The single most important thing in conflicts of interest is up front disclosure. If you let everyone know what's going on, there is rarely an issue. (This is what ultimately brought down the CEO of LendingClub [0])

One challenge is we never see the instances where boards shoot down pet M&A projects, because those discussions happen behind closed doors without a merger announcement.

[0] http://www.wsj.com/articles/lendingclub-ceo-resigns-over-sal...