stockholders (with both approvals required for controller going-private transactions).
Who followed. Delaware’s influence travels through doctrine more than statute. When hostile bids emerged in Japan, the Ministry of Economy, Trade and Industry and the Ministry of Justice issued takeover-defense guidelines in May 2005, that according to Columbia law professor Curtis Milhaupt, drew on Delaware case law. The model of a specialized business court has also spread. For example, Singapore established the Singapore International Commercial Court in 2015; Paris added an international chamber at its Court of Appeal in 2018, where hearings and evidence may be conducted in English; and the Netherlands Commercial Court was established in 2019. Together, these developments show how legal expertise can attract international business.
Looking ahead. Corporate law is now a competitive market within the United States. The open question is whether Delaware can preserve its appeal or whether Texas, Nevada, and other states can build equally or more attractive business-friendly environments.
3. The Monitoring Board
The story. For much of the twentieth century, American boards were dominated by the managers they were meant to oversee. That model came under scrutiny after the 1970 collapse of the Penn Central railroad and disclosures in the mid 1970’s, that U.S. corporations had made payments to foreign officials, often concealed from their auditors and boards. At the SEC’s urging, the New York Stock Exchange required every listed domestic company to establish an audit committee composed of independent directors by 30 June 1978. The foreign-payments scandal also produced the Foreign Corrupt Practices Act of 1977; the Enron and WorldCom collapses would later produce the Sarbanes-Oxley Act of 2002. Both of these acts are addressed in Part II.
Where we stand today. NYSE and Nasdaq rules require listed companies to have a majority of independent directors and fully independent audit and compensation committees. The NYSE also requires an independent nominating and governance committee, while Nasdaq allows nominations to be made instead by the independent directors as a group. Independence of the board does not, however, mean independence of its leadership. Many U.S. companies still have the CEO chair the board, and offset that concentration of power by having the independent directors elect a lead independent director.
Who followed. After crises, the monitoring board became the reform of choice: Korea mandated outside directors in 1998, China required one-third independent boards by 2003, and Japan introduced optional committee-based boards in 2002. In France, the 1995 Viénot report recommended at least two independent directors per listed board, drawing on Anglo-American practice.
Looking ahead. Independence is now a baseline, not a differentiator. The question has shifted from whether directors are independent of management to whether they are competent to oversee the risks that matter most today: cyber, AI and climate.
Part II, to be published shortly, turns to anti-corruption, audit reform and corporate purpose.
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Disclaimer
The views expressed in this article are those of the author and do not necessarily reflect the views of the author's employer or any organization with which the author is affiliated.
Author Biography
Alexandra Bochnakova is a Franco-American corporate and international lawyer, with more than 20 years of experience in corporate, transactional and litigation matters across civil and common law systems. She is currently Corporate Governance Director and Corporate and International Counsel in the Office of the General Counsel at FINCA Impact Finance in Washington, D.C., a microfinance group with over a dozen regulated subsidiaries across Latin America, Africa, the Middle East and Eurasia. She leads subsidiary governance and advises boards and senior management on cross-border transactions, restructurings and regulatory compliance.
She was previously Head of Corporate Affairs at Pierre Fabre Group in France, where she oversaw corporate and regulatory matters for nearly one hundred organizations in France and worldwide. She also served as Corporate Secretary of the holding company’s Board of Directors. For more than a decade before that, she was the founding partner of her own boutique law firm, focused on international business transactions and cross-border matters. She advised corporate and individual clients on investments, operations and contracts in the sale of goods, services, procurement, transportation and aviation. As a litigator, she focused on civil and commercial litigation.
Ms. Bochnakova holds an LL.M. in International Business and Economic Law and a Certificate in International Arbitration and Dispute Resolution from Georgetown University Law Center. She also holds a PhD in Comparative Law and a Master in Business Law from Université Toulouse 1 Capitole. She has served on the WFLS Board of Governors since 2018 and as its President and Chair since 2024. She speaks Bulgarian, English, French, Russian and is learning Spanish.
