https://simplecast.com Boardroom Governance with Evan Epstein In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms. 2020-2026 Boardroom Governance en Tue, 7 Apr 2026 12:30:00 +0000 Tue, 7 Apr 2026 12:30:11 +0000 https://boardroom-governance.com Boardroom Governance with Evan Epstein https://image.simplecastcdn.com/images/5f82ab81-f844-48b4-8798-a91c2225b579/81a9a3fb-fa7d-4994-bb04-0bc99d550377/3000x3000/option-4.jpg?aid=rss_feed https://boardroom-governance.com episodic In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms. Evan Epstein false https://feeds.simplecast.com/sbYJfftt silicon valley, venture capital, corporate governance, board of directors, shareholders, strategy, fiduciary duty, risk oversight, executive education, ai governance Pacifica Global, LLC evan.epstein@pacificaglobal.com 9e195ba9-7af2-4193-b08a-8f184fa27134 Benjamin Means: The Principles of Family Business Law and Governance (0:00) Intro, *Reference to prior episode with Ben Means (E105)

(1:36) About the podcast sponsor: The American College of Governance Counsel.

(2:23) Start of interview. 

(3:39) The Premise of his new book Family Business Law

(6:48) Understanding Shareholder Oppression

(10:17) The Three-Circle Model Explained

(13:34) The Personal Impact of Family Business

(16:24) Boards in Family Businesses

(18:09) The Importance of Voice

(20:47) Overlapping Family and Business Law *Reference to my episodes on HBO's Succession

(24:36) The Succession Challenge (transference to next generation or sale of company)

(28:18) Fiduciary Duties and Governance. *Reference to the Market Basket litigation

(34:03) Family Protocols: A Solution?

(35:13) Societal Impact of Family Businesses *Reference to E204 with Eric Ries

(38:24) Innovations in Governance and Family Businesses. Pros and Cons of LLCs

(42:56) Features of a New Family Structure

(46:05) The Rise of Family Offices

Benjamin Means is a Professor of Law, the John T. Campbell Chair in Business and Professional Ethics, and Director of the Family & Small Business Program at the University of South Carolina Joseph F. Rice School of Law.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 7 Apr 2026 12:30:00 +0000 evan.epstein@pacificaglobal.com (Benjamin Means, Evan Epstein) https://boardroom-governance.com/episodes/benjamin-means-KsEvohJK (0:00) Intro, *Reference to prior episode with Ben Means (E105)

(1:36) About the podcast sponsor: The American College of Governance Counsel.

(2:23) Start of interview. 

(3:39) The Premise of his new book Family Business Law

(6:48) Understanding Shareholder Oppression

(10:17) The Three-Circle Model Explained

(13:34) The Personal Impact of Family Business

(16:24) Boards in Family Businesses

(18:09) The Importance of Voice

(20:47) Overlapping Family and Business Law *Reference to my episodes on HBO's Succession

(24:36) The Succession Challenge (transference to next generation or sale of company)

(28:18) Fiduciary Duties and Governance. *Reference to the Market Basket litigation

(34:03) Family Protocols: A Solution?

(35:13) Societal Impact of Family Businesses *Reference to E204 with Eric Ries

(38:24) Innovations in Governance and Family Businesses. Pros and Cons of LLCs

(42:56) Features of a New Family Structure

(46:05) The Rise of Family Offices

Benjamin Means is a Professor of Law, the John T. Campbell Chair in Business and Professional Ethics, and Director of the Family & Small Business Program at the University of South Carolina Joseph F. Rice School of Law.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Benjamin Means: The Principles of Family Business Law and Governance Benjamin Means, Evan Epstein 00:48:53 Benjamin Means discusses the unique governance challenges of family-controlled companies, drawing on his book Principles of Family Business Law. The conversation explores shareholder oppression, succession planning, fiduciary duties, and how boards can navigate the overlap between family, ownership, and management. Benjamin Means discusses the unique governance challenges of family-controlled companies, drawing on his book Principles of Family Business Law. The conversation explores shareholder oppression, succession planning, fiduciary duties, and how boards can navigate the overlap between family, ownership, and management. south carolina, voice, duty of care, societal impact, fiduciary duties, family business law, innovations, shareholder oppression, ai, ceo succession, llcs, anthropic, three circle model, family-owned businesses, family offices, family protocols, succession false full 205 0e2bc158-91b6-48a2-8dc6-057dcef487b8 Eric Ries: Incorruptible, and the Case for Long-Term Governance Reform (0:00) Intro

(1:40) About the podcast sponsor: The American College of Governance Counsel

(2:26) Start of interview

(3:19) Eric's origin story

(5:00) The Lean Startup Journey

(10:23) About The Long-Term Stock Exchange

(18:00) Governance and Eric's New Book Incorruptible

(24:14) On Governance in Startups vs. Public Companies and so-called "best practices." "One of the key ideas in the book is that it's always too early until it's too late."

(28:37) Why the title Incorruptible. How to become an incorruptible force for good in the world.

(33:15) The board members' sacred obligation. The call for a director's oath.

(34:40) The concepts of Financial Gravity and Career Equity. "The force that no one controls, but everyone obeys." "The number one thing CEOs notice before and after the IPO: every employee is looking at the stock ticker every day."

(41:38) Innovations in AI Governance (OpenAI, Anthropic, etc) "A new old idea"

(44:36) On the Public Benefit Corporation (PBC) structure. 

(46:25) The Case for New Governance Structures. "The shareholder primacy debate has become completely divorced from the actual material interests of shareholders." The example of Costco.

(52:45) On Dual-Class Share Structures. "I don't think emperor for life is a great political system" "[The] standard governance [model] has to be really bad for dictator for life to be an improvement." "I'm interested in trying to create what I call the architecture of institutional longevity. What would it take to create organizations that can endure for decades or even centuries? In order to do that, by definition, we have to find ways to encode the ethos."

(56:51) Mission-Locked Constellations. "Structures that involve many different entities that are locked together to act as a bit of an immune system against corruption." "The spiritual holding company: a constellation of multiple entities where some entity has the responsibility of being at the center to provide basically mission protection as a service to the for-profit entities under its purview."

(1:01:07) The Novo Nordisk story. *reference to the Acquired podcast episode.

(1:07:10) Books that have greatly influenced his life:

  1. The Machine that Changed the World, by James P. Womack, Daniel T. Jones, and Daniel Roos (1990)
  2. Toyota Production System, by Taiichi Ohno (2001)
  3. Toyota Way, by Jeffrey Liker (2003)
  4. Dune, by Frank Herbert (1965)
  5. The Dawn of Everything, by David Graeber and David Wengrow (2021)
  6. The Enlightened Capitalists, by James O'Toole (2019)

(1:12:20) His mentors. Steve Blank, Ken Duda, Maliz Beams, Dario Amodei, Brian Chesky, Matthew Prince, Sid Sijbrandij, Dustin Moskovitz, James Reinhart, Todd Park. 

(1:14:00) Quotes that he thinks of often or lives her life by "Nothing real can be threatened, and nothing unreal exists" (from A Course in Miracles)

(1:15:25) An unusual habit or an absurd thing that he loves

(1:16:08) The living person he most admires

Eric Ries is the Creator of the Lean Startup method and author of The Lean Startup, he has spent two decades reshaping how companies are built and managed. He is also the founder of the Long-Term Stock Exchange (LTSE) and host of The Eric Ries Show podcast. More info on his latest book Incorruptible here.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 31 Mar 2026 12:30:00 +0000 evan.epstein@pacificaglobal.com (Eric Ries, Evan Epstein) https://boardroom-governance.com/episodes/eric-ries-7eTcUxMX (0:00) Intro

(1:40) About the podcast sponsor: The American College of Governance Counsel

(2:26) Start of interview

(3:19) Eric's origin story

(5:00) The Lean Startup Journey

(10:23) About The Long-Term Stock Exchange

(18:00) Governance and Eric's New Book Incorruptible

(24:14) On Governance in Startups vs. Public Companies and so-called "best practices." "One of the key ideas in the book is that it's always too early until it's too late."

(28:37) Why the title Incorruptible. How to become an incorruptible force for good in the world.

(33:15) The board members' sacred obligation. The call for a director's oath.

(34:40) The concepts of Financial Gravity and Career Equity. "The force that no one controls, but everyone obeys." "The number one thing CEOs notice before and after the IPO: every employee is looking at the stock ticker every day."

(41:38) Innovations in AI Governance (OpenAI, Anthropic, etc) "A new old idea"

(44:36) On the Public Benefit Corporation (PBC) structure. 

(46:25) The Case for New Governance Structures. "The shareholder primacy debate has become completely divorced from the actual material interests of shareholders." The example of Costco.

(52:45) On Dual-Class Share Structures. "I don't think emperor for life is a great political system" "[The] standard governance [model] has to be really bad for dictator for life to be an improvement." "I'm interested in trying to create what I call the architecture of institutional longevity. What would it take to create organizations that can endure for decades or even centuries? In order to do that, by definition, we have to find ways to encode the ethos."

(56:51) Mission-Locked Constellations. "Structures that involve many different entities that are locked together to act as a bit of an immune system against corruption." "The spiritual holding company: a constellation of multiple entities where some entity has the responsibility of being at the center to provide basically mission protection as a service to the for-profit entities under its purview."

(1:01:07) The Novo Nordisk story. *reference to the Acquired podcast episode.

(1:07:10) Books that have greatly influenced his life:

  1. The Machine that Changed the World, by James P. Womack, Daniel T. Jones, and Daniel Roos (1990)
  2. Toyota Production System, by Taiichi Ohno (2001)
  3. Toyota Way, by Jeffrey Liker (2003)
  4. Dune, by Frank Herbert (1965)
  5. The Dawn of Everything, by David Graeber and David Wengrow (2021)
  6. The Enlightened Capitalists, by James O'Toole (2019)

(1:12:20) His mentors. Steve Blank, Ken Duda, Maliz Beams, Dario Amodei, Brian Chesky, Matthew Prince, Sid Sijbrandij, Dustin Moskovitz, James Reinhart, Todd Park. 

(1:14:00) Quotes that he thinks of often or lives her life by "Nothing real can be threatened, and nothing unreal exists" (from A Course in Miracles)

(1:15:25) An unusual habit or an absurd thing that he loves

(1:16:08) The living person he most admires

Eric Ries is the Creator of the Lean Startup method and author of The Lean Startup, he has spent two decades reshaping how companies are built and managed. He is also the founder of the Long-Term Stock Exchange (LTSE) and host of The Eric Ries Show podcast. More info on his latest book Incorruptible here.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Eric Ries: Incorruptible, and the Case for Long-Term Governance Reform Eric Ries, Evan Epstein 01:18:16 Eric Ries, author of The Lean Startup and founder of the Long-Term Stock Exchange, joins the podcast to discuss his new book Incorruptible. We explore why so many governance systems fail to support long-term thinking, the concept of "financial gravity," and what genuinely reform-minded governance could look like, from AI governance, public benefit corporations, to "mission-locked constellations." Eric Ries, author of The Lean Startup and founder of the Long-Term Stock Exchange, joins the podcast to discuss his new book Incorruptible. We explore why so many governance systems fail to support long-term thinking, the concept of "financial gravity," and what genuinely reform-minded governance could look like, from AI governance, public benefit corporations, to "mission-locked constellations." costco, long term stock exchange, public benefit corporations, corporate governance, incorruptible, fiduciary duties, foundations, long term benefit trust, novo nordisk, mission locked constellations, best practices, milton friedman, industrial foundations, dual class share structures, eric ries, esops, architecture of institutional longevity, delaware, the lean startup, shareholder primacy, pbcs, ethos, spiritual holding company, anthropic, founder control, ltse false full 204 2ebc9d7e-564f-44cf-b02c-7a0892c6f171 Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel

(2:18) Start of interview

(3:10) Ben's origin story

(7:14) Embracing Nevada as Home. Joining University of Nevada Las Vegas (UNLV) in 2017.

(10:14) Joining Wilson Sonsini as Senior of Counsel (2026)

(13:00) The Reincorporation Movement. Competition between Delaware, Texas, Nevada and others. *Reference to E201 with Leo Strine

(14:28) Tracking Company Reincorporation Movements (at Business Law Prof Blog)

(16:02) The Texas vs. Nevada Landscape

(17:50) Reasons Companies Move Jurisdictions *Reference to E194 with Richard Blake on SV150 companies

(23:15) Delaware advantages

(25:32) How Nevada is competing: "[W]e need to be able to do is reduce the friction and the barriers to picking Nevada as a jurisdiction."

(26:09) Delaware's SB21 and Its Implications. *Reference to Cornerstone Research report on the increase of M&A settlements and paper Is Delaware Different? Stockholder Lawyering in the Court of Chancery by Jessica Erickson, Adam Pritchard, and Stephen Choi

(31:54) The Race to the Bottom theory *Reference to E200 with Betsy Atkins

(34:50) Nevada's Business Courts and Future Changes (constitutional amendment)

(41:44) The IPO Landscape: Trends and Insights (Delaware fell from over 80% of IPO incorporations in 2022-2024 to just under 62% in 2025; Nevada reached ~17%, and Texas just under 4%). Bill Ackman picking Nevada for the IPO of Pershing Square.

(44:45) Addressing Nevada's Reputation (the example of LQR House reincorporating from Nevada to Delaware) *Reference to the Startup Litigation Digest

(49:06) Founder-Led Companies and Jurisdiction Choices. Example of Mark Pincus: Founders, Leave Delaware (While You Still Can)

(53:46) Nevada’s Commission to Study the Adjudication of Business Law Cases

(55:50) Books that have greatly influenced his life:

  1. Give and Take, by Adam Grant (2013)
  2. Drive, by Daniel Pink (2009)
  3. Chimpanzee Politics, by Frans de Waal (1982)

(57:16) His mentors. 

(58:16) Quotes that he thinks of often or lives her life by "To have a friend, you got to be a friend." 

(58:39) An unusual habit or an absurd thing that he loves

(58:57) The living person he most admires

Benjamin Edwards is a Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV). Ben also recently joined Wilson Sonsini as Senior Of Counsel to provide guidance to Nevada-incorporated companies.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Mar 2026 12:30:00 +0000 evan.epstein@pacificaglobal.com (Benjamin Edwards, Evan Epstein) https://boardroom-governance.com/episodes/ben-edwards-V241VQpZ (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel

(2:18) Start of interview

(3:10) Ben's origin story

(7:14) Embracing Nevada as Home. Joining University of Nevada Las Vegas (UNLV) in 2017.

(10:14) Joining Wilson Sonsini as Senior of Counsel (2026)

(13:00) The Reincorporation Movement. Competition between Delaware, Texas, Nevada and others. *Reference to E201 with Leo Strine

(14:28) Tracking Company Reincorporation Movements (at Business Law Prof Blog)

(16:02) The Texas vs. Nevada Landscape

(17:50) Reasons Companies Move Jurisdictions *Reference to E194 with Richard Blake on SV150 companies

(23:15) Delaware advantages

(25:32) How Nevada is competing: "[W]e need to be able to do is reduce the friction and the barriers to picking Nevada as a jurisdiction."

(26:09) Delaware's SB21 and Its Implications. *Reference to Cornerstone Research report on the increase of M&A settlements and paper Is Delaware Different? Stockholder Lawyering in the Court of Chancery by Jessica Erickson, Adam Pritchard, and Stephen Choi

(31:54) The Race to the Bottom theory *Reference to E200 with Betsy Atkins

(34:50) Nevada's Business Courts and Future Changes (constitutional amendment)

(41:44) The IPO Landscape: Trends and Insights (Delaware fell from over 80% of IPO incorporations in 2022-2024 to just under 62% in 2025; Nevada reached ~17%, and Texas just under 4%). Bill Ackman picking Nevada for the IPO of Pershing Square.

(44:45) Addressing Nevada's Reputation (the example of LQR House reincorporating from Nevada to Delaware) *Reference to the Startup Litigation Digest

(49:06) Founder-Led Companies and Jurisdiction Choices. Example of Mark Pincus: Founders, Leave Delaware (While You Still Can)

(53:46) Nevada’s Commission to Study the Adjudication of Business Law Cases

(55:50) Books that have greatly influenced his life:

  1. Give and Take, by Adam Grant (2013)
  2. Drive, by Daniel Pink (2009)
  3. Chimpanzee Politics, by Frans de Waal (1982)

(57:16) His mentors. 

(58:16) Quotes that he thinks of often or lives her life by "To have a friend, you got to be a friend." 

(58:39) An unusual habit or an absurd thing that he loves

(58:57) The living person he most admires

Benjamin Edwards is a Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV). Ben also recently joined Wilson Sonsini as Senior Of Counsel to provide guidance to Nevada-incorporated companies.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate Benjamin Edwards, Evan Epstein 01:00:48 Professor Benjamin Edwards discusses the rise of Nevada in the reincorporation debate and why more companies are reconsidering Delaware. The conversation explores founder control, litigation risk, SB21, Nevada’s business courts, and what shifting incorporation choices mean for boards and investors. Professor Benjamin Edwards discusses the rise of Nevada in the reincorporation debate and why more companies are reconsidering Delaware. The conversation explores founder control, litigation risk, SB21, Nevada’s business courts, and what shifting incorporation choices mean for boards and investors. business courts, corporate governance, texas, nevada, business law, reincorporations, wilson sonsini, california, race to the bottom, university of nevada, sb21, delaware, ipos, charters, chancery court, las vegas, controlling shareholders, founder control false full 203 46975b43-9e47-4938-884d-f3a60054c188 Joelle Emerson: Why Company Culture Is a Core Governance Issue (0:00) Intro

(1:35) About the podcast sponsor: The American College of Governance Counsel

(2:22) Start of interview

(3:01) Joelle's origin story

(7:00) The Journey of Paradigm, the culture company she co-founded in 2014. "Our goal is to help organizations build healthy and high performing cultures where people from all backgrounds can come together, do their best work and thrive."

(11:15) On the current backlash against DEI.

(16:49) On Coinbase's "mission focused company" statement in 2020.

(21:53) The Politics of Company Culture, and Silicon Valley's approach.

(26:15) The Shift from Public to Private Companies

(29:33) AI's Impact on the Workforce

(35:18) The Role of the Board on Workplace Culture

(37:23) Talent executives and CHROs on Boards

(39:54) Rethinking Compliance in Organizations

(42:43) Evaluating an organization's culture

(45:22) Books that have greatly influenced her life:

  1. Growth Mindset, by Carol Dweck (2007)
  2. Abundance, by Ezra Klein and Derek Thompson (2025)
  3. Sea of Tranquility, by Emily St. John Mandel (2022)

(47:04) Her mentors. 

(48:24) Quotes that she thinks of often or lives her life by "Do the best you can until you know better. And then when you know better, do better." (Maya Angelou) "Forward is a pace" (heard from a Peloton instructor, Robin Arzon)

(49:08) An unusual habit or an absurd thing that she loves

(49:44) The living person she most admires (inspiring now): Lindsey Vonn.

(50:30) The Unique Perspective of a Lawyer-CEO

Joelle Emerson is the CEO and co-founder of Paradigm, a company that empowers organizations to create innovative, high-performance workplaces where everyone can do their best work.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 9 Mar 2026 12:30:00 +0000 evan.epstein@pacificaglobal.com (Joelle Emerson, Evan Epstein) https://boardroom-governance.com/episodes/joelle-emerson-rnHimB1O (0:00) Intro

(1:35) About the podcast sponsor: The American College of Governance Counsel

(2:22) Start of interview

(3:01) Joelle's origin story

(7:00) The Journey of Paradigm, the culture company she co-founded in 2014. "Our goal is to help organizations build healthy and high performing cultures where people from all backgrounds can come together, do their best work and thrive."

(11:15) On the current backlash against DEI.

(16:49) On Coinbase's "mission focused company" statement in 2020.

(21:53) The Politics of Company Culture, and Silicon Valley's approach.

(26:15) The Shift from Public to Private Companies

(29:33) AI's Impact on the Workforce

(35:18) The Role of the Board on Workplace Culture

(37:23) Talent executives and CHROs on Boards

(39:54) Rethinking Compliance in Organizations

(42:43) Evaluating an organization's culture

(45:22) Books that have greatly influenced her life:

  1. Growth Mindset, by Carol Dweck (2007)
  2. Abundance, by Ezra Klein and Derek Thompson (2025)
  3. Sea of Tranquility, by Emily St. John Mandel (2022)

(47:04) Her mentors. 

(48:24) Quotes that she thinks of often or lives her life by "Do the best you can until you know better. And then when you know better, do better." (Maya Angelou) "Forward is a pace" (heard from a Peloton instructor, Robin Arzon)

(49:08) An unusual habit or an absurd thing that she loves

(49:44) The living person she most admires (inspiring now): Lindsey Vonn.

(50:30) The Unique Perspective of a Lawyer-CEO

Joelle Emerson is the CEO and co-founder of Paradigm, a company that empowers organizations to create innovative, high-performance workplaces where everyone can do their best work.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joelle Emerson: Why Company Culture Is a Core Governance Issue Joelle Emerson, Evan Epstein 00:52:15 Joelle Emerson, CEO and co-founder of Paradigm, discusses why company culture should be treated as a core governance issue and how boards should think about leadership, AI-driven workforce change, and the evolving politics of workplace culture. Joelle Emerson, CEO and co-founder of Paradigm, discusses why company culture should be treated as a core governance issue and how boards should think about leadership, AI-driven workforce change, and the evolving politics of workplace culture. corporate governance, boards, leadership, ai, inclusive, dei, culture, compliance, inclusion, silicon valley false full 202 c0794d07-3fe1-46de-8505-3d546d6e55fd Leo Strine: Delaware’s Moment, AI Guardrails, and a Call of Conscience (0:00) Intro

(1:29) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. *Reference to prior episode with Leo Strine (E100)

(3:09) The Call of Conscience and The Current Moment (reference to his speech at the Weinberg Center in Oct of 2025)

(5:18) Skepticism about Credibility of the Elite Among the Youth

(7:02) The Ethical Muscle

(8:20) Acknowledging Discrimination

(8:56) The Climate Crisis

(12:37) Shifts in Delaware Law

(13:45) Return to Traditions. "What Delaware has done is return to its traditions that existed the entire time I was a judge."

(14:28) The Controlled Company Debate and the MFW standard.

(25:00) On the recent pushback against incorporating in Delaware: "I don't minimize the moment"

(32:00) Section 220 Books and Records under SB21

(34:20) The statute was amended to provide more predictability. It actually looks like the Model Business Corporation Act. "I think both elements of this statute balance fairness and efficiency in a really good way."

(39:54) Activist Judges and Delaware. "This was a nonpartisan initiative to restore confidence in Delaware's corporate law. I have the utmost respect for our judiciary, I'm proud to have been part of it, and I believe they will follow the law."

(42:26) Delaware's Competitive Edge

(48:25) The Rise of AI Companies

(52:16) Energy Demand from AI. From guardrails to "trust us"

(58:39) The Urgency of Leadership

(1:01:59) Davos looks like a portrait of leadership failure "either eliminate it or make it real."

Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining WLRK, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Feb 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Leo Strine, Evan Epstein) https://boardroom-governance.com/episodes/leo-strine-2-mmIR72h5 (0:00) Intro

(1:29) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. *Reference to prior episode with Leo Strine (E100)

(3:09) The Call of Conscience and The Current Moment (reference to his speech at the Weinberg Center in Oct of 2025)

(5:18) Skepticism about Credibility of the Elite Among the Youth

(7:02) The Ethical Muscle

(8:20) Acknowledging Discrimination

(8:56) The Climate Crisis

(12:37) Shifts in Delaware Law

(13:45) Return to Traditions. "What Delaware has done is return to its traditions that existed the entire time I was a judge."

(14:28) The Controlled Company Debate and the MFW standard.

(25:00) On the recent pushback against incorporating in Delaware: "I don't minimize the moment"

(32:00) Section 220 Books and Records under SB21

(34:20) The statute was amended to provide more predictability. It actually looks like the Model Business Corporation Act. "I think both elements of this statute balance fairness and efficiency in a really good way."

(39:54) Activist Judges and Delaware. "This was a nonpartisan initiative to restore confidence in Delaware's corporate law. I have the utmost respect for our judiciary, I'm proud to have been part of it, and I believe they will follow the law."

(42:26) Delaware's Competitive Edge

(48:25) The Rise of AI Companies

(52:16) Energy Demand from AI. From guardrails to "trust us"

(58:39) The Urgency of Leadership

(1:01:59) Davos looks like a portrait of leadership failure "either eliminate it or make it real."

Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining WLRK, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Leo Strine: Delaware’s Moment, AI Guardrails, and a Call of Conscience Leo Strine, Evan Epstein 01:06:43 Former Delaware Chief Justice Leo Strine returns to the podcast for a wide-ranging conversation on the state of corporate law, shifts in Delaware governance, shareholder rights, AI companies, and the ethical responsibilities of directors in a rapidly changing political and technological landscape. Former Delaware Chief Justice Leo Strine returns to the podcast for a wide-ranging conversation on the state of corporate law, shifts in Delaware governance, shareholder rights, AI companies, and the ethical responsibilities of directors in a rapidly changing political and technological landscape. controlled corporations, ethics, climate change, executive compensation, corporate governance, mfw, books and records, section 220, sb21, leadership, ai, section 144, energy, litigation, politics in the boardroom, boards of directors false full 201 54845fb0-779c-4ae0-a8be-be9b1bd861e3 Betsy Atkins: Why Directors Must Become More Entrepreneurial and Change-Adaptive (0:00) Intro

(2:04) About the podcast sponsor: The American College of Governance Counsel

(2:50) Start of interview

(3:51) Betsy's origin story

(9:14) The HealthSouth Board Scandal

(16:35) Her preference when picking what boards to serve on

(17:30) Insights VC-backed Boards and role and profile of the independent director in this context

(21:20) Insights on PE-backed Boards and role and profile of the independent director in this context

(25:35) Navigating International Board Dynamics. Her experience on boards of Volvo and Schneider Electric.

(30:57) The Rise of Private Markets. Example of Atlas Air (Apollo backed). IPOs in 2026.

(35:07) AI's Impact on the Market and other macro trends

(38:10) Founder-Led Companies and Governance (including dual-class share structures).

(42:25) The Impact of Geopolitics on Governance

(45:11) The Impact of Politicization on Governance. Examples of Budweiser, Google, Netflix, and the mission-driven approach by Coinbase.

(50:09)  Adapting to Accelerating Change as Directors. The problem with incrementalist "custodian" directors in times of disruption. "It's really about being change-adaptive and comfortable making decisions with incomplete information. You look at someone like Musk, he's making decisions when he has 60% of the information. Most boards want 95% before they'll move. That's the fundamental challenge."

(55:58) Books that have greatly influenced her life ("the best business book"):

  1. Good to Great, by Jim Collins (2001)

(56:16) Her mentors. Craig Billings (CEO Wynn Resorts), Michael Steen (CEO Atlas Air Cargo), Jean-Pascal Tricoire (Chairman, Schneider), her mom ("her biggest mentor").

(57:06) On the current state of shareholder activism

(57:58) Quotes that she thinks of often or lives her life by "Perfect is the enemy of good enough." 

(58:19) An unusual habit or an absurd thing that she loves: she's a compulsive note-taker (plus, her recommended policy for directors)

(1:00:12) The living person she most admires: Elon Musk

Betsy Atkins has served on more than 38 public company boards and through 17 IPOs, in addition to scores of PE and VC-backed company boards. She brings a rare perspective shaped by crisis situations, international board service, and rapid technological change. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 9 Feb 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Betsy Atkins) https://boardroom-governance.com/episodes/betsy-atkins-ONU2L3sg (0:00) Intro

(2:04) About the podcast sponsor: The American College of Governance Counsel

(2:50) Start of interview

(3:51) Betsy's origin story

(9:14) The HealthSouth Board Scandal

(16:35) Her preference when picking what boards to serve on

(17:30) Insights VC-backed Boards and role and profile of the independent director in this context

(21:20) Insights on PE-backed Boards and role and profile of the independent director in this context

(25:35) Navigating International Board Dynamics. Her experience on boards of Volvo and Schneider Electric.

(30:57) The Rise of Private Markets. Example of Atlas Air (Apollo backed). IPOs in 2026.

(35:07) AI's Impact on the Market and other macro trends

(38:10) Founder-Led Companies and Governance (including dual-class share structures).

(42:25) The Impact of Geopolitics on Governance

(45:11) The Impact of Politicization on Governance. Examples of Budweiser, Google, Netflix, and the mission-driven approach by Coinbase.

(50:09)  Adapting to Accelerating Change as Directors. The problem with incrementalist "custodian" directors in times of disruption. "It's really about being change-adaptive and comfortable making decisions with incomplete information. You look at someone like Musk, he's making decisions when he has 60% of the information. Most boards want 95% before they'll move. That's the fundamental challenge."

(55:58) Books that have greatly influenced her life ("the best business book"):

  1. Good to Great, by Jim Collins (2001)

(56:16) Her mentors. Craig Billings (CEO Wynn Resorts), Michael Steen (CEO Atlas Air Cargo), Jean-Pascal Tricoire (Chairman, Schneider), her mom ("her biggest mentor").

(57:06) On the current state of shareholder activism

(57:58) Quotes that she thinks of often or lives her life by "Perfect is the enemy of good enough." 

(58:19) An unusual habit or an absurd thing that she loves: she's a compulsive note-taker (plus, her recommended policy for directors)

(1:00:12) The living person she most admires: Elon Musk

Betsy Atkins has served on more than 38 public company boards and through 17 IPOs, in addition to scores of PE and VC-backed company boards. She brings a rare perspective shaped by crisis situations, international board service, and rapid technological change. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Betsy Atkins: Why Directors Must Become More Entrepreneurial and Change-Adaptive Evan Epstein, Betsy Atkins 01:02:41 In this milestone Episode 200, Betsy Atkins, one of the most experienced directors in the U.S., shares insights from decades of board service. She has served on more than 38 public company boards and through 17 IPOs, in addition to numerous PE and VC-backed company boards. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board. In this milestone Episode 200, Betsy Atkins, one of the most experienced directors in the U.S., shares insights from decades of board service. She has served on more than 38 public company boards and through 17 IPOs, in addition to numerous PE and VC-backed company boards. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board. schneider, betsy atkins, private markets, shareholder activism, politicization, volvo, pe, atlas air, private equity backed boards, miami, change-adaptive, coinbase, founder-led companies, ai, geopolitics, apollo, baja corporation, silicon valley false full 200 872d1def-a59d-4eba-a545-9c0b133bd059 Michael Ewens (Columbia Business School): What the Data Reveals About Startup Boards and Private Equity (0:00) Intro

(1:19) About the podcast sponsor: The American College of Governance Counsel

(2:05) Start of interview 

(2:48) Michael's origin story. Academic Journey and Early Influences. *reference to Correlation Ventures

(8:55) About his paper Board Dynamics over the Startup Life Cycle (2020) with Nadia Malenko. 

(11:30) Role of independent directors in VC-backed companies.

(16:05) Control Dynamics in Startup Boards

(17:21) The Evolution of Founder Control *Reference to E187 with Brad Feld (Oct 2025)

(28:11) The Future of Private Markets

(29:21) The Future of IPOs “What’s been missing from the IPO market since 1996 is the small- to mid-cap company. In my view, the solution for public markets is to restore their uniqueness by shutting down private secondary markets and making public-market liquidity distinctive again.”

(33:40) The Role of Private Equity in Governance

(39:47) Distinctions Between VC and PE Boards

(42:24) Insights from Private Equity for Public Companies “A PE firm is really an investment bank with a consulting arm, where the partners sit on both sides and have equity in the whole game.” "What PE solves is expertise alignment, and a clear investment horizon for an exit."

(47:36) The Impact of AI on Board Governance

(50:20) Books that have greatly influenced his life:

  1. One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)
  2. Culture Series by Ian Banks (1987-2012)
  3. A Brief History of Intelligence by Max Bennett (2023)

(53:14) His mentors 

(54:24) Quotes that he thinks of often or lives his life by: "All models are wrong, but some are useful" by George Box

(53:15) An unusual habit or an absurd thing that he loves. Watching the Big Lebowski.

(55:53) The living person he most admires: Derek Thomson.

(57:26) Moving from VC to PE Research in New York

Michael Ewens is the David L. and Elsie M. Dodd Professor of Finance and co-director of the Private Equity Program at Columbia Business School.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 3 Feb 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Michael Ewens, Evan Epstein) https://boardroom-governance.com/episodes/michael-ewens-ENZDdoHI (0:00) Intro

(1:19) About the podcast sponsor: The American College of Governance Counsel

(2:05) Start of interview 

(2:48) Michael's origin story. Academic Journey and Early Influences. *reference to Correlation Ventures

(8:55) About his paper Board Dynamics over the Startup Life Cycle (2020) with Nadia Malenko. 

(11:30) Role of independent directors in VC-backed companies.

(16:05) Control Dynamics in Startup Boards

(17:21) The Evolution of Founder Control *Reference to E187 with Brad Feld (Oct 2025)

(28:11) The Future of Private Markets

(29:21) The Future of IPOs “What’s been missing from the IPO market since 1996 is the small- to mid-cap company. In my view, the solution for public markets is to restore their uniqueness by shutting down private secondary markets and making public-market liquidity distinctive again.”

(33:40) The Role of Private Equity in Governance

(39:47) Distinctions Between VC and PE Boards

(42:24) Insights from Private Equity for Public Companies “A PE firm is really an investment bank with a consulting arm, where the partners sit on both sides and have equity in the whole game.” "What PE solves is expertise alignment, and a clear investment horizon for an exit."

(47:36) The Impact of AI on Board Governance

(50:20) Books that have greatly influenced his life:

  1. One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)
  2. Culture Series by Ian Banks (1987-2012)
  3. A Brief History of Intelligence by Max Bennett (2023)

(53:14) His mentors 

(54:24) Quotes that he thinks of often or lives his life by: "All models are wrong, but some are useful" by George Box

(53:15) An unusual habit or an absurd thing that he loves. Watching the Big Lebowski.

(55:53) The living person he most admires: Derek Thomson.

(57:26) Moving from VC to PE Research in New York

Michael Ewens is the David L. and Elsie M. Dodd Professor of Finance and co-director of the Private Equity Program at Columbia Business School.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Michael Ewens (Columbia Business School): What the Data Reveals About Startup Boards and Private Equity Michael Ewens, Evan Epstein 00:59:35 Columbia Business School professor Michael Ewens joins the podcast to unpack what data reveals about startup board dynamics, founder power, and investor influence. We also discuss the current exit landscape, IPOs, private equity, and the future role of boards in an AI-driven economy. Columbia Business School professor Michael Ewens joins the podcast to unpack what data reveals about startup board dynamics, founder power, and investor influence. We also discuss the current exit landscape, IPOs, private equity, and the future role of boards in an AI-driven economy. columbia business school, private equity, ai governance, power law, startups, board dynamics, new york, venture capital, trados, ipos, ai, sarbannes-oxley, sec, founder control, public markets, independent directors, silicon valley false full 199 b7cdae17-8f22-4c4e-956a-290017029b55 Jennifer Ceran: From Treasury to CFO to the Boardroom (0:00) Intro

(1:36) About the podcast sponsor: The American College of Governance Counsel

(2:22) Start of interview

(3:21) Jennifer's origin story

(8:06) Journey to Treasury starting with Sara Lee Corporation, to Cisco and eBay (20-year career in Treasury)

(15:05) From Box to CFO roles at Coupons.com and Smartsheet (took it public as CFO)

(20:50) Building a Board Career: True Search, Auth0 (acq by Okta), Nerd Wallet, Wyze, Riskified and Klaviyo.

(23:40) Private vs. Public Boards

(27:47) On founder-led companies

(30:01) The Role of Audit Committees

(30:50) Navigating AI in the board

(36:37) On increased politicization and geopolitics in the boardroom

(38:44) CEO-CFO strategy and talking about the hard stuff

(40:22) Qualities of a Great Board Member: "The best board members ask the right questions at the right time in the right tone" (from Anita Sands). "They're willing to help in however the company wants them to help."

(44:05) Effective Board Meetings

(45:59) Books that have greatly influenced her life:

  1. Gifts Differing by Isabel Briggs Myers (1980)
  2. Discover your Strengths by Donald O. Clifton and Marcus Buckingham (2001)
  3. Dare to Lead by Brené Brown (1980)

(48:36) Her mentors 

(50:09) Quotes that she thinks of often or lives her life by "Don't take no for an answer and don't give up" 

(51:09) An unusual habit or an absurd thing that she loves: Family Search

(53:40) The living person she most admires: Taylor Swift

Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 27 Jan 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jennifer Ceran, Evan Epstein) https://boardroom-governance.com/episodes/jennifer-ceran-luQqOQf_ (0:00) Intro

(1:36) About the podcast sponsor: The American College of Governance Counsel

(2:22) Start of interview

(3:21) Jennifer's origin story

(8:06) Journey to Treasury starting with Sara Lee Corporation, to Cisco and eBay (20-year career in Treasury)

(15:05) From Box to CFO roles at Coupons.com and Smartsheet (took it public as CFO)

(20:50) Building a Board Career: True Search, Auth0 (acq by Okta), Nerd Wallet, Wyze, Riskified and Klaviyo.

(23:40) Private vs. Public Boards

(27:47) On founder-led companies

(30:01) The Role of Audit Committees

(30:50) Navigating AI in the board

(36:37) On increased politicization and geopolitics in the boardroom

(38:44) CEO-CFO strategy and talking about the hard stuff

(40:22) Qualities of a Great Board Member: "The best board members ask the right questions at the right time in the right tone" (from Anita Sands). "They're willing to help in however the company wants them to help."

(44:05) Effective Board Meetings

(45:59) Books that have greatly influenced her life:

  1. Gifts Differing by Isabel Briggs Myers (1980)
  2. Discover your Strengths by Donald O. Clifton and Marcus Buckingham (2001)
  3. Dare to Lead by Brené Brown (1980)

(48:36) Her mentors 

(50:09) Quotes that she thinks of often or lives her life by "Don't take no for an answer and don't give up" 

(51:09) An unusual habit or an absurd thing that she loves: Family Search

(53:40) The living person she most admires: Taylor Swift

Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jennifer Ceran: From Treasury to CFO to the Boardroom Jennifer Ceran, Evan Epstein 00:55:17 Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments. Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments. venture backed companies, private markets, corporate governance, sara lee corporation, politicization, cfo, ai governance, klaviyo, box, smartsheet, ai, auth0, true search, effictive board meetings, ebay, founder control, geopolitics, treasury, dual class shares, silicon valley false full 198 9c6ebfdb-f817-4f4c-9676-4bc286291e02 Jeff Epstein (Bessemer Venture Partners): Why Effective Boards Spend Time on Decisions Not Yet Made (0:00) Intro

(1:45) About the podcast sponsor: The American College of Governance Counsel

(2:31) Start of interview

(3:04) Jeff's origin story. Began career in investment banking at First Boston before transitioning to a 25-year run as CFO across media companies (King World, Nielsen) and tech (DoubleClick, Oracle).

(7:16) Transitioning to Bessemer Venture Partners.

(8:40) Focusing on his board career and audit committee member. ValueClick, Priceline (Booking Holdings).

(11:06) Growth in Public vs. Private Markets

(12:49) The State of European Entrepreneurial Ecosystem

(13:41) The Role of BVP CFO Council

(15:31) Understanding California and Silicon Valley's Unique Culture

(18:44) AI's impact on the CFO role

(20:54) Dynamics Between CEOs and CFOs

(23:12) CFOs in Startups vs. Public Companies "We've observed that about 5% of the headcount of any co' at any size is in the finance dpt.")

(25:25) CFOs as Board Members

(27:35) Board decisions on CEO hiring and firing. "The CEO's role is to articulate an effective strategy, to hire a great team, and then to execute that strategy well using that great team." "If over five years the CEO has never changed their mind based on board input, you have the wrong board."

(30:36) On effective Board Composition

(32:41) Navigating Shareholder Activism, including his experience at Twilio

(37:35) The Debate: Stay Private or Go Public. "There are three ownership structures: public companies, PE-owned companies (where PE controls CEO), and founder-controlled private companies" "I think you're going to see quite a few companies stay private forever or for decades."

(39:30) Preparing for the Future of Venture Capital 

(41:13) Optimizing Board Meeting Content. "Effective boards: 2/3 of time on未made decisions. Ineffective boards: show and tell." "Best-run companies: CEO encourages board members to meet with executives outside board meetings."

(45:50) Books that have greatly influenced his life:

  1. The Snowball: Warren Buffett and the Business of Life by Alice Shroeder (2008)
  2. My Early Life by Winston Churchill (1930) 
  3. How to Talk So Kids Will Listen & Listen So Kids Will Talk by Adele Faber and Elaine Mazlish (1980)

(47:07) His mentors 

(50:50) Quotes that he thinks of often or lives his life by "You want to live your life to have a seamless web of deserved trust" by Charlie Munger

(53:15) An unusual habit or an absurd thing that he loves. Reading adventure stories from G.H. Henty

(54:01) The living person he most admires: Warren Buffett

Jeff Epstein is an operating partner of Bessemer Venture Partners where he leads BVP’s CFO Council. He is a former CFO of Oracle and currently serves on the boards of Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings).

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 20 Jan 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jeff Epstein, Evan Epstein) https://boardroom-governance.com/episodes/jeff-epstein-yD7OuD_L (0:00) Intro

(1:45) About the podcast sponsor: The American College of Governance Counsel

(2:31) Start of interview

(3:04) Jeff's origin story. Began career in investment banking at First Boston before transitioning to a 25-year run as CFO across media companies (King World, Nielsen) and tech (DoubleClick, Oracle).

(7:16) Transitioning to Bessemer Venture Partners.

(8:40) Focusing on his board career and audit committee member. ValueClick, Priceline (Booking Holdings).

(11:06) Growth in Public vs. Private Markets

(12:49) The State of European Entrepreneurial Ecosystem

(13:41) The Role of BVP CFO Council

(15:31) Understanding California and Silicon Valley's Unique Culture

(18:44) AI's impact on the CFO role

(20:54) Dynamics Between CEOs and CFOs

(23:12) CFOs in Startups vs. Public Companies "We've observed that about 5% of the headcount of any co' at any size is in the finance dpt.")

(25:25) CFOs as Board Members

(27:35) Board decisions on CEO hiring and firing. "The CEO's role is to articulate an effective strategy, to hire a great team, and then to execute that strategy well using that great team." "If over five years the CEO has never changed their mind based on board input, you have the wrong board."

(30:36) On effective Board Composition

(32:41) Navigating Shareholder Activism, including his experience at Twilio

(37:35) The Debate: Stay Private or Go Public. "There are three ownership structures: public companies, PE-owned companies (where PE controls CEO), and founder-controlled private companies" "I think you're going to see quite a few companies stay private forever or for decades."

(39:30) Preparing for the Future of Venture Capital 

(41:13) Optimizing Board Meeting Content. "Effective boards: 2/3 of time on未made decisions. Ineffective boards: show and tell." "Best-run companies: CEO encourages board members to meet with executives outside board meetings."

(45:50) Books that have greatly influenced his life:

  1. The Snowball: Warren Buffett and the Business of Life by Alice Shroeder (2008)
  2. My Early Life by Winston Churchill (1930) 
  3. How to Talk So Kids Will Listen & Listen So Kids Will Talk by Adele Faber and Elaine Mazlish (1980)

(47:07) His mentors 

(50:50) Quotes that he thinks of often or lives his life by "You want to live your life to have a seamless web of deserved trust" by Charlie Munger

(53:15) An unusual habit or an absurd thing that he loves. Reading adventure stories from G.H. Henty

(54:01) The living person he most admires: Warren Buffett

Jeff Epstein is an operating partner of Bessemer Venture Partners where he leads BVP’s CFO Council. He is a former CFO of Oracle and currently serves on the boards of Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings).

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jeff Epstein (Bessemer Venture Partners): Why Effective Boards Spend Time on Decisions Not Yet Made Jeff Epstein, Evan Epstein 00:55:39 Jeff Epstein discusses why effective boards focus their time on decisions not yet made, drawing on his experience as a former public company CFO, board member at Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings), and operating partner at Bessemer Venture Partners, where he leads Bessemer’s CFO Council and works closely with portfolio company CEOs and CFOs to share best practices. Jeff Epstein discusses why effective boards focus their time on decisions not yet made, drawing on his experience as a former public company CFO, board member at Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings), and operating partner at Bessemer Venture Partners, where he leads Bessemer’s CFO Council and works closely with portfolio company CEOs and CFOs to share best practices. board agenda, private markets, oracle, oracle, shareholder activism, booking holding, best practices, stanford, board composition, california, ipos, ai, ceo succession, vc, doubleclick, nielsen, twilio, silicon valley false full 197 b48638a9-b660-4c42-9ff3-d926ba8423f8 Joe Grundfest (Stanford): 2026 Predictions and 2025 Reflections (0:00) Intro

(2:00) About the podcast sponsor: The American College of Governance Counsel.

(2:45) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24 and E161 from '25)

(4:43) IPO Environment. Reference to paper by Mark Roe: Half the Firms, Double the Profits

(11:58) Elon Musk's $1 Trillion Pay Plan "We will pay you an outrageous amount if you achieve preposterous results."

(14:40) Delaware's Supreme Court Decision Reversing the Chancery's Rescission of Elon's $56B (now $139B) Tesla comp 

(20:08) The AI Bubble "We're either in a bubble or a bubble is inevitable."

(25:24) OpenAI's Restructuring *more about the restructuring in this article

(28:18) Predictions on Elon Musk vs OpenAI trial

(32:47) Delaware Exodus "I describe Delaware now as the prostate of corporate law" "it's too soon to make a move from Delaware"

(36:16) Evolution of the Caremark Doctrine "the big enchilada"

(38:09) Delaware Attorney Fee Awards. *Reference to Joe Grundfest's paper on this topic.

(40:34) SEC enforcement focus 

(41:20) Biggest winner in business in 2025

(42:42) Biggest loser in business in 2025

(44:11) Biggest business surprise in 2025

(44:46) Best corporate governance trend from 2025

(46:00) Worst corporate governance trend from 2025

(48:28) What’s the biggest corporate governance trend to watch out for in 2026

(50:00) Thoughts on SEC (and other agencies) having Commissioners from a single party

(54:34) The Chicken!

Joe Grundfest is W.A. Franke Professor of Law and Business Emeritus at Stanford Law School, and Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 12 Jan 2026 13:30:00 +0000 evan.epstein@pacificaglobal.com (Joe Grundfest, Evan Epstein) https://boardroom-governance.com/episodes/joe-grundfest-2026-EDEPowC8 (0:00) Intro

(2:00) About the podcast sponsor: The American College of Governance Counsel.

(2:45) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24 and E161 from '25)

(4:43) IPO Environment. Reference to paper by Mark Roe: Half the Firms, Double the Profits

(11:58) Elon Musk's $1 Trillion Pay Plan "We will pay you an outrageous amount if you achieve preposterous results."

(14:40) Delaware's Supreme Court Decision Reversing the Chancery's Rescission of Elon's $56B (now $139B) Tesla comp 

(20:08) The AI Bubble "We're either in a bubble or a bubble is inevitable."

(25:24) OpenAI's Restructuring *more about the restructuring in this article

(28:18) Predictions on Elon Musk vs OpenAI trial

(32:47) Delaware Exodus "I describe Delaware now as the prostate of corporate law" "it's too soon to make a move from Delaware"

(36:16) Evolution of the Caremark Doctrine "the big enchilada"

(38:09) Delaware Attorney Fee Awards. *Reference to Joe Grundfest's paper on this topic.

(40:34) SEC enforcement focus 

(41:20) Biggest winner in business in 2025

(42:42) Biggest loser in business in 2025

(44:11) Biggest business surprise in 2025

(44:46) Best corporate governance trend from 2025

(46:00) Worst corporate governance trend from 2025

(48:28) What’s the biggest corporate governance trend to watch out for in 2026

(50:00) Thoughts on SEC (and other agencies) having Commissioners from a single party

(54:34) The Chicken!

Joe Grundfest is W.A. Franke Professor of Law and Business Emeritus at Stanford Law School, and Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Grundfest (Stanford): 2026 Predictions and 2025 Reflections Joe Grundfest, Evan Epstein 00:56:03 In this annual year-end episode, Evan Epstein and Joe Grundfest reflect on the major governance and market developments of 2025, from IPOs and AI to Delaware law and executive compensation. They also offer clear-eyed predictions on the trends boards should be watching as they head into 2026. In this annual year-end episode, Evan Epstein and Joe Grundfest reflect on the major governance and market developments of 2025, from IPOs and AI to Delaware law and executive compensation. They also offer clear-eyed predictions on the trends boards should be watching as they head into 2026. private markets, public benefit corporations, corporate governance, ipo market, caremark duties, texas, nevada, elon musk, boards, openai, business trends, tesla, delaware, ipos, economic consequences, ai, ai bubble, job displacement, tornetta v musk, public markets, inequality, bubble false full 196 8982a50d-dff5-47e0-bb27-6a20e7bf5dd0 David Berger: Year-End Reflections on Corporate Governance and the Road Ahead (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel.

(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)

(3:22) 2025 highlights from the American College of Governance Counsel

(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance

(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)

(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"

(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.

(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."

(29:55) The Shift to Private Markets

(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."

(39:45) AI and Cybersecurity in the Boardroom

(40:42) On Mandatory Arbitration

(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.

(43:40) Biggest loser in business in 2025: Delaware

(45:15) Biggest business surprise in 2025

(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.

(50:00) Worst corporate governance trend from 2025: Partisanship

(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom

(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the company

David Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 23 Dec 2025 09:59:01 +0000 evan.epstein@pacificaglobal.com (David Berger, Evan Epstein) https://boardroom-governance.com/episodes/david-berger-3-OCXUy4OC (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel.

(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)

(3:22) 2025 highlights from the American College of Governance Counsel

(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance

(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)

(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"

(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.

(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."

(29:55) The Shift to Private Markets

(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."

(39:45) AI and Cybersecurity in the Boardroom

(40:42) On Mandatory Arbitration

(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.

(43:40) Biggest loser in business in 2025: Delaware

(45:15) Biggest business surprise in 2025

(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.

(50:00) Worst corporate governance trend from 2025: Partisanship

(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom

(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the company

David Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> David Berger: Year-End Reflections on Corporate Governance and the Road Ahead David Berger, Evan Epstein 00:53:24 David Berger is a partner at Wilson Sonsini Goodrich & Rosati and the President of the American College of Governance Counsel. We dive into some of the most consequential issues facing directors today, including AI ethics and governance, dual-class share structures, and the emergence of new governance structures in technology companies. We also discuss whether we are in an AI bubble, the shifting dynamics of private markets, Delaware’s governance challenges, and the political forces now shaping boardroom decision-making. David Berger is a partner at Wilson Sonsini Goodrich & Rosati and the President of the American College of Governance Counsel. We dive into some of the most consequential issues facing directors today, including AI ethics and governance, dual-class share structures, and the emergence of new governance structures in technology companies. We also discuss whether we are in an AI bubble, the shifting dynamics of private markets, Delaware’s governance challenges, and the political forces now shaping boardroom decision-making. ethics, private markets, boardroom governance, public benefit corporations, corporate governance, wilson sonsini, dual class share structures, acgc, american college of governance counsel, ipos, ai, mandatory arbitration, pbcs, litigation false full 195 308b58d3-da3a-45c9-85dd-d28c68af1e66 Richard Blake: Key Takeaways from the 2025 Silicon Valley 150 Governance Report (0:00) Intro.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)

(3:11) AI dominance in public and private markets

(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)

(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule

(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure

(19:04) State vs. Federal Regulatory Landscape

(21:13) On SEC's change of policy relating to mandatory arbitration bylaws

(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting 

(27:18) SEC Changes to Rule 14a-8 proposals

(29:23) On Lack of Minority Party SEC Commissioners

(32:30) Delaware vs. Other States on Corporate Incorporations

(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.

(41:12) The State of Private Markets, IPOs and VC

(49:55) Biggest winner in business in 2025

(50:55) Biggest loser in business in 2025

(53:00)  Biggest business surprise in 2025

(54:32) Best and worst corporate governance trend from 2025

(58:18)  What’s the biggest corporate governance trend to watch out for in 2026

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 15 Dec 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Richard Blake) https://boardroom-governance.com/episodes/richard-blake-3-_RBWfVt8 (0:00) Intro.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)

(3:11) AI dominance in public and private markets

(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)

(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule

(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure

(19:04) State vs. Federal Regulatory Landscape

(21:13) On SEC's change of policy relating to mandatory arbitration bylaws

(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting 

(27:18) SEC Changes to Rule 14a-8 proposals

(29:23) On Lack of Minority Party SEC Commissioners

(32:30) Delaware vs. Other States on Corporate Incorporations

(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.

(41:12) The State of Private Markets, IPOs and VC

(49:55) Biggest winner in business in 2025

(50:55) Biggest loser in business in 2025

(53:00)  Biggest business surprise in 2025

(54:32) Best and worst corporate governance trend from 2025

(58:18)  What’s the biggest corporate governance trend to watch out for in 2026

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Richard Blake: Key Takeaways from the 2025 Silicon Valley 150 Governance Report Evan Epstein, Richard Blake 01:00:38 Richard Blake is a partner at Wilson Sonsini and the leader of the firm’s public companies practice. He is one of the lead authors of the 2025 Silicon Valley 150 Corporate Governance Report, an annual study tracking governance trends among leading technology and life sciences companies. We discuss the key findings from the 2025 report, including notable shifts in DEI disclosure, evolving approaches to ESG, and how companies are responding to an increasingly complex state and federal regulatory landscape. Richard Blake is a partner at Wilson Sonsini and the leader of the firm’s public companies practice. He is one of the lead authors of the 2025 Silicon Valley 150 Corporate Governance Report, an annual study tracking governance trends among leading technology and life sciences companies. We discuss the key findings from the 2025 report, including notable shifts in DEI disclosure, evolving approaches to ESG, and how companies are responding to an increasingly complex state and federal regulatory landscape. private markets, executive compensation, tender offers, corporate governance, secondary markets, sec climate disclosure, california, venture capital, rule 14a-8, ai, mandatory arbitration, dei, shareholder engagement, vc, sec, sunset provisions, shareholder proposals, esg, boardroom diversity, securities regulation, dual class shares, silicon valley false full 194 b533a9c1-a87b-4450-bec4-7f35dc11ab37 Michelle Leder (Footnoted): Uncovering Hidden Risks in SEC Filings (0:00) Intro

(1:21) About the podcast sponsor: The American College of Governance Counsel

(2:08) Start of interview

(2:36) Michelle's origin story

(4:33) The Origins of Footnoted (started in 2003)

(6:36) Understanding SEC Filings and Disclosures

(7:20) The "Friday Night Dump"

(9:34) The State of Public vs. Private Markets

(12:40) The Rise of Private Markets and Challenges of Public Markets

(18:43) Red Flags in SEC Filings

(22:03) The Evolution of Executive Compensation and Elon Musk's Comp

(28:53) Egregious Corporate Governance examples: Sketchers.

(30:08) The problem of Related Party Transactions.

(31:37) Independence and Compensation of Board Members 

(32:36) Quote of Charlie Munger and Warren Buffett on this topic

(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era? 

(40:18) Reference to my article on AI washing

(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)

(43:22) The Role of Markets in Everyday Life

(47:45) Books that have greatly influenced her life:

  1. The Jungle by Upton Sinclair (1906)
  2. Germinal by Émile Zola (1885)
  3. Crying in H Mart by Michelle Zauner (2021)

(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.

(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"

(50:52) An unusual habit or an absurd thing that she loves. 

Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 8 Dec 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Michelle Leder, Evan Epstein) https://boardroom-governance.com/episodes/michelle-leder-_BklBrG3 (0:00) Intro

(1:21) About the podcast sponsor: The American College of Governance Counsel

(2:08) Start of interview

(2:36) Michelle's origin story

(4:33) The Origins of Footnoted (started in 2003)

(6:36) Understanding SEC Filings and Disclosures

(7:20) The "Friday Night Dump"

(9:34) The State of Public vs. Private Markets

(12:40) The Rise of Private Markets and Challenges of Public Markets

(18:43) Red Flags in SEC Filings

(22:03) The Evolution of Executive Compensation and Elon Musk's Comp

(28:53) Egregious Corporate Governance examples: Sketchers.

(30:08) The problem of Related Party Transactions.

(31:37) Independence and Compensation of Board Members 

(32:36) Quote of Charlie Munger and Warren Buffett on this topic

(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era? 

(40:18) Reference to my article on AI washing

(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)

(43:22) The Role of Markets in Everyday Life

(47:45) Books that have greatly influenced her life:

  1. The Jungle by Upton Sinclair (1906)
  2. Germinal by Émile Zola (1885)
  3. Crying in H Mart by Michelle Zauner (2021)

(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.

(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"

(50:52) An unusual habit or an absurd thing that she loves. 

Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Michelle Leder (Footnoted): Uncovering Hidden Risks in SEC Filings Michelle Leder, Evan Epstein 00:52:39 Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings, and a longtime voice for transparency and accountability in financial disclosures. Michelle and I dive into how footnoted started, and why scrutinizing SEC filings, especially the rarely-read footnotes and after-hours “Friday Night Dump” disclosures, is relevant for boards, investors, and governance professionals. Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings, and a longtime voice for transparency and accountability in financial disclosures. Michelle and I dive into how footnoted started, and why scrutinizing SEC filings, especially the rarely-read footnotes and after-hours “Friday Night Dump” disclosures, is relevant for boards, investors, and governance professionals. regulatory challenges, private markets, ai washing, executive compensation, corporate governance, disclosures, warren buffett, financial analysis, charlie munger, securities and exchange commission, friday night dump, ai, sec, independent directors, sec filings false full 193 658419a8-77b2-48cc-a648-5a0fb6511a71 Erik Lie: Catching Cheats, Fraud Detection, and the Board’s Evolving Role (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview

(3:01) Erik's origin story

(6:10) His role at the Tippie College of Business at the University of Iowa.

(7:49) Exploring his book Catching Cheats

(9:39) About the field of forensic economics

(11:00) The Challenge of Private Market Data and Fraud *Reference to our Startup Litigation Digest

(16:24) Board Responsibilities in Fraud Detection

(19:03) Challenges for private company boards

(21:22) Insights and red flags from the Madoff Case

(26:30) Insider Trading and Its Challenges

(31:29) The Role of Whistleblowers in Fraud. Reference to E142 with Tyler Shultz and E130 with Mary Inman (whistleblower attorney)

(35:44) Cultural Perspectives on White-Collar Crime

(39:59) The Intersection of Vision and Fraud

(41:27) Fraud problems in academia

(44:00) The Impact of AI on Fraud Dynamics *suggested read: The Trillion Dollar Governance Reckonings

(49:46) The role of directors in the stock backdating scandals "they were happy beneficiaries"

(51:03) Books that have greatly influenced his life:

  1. Animal Farm by George Orwell (1945)
  2. Into Thin Air by Jon Krakauer (1997)

(53:45) His mentors *discussion about the Norges Bank Investment Mgmt Fund ($2T AUM) and its ethical issues.

(56:23) Quotes that he thinks of often or lives his life by.

(57:10) An unusual habit or an absurd thing that he loves. 

(58:08) The living person he most admires: Bill Gates.

Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 24 Nov 2025 10:00:00 +0000 evan.epstein@pacificaglobal.com (Erik Lie, Evan Epstein) https://boardroom-governance.com/episodes/erik-lie-53e9WAu_ (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview

(3:01) Erik's origin story

(6:10) His role at the Tippie College of Business at the University of Iowa.

(7:49) Exploring his book Catching Cheats

(9:39) About the field of forensic economics

(11:00) The Challenge of Private Market Data and Fraud *Reference to our Startup Litigation Digest

(16:24) Board Responsibilities in Fraud Detection

(19:03) Challenges for private company boards

(21:22) Insights and red flags from the Madoff Case

(26:30) Insider Trading and Its Challenges

(31:29) The Role of Whistleblowers in Fraud. Reference to E142 with Tyler Shultz and E130 with Mary Inman (whistleblower attorney)

(35:44) Cultural Perspectives on White-Collar Crime

(39:59) The Intersection of Vision and Fraud

(41:27) Fraud problems in academia

(44:00) The Impact of AI on Fraud Dynamics *suggested read: The Trillion Dollar Governance Reckonings

(49:46) The role of directors in the stock backdating scandals "they were happy beneficiaries"

(51:03) Books that have greatly influenced his life:

  1. Animal Farm by George Orwell (1945)
  2. Into Thin Air by Jon Krakauer (1997)

(53:45) His mentors *discussion about the Norges Bank Investment Mgmt Fund ($2T AUM) and its ethical issues.

(56:23) Quotes that he thinks of often or lives his life by.

(57:10) An unusual habit or an absurd thing that he loves. 

(58:08) The living person he most admires: Bill Gates.

Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Erik Lie: Catching Cheats, Fraud Detection, and the Board’s Evolving Role Erik Lie, Evan Epstein 01:00:24 Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. We talk about a broad range of governance and fraud-related issues, beginning with the challenges of private-market data, the evolving responsibilities of directors in fraud detection, and real-world lessons from the Bernie Madoff case and other historic white-collar scandals. Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. We talk about a broad range of governance and fraud-related issues, beginning with the challenges of private-market data, the evolving responsibilities of directors in fraud detection, and real-world lessons from the Bernie Madoff case and other historic white-collar scandals. private markets, tyler shultz, private equity, boards, forensic economics, stock backdating, audit committee, startup litigation, startups, forensic finance, whisleblowers, founders, role of the board, insider trading, venture capital, fraud, ai, theranos, culture, maddoff case, white collar crime, risk false full 192 72e5eac9-0832-4a31-9434-2eebd0aff82a Sue Siegel: Innovation, Life Sciences, and Governance in a Changing World (0:00) Intro

(1:55) About the podcast sponsor: The American College of Governance Counsel

(2:42) Start of interview

(3:56) Sue's origin story

(5:42) The Rise of Biotech and her Career Journey (BioRad, Dupont, Amersham and Affymetrix)

(12:04) Transition to Venture Capital (Mohr Davidow Ventures, GE Ventures)

(14:55) Evolution of Corporate Venture Capital (since ~2010) "They [now] represent about 28% of all VC dollars going into startups."

(19:32) Her Board Membership Journey (since 2000, as a board member at Affymetrix where she was an executive)

(21:12) The Impact of AI on Governance

(21:53) Cultural Differences in Boardrooms between founders and investors: "if you do governance right, it should be an enabler, not a suffocator."

(29:24) Navigating Geopolitical Risks. Example: Align Technology: We moved about 90% of our Russia based developers to Armenia.

(33:01) Challenges in Life Sciences Funding

(34:52) The AI Investment Boom

(37:16) Activism's Influence on Corporate Boards. "They punish the lack of communication. They punish obscuring things."  Reference to E189 with Joele Frank and Anne Chapman.

(42:36) The Evolution of Compensation Structures "I think one of the key topics around comp is aligning pay, performance, and purpose."

(45:34) Other relevant board topics: human capital, innovation, data and board culture.

(47:57) The Importance of Board Refreshment (digital and IA natives that can govern in the boardroom)

(49:12) Books that have greatly influenced her life:

  1. Passages by Gael Sheehy (1976)
  2. Mountains Beyond Mountains by Tracy Kidder (2003)

(52:00) "People that helped her along"

(54:23) An unusual habit or an absurd thing that she loves. 

(54:59) The living person she most admires: Francis Collins.

(56:39) Quotes that she thinks of often or lives her life by.

Sue Siegel is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Nov 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Executive Compensation, Leadership, Venture Capital, Corporate Venture Capital, GE, General Electric, Silicon Valley, Startups, AI, Artificial Intelligence, Shareholder Activism, Life Sciences, Geopolitics, Affymetrix, Compensation, Board Refreshment) https://boardroom-governance.com/episodes/sue-siegel-84I9V3PE (0:00) Intro

(1:55) About the podcast sponsor: The American College of Governance Counsel

(2:42) Start of interview

(3:56) Sue's origin story

(5:42) The Rise of Biotech and her Career Journey (BioRad, Dupont, Amersham and Affymetrix)

(12:04) Transition to Venture Capital (Mohr Davidow Ventures, GE Ventures)

(14:55) Evolution of Corporate Venture Capital (since ~2010) "They [now] represent about 28% of all VC dollars going into startups."

(19:32) Her Board Membership Journey (since 2000, as a board member at Affymetrix where she was an executive)

(21:12) The Impact of AI on Governance

(21:53) Cultural Differences in Boardrooms between founders and investors: "if you do governance right, it should be an enabler, not a suffocator."

(29:24) Navigating Geopolitical Risks. Example: Align Technology: We moved about 90% of our Russia based developers to Armenia.

(33:01) Challenges in Life Sciences Funding

(34:52) The AI Investment Boom

(37:16) Activism's Influence on Corporate Boards. "They punish the lack of communication. They punish obscuring things."  Reference to E189 with Joele Frank and Anne Chapman.

(42:36) The Evolution of Compensation Structures "I think one of the key topics around comp is aligning pay, performance, and purpose."

(45:34) Other relevant board topics: human capital, innovation, data and board culture.

(47:57) The Importance of Board Refreshment (digital and IA natives that can govern in the boardroom)

(49:12) Books that have greatly influenced her life:

  1. Passages by Gael Sheehy (1976)
  2. Mountains Beyond Mountains by Tracy Kidder (2003)

(52:00) "People that helped her along"

(54:23) An unusual habit or an absurd thing that she loves. 

(54:59) The living person she most admires: Francis Collins.

(56:39) Quotes that she thinks of often or lives her life by.

Sue Siegel is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Sue Siegel: Innovation, Life Sciences, and Governance in a Changing World Executive Compensation, Leadership, Venture Capital, Corporate Venture Capital, GE, General Electric, Silicon Valley, Startups, AI, Artificial Intelligence, Shareholder Activism, Life Sciences, Geopolitics, Affymetrix, Compensation, Board Refreshment 00:58:25 Sue Siegel is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades. She currently serves on the boards of Illumina, Align Technology, Nevro, The Engine (built by MIT), and the Kaiser Family Foundation, and has served on more than twenty boards over the course of her career. Sue Siegel is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades. She currently serves on the boards of Illumina, Align Technology, Nevro, The Engine (built by MIT), and the Kaiser Family Foundation, and has served on more than twenty boards over the course of her career. false full 191 2720c007-b364-4f91-a760-3c2f64c76052 Karen Page: Venture Boards, Founder Governance, and the Path from Startup to Scale (0:00) Intro

(1:25) About the podcast sponsor: The American College of Governance Counsel

(2:12) Start of interview

(3:01) Karen's origin story

(3:44) Early Career and Transition to Technology

(5:40) The Dot-Com Era and her time at Brobeck and later at Orrick.

(8:50) Her transition to Prosper Marketplace (Chris Larsen's company) 

(9:40) Her time at Box, Inc. and Apple *Reference to E179 with Jack Lazar

(13:14) Her journey to Venture Capital.

(14:16) Joining B Capital (in 2019) and the firm's investment focus

(16:16) The nature of B Capital's partnership with the Boston Consulting Group (BCG) 

(19:32) Governance in Early Stage Companies

(20:42) Her role as a board partner of her firm. *Reference to VCBA program

(23:22) Building Trust in Governance "It starts on day one. And that trust is just, is literally earned through every conversation, every interaction, and certainly every board meeting."

(25:41) Founder-Friendly Terms and Market Changes

(28:43) The Importance of Governance During Crisis

(31:52) CEO Succession and Leadership Transition

(37:45) Advisory Boards vs. Fiduciary Boards

(40:06) On board observers

(44:08) Board Committees and Their Evolution

(48:10) The Debate: Stay Private or Go Public

(51:37) Books that have greatly influenced her life:

  1. Annie Duke's Thinking in Bets (2018)
  2. Ray Dalio's Principles (2017)
  3. Shoe Dog by Phil Night (2016)

(52:00) Her mentors: David Geyer (Brobeck), Aaron Levie (Box), Howard Morgan (B Capital)

(52:48) Quotes that she thinks of often or lives her life by: "never cut what you can untie". And the other is "never confuse motion with progress."

(53:03) An unusual habit or an absurd thing that she loves. 

(53:25) The people she most admires

(55:50) Diversity on Boards in Venture Capital

Karen Page is a General Partner and Board Partner at B Capital. As a Board Partner, she collaborates with portfolio company leadership, B Capital’s investment team and the firm’s network of advisors to provide best-in-class strategic guidance

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 3 Nov 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Karen Page, Evan Epstein) https://boardroom-governance.com/episodes/karen-page-oRU_VmTZ (0:00) Intro

(1:25) About the podcast sponsor: The American College of Governance Counsel

(2:12) Start of interview

(3:01) Karen's origin story

(3:44) Early Career and Transition to Technology

(5:40) The Dot-Com Era and her time at Brobeck and later at Orrick.

(8:50) Her transition to Prosper Marketplace (Chris Larsen's company) 

(9:40) Her time at Box, Inc. and Apple *Reference to E179 with Jack Lazar

(13:14) Her journey to Venture Capital.

(14:16) Joining B Capital (in 2019) and the firm's investment focus

(16:16) The nature of B Capital's partnership with the Boston Consulting Group (BCG) 

(19:32) Governance in Early Stage Companies

(20:42) Her role as a board partner of her firm. *Reference to VCBA program

(23:22) Building Trust in Governance "It starts on day one. And that trust is just, is literally earned through every conversation, every interaction, and certainly every board meeting."

(25:41) Founder-Friendly Terms and Market Changes

(28:43) The Importance of Governance During Crisis

(31:52) CEO Succession and Leadership Transition

(37:45) Advisory Boards vs. Fiduciary Boards

(40:06) On board observers

(44:08) Board Committees and Their Evolution

(48:10) The Debate: Stay Private or Go Public

(51:37) Books that have greatly influenced her life:

  1. Annie Duke's Thinking in Bets (2018)
  2. Ray Dalio's Principles (2017)
  3. Shoe Dog by Phil Night (2016)

(52:00) Her mentors: David Geyer (Brobeck), Aaron Levie (Box), Howard Morgan (B Capital)

(52:48) Quotes that she thinks of often or lives her life by: "never cut what you can untie". And the other is "never confuse motion with progress."

(53:03) An unusual habit or an absurd thing that she loves. 

(53:25) The people she most admires

(55:50) Diversity on Boards in Venture Capital

Karen Page is a General Partner and Board Partner at B Capital. As a Board Partner, she collaborates with portfolio company leadership, B Capital’s investment team and the firm’s network of advisors to provide best-in-class strategic guidance

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Karen Page: Venture Boards, Founder Governance, and the Path from Startup to Scale Karen Page, Evan Epstein 00:57:48 Karen Page is a General Partner and Board Partner at B Capital, a global multi-stage venture firm founded by Eduardo Saverin and Raj Ganguly that partners with Boston Consulting Group to help scale high-growth startups. Karen brings decades of experience as an operator, investor, and board member across the technology and venture ecosystem. We discuss her career journey and path into VC. Karen shares insights into her investment focus at B Capital and reflects on how governance has evolved across early- and growth-stage companies. Karen Page is a General Partner and Board Partner at B Capital, a global multi-stage venture firm founded by Eduardo Saverin and Raj Ganguly that partners with Boston Consulting Group to help scale high-growth startups. Karen brings decades of experience as an operator, investor, and board member across the technology and venture ecosystem. We discuss her career journey and path into VC. Karen shares insights into her investment focus at B Capital and reflects on how governance has evolved across early- and growth-stage companies. bcg, board observers, governance, b capital, startups, venture capital, box, san francisco, ipos, trust, advisory boards, ceo succession, board committees, stay private vs go public, vcba, vc, aaron levie, boston consulting group, board advisors, boardroom diversity, silicon valley false full 190 313c4c07-863d-488c-b25c-96434e1f50f4 Joele Frank and Anne Chapman: Strategic Communications, Activism, and Governance (0:00) Intro to this episode

(1:34) About the podcast sponsor: The American College of Governance Counsel.

(2:21) Start of interview

(3:19) Joele Frank's origin story

(5:02) Anne Chapman's origin story

(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).

(12:46) Shareholder activism in today's market

(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27]

(18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"

(21:27) On mega grants.

(23:17) The evolution of M&A in shareholder activism

(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).

(28:38) Evolution of ESG/DEI, including boardroom diversity.

(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.

(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.

(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).

(48:50) The Changing Landscape of Board Composition

(49:55) The Importance of Board Evaluations

(51:45) On the "stay private or go public" debate

Joele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 27 Oct 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Joele Frank, Anne Chapman, Evan Epstein) https://boardroom-governance.com/episodes/frank-and-chapman-ymqgCChb (0:00) Intro to this episode

(1:34) About the podcast sponsor: The American College of Governance Counsel.

(2:21) Start of interview

(3:19) Joele Frank's origin story

(5:02) Anne Chapman's origin story

(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).

(12:46) Shareholder activism in today's market

(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27]

(18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"

(21:27) On mega grants.

(23:17) The evolution of M&A in shareholder activism

(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).

(28:38) Evolution of ESG/DEI, including boardroom diversity.

(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.

(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.

(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).

(48:50) The Changing Landscape of Board Composition

(49:55) The Importance of Board Evaluations

(51:45) On the "stay private or go public" debate

Joele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joele Frank and Anne Chapman: Strategic Communications, Activism, and Governance Joele Frank, Anne Chapman, Evan Epstein 00:54:32 Joele Frank, the founder and managing partner of her eponymous firm, Joele Frank, is one of the most respected names in strategic communications, having advised companies and boards through some of the most high-profile corporate crises, mergers, and proxy fights of the past three decades. Anne Chapman, managing director at Joele Frank, brings deep expertise in corporate governance and investor engagement, with a focus on advising boards and management teams on complex shareholder matters. Joele Frank, the founder and managing partner of her eponymous firm, Joele Frank, is one of the most respected names in strategic communications, having advised companies and boards through some of the most high-profile corporate crises, mergers, and proxy fights of the past three decades. Anne Chapman, managing director at Joele Frank, brings deep expertise in corporate governance and investor engagement, with a focus on advising boards and management teams on complex shareholder matters. public benefit corporations, shareholder activism, executive compensation, corporate governance, pbc, institutional investors, capital group, cii, exxon mobil, mega grants, mp materials, stewardship, norfolk southern, say on pay, dei, public markets, us steel, esg, boardroom diversity, joele frank false full 189 acd2ab72-0dcf-400d-9412-b5d85536e409 Stephen Bainbridge (UCLA): The State of Corporate Law and Governance in the U.S. (0:00) Intro

(1:24) About the podcast sponsor: The American College of Governance Counsel

(2:11) Start of interview. *Reference to E91 (April 2023) for Steven's personal/professional background. 

(2:34) The current era of corporate law.

(3:39) Transition to Substack Publishing

(6:40) The DExit Phenomenon Explained

(11:35) Understanding Delaware's SB21 and Its Implications. His article, Course Correction for Controller Shareholder Transactions.

(19:53) The impact of SB21 on shareholder inspection rights (Section 220 litigation)

(23:20) Texas and Nevada: business-friendly but different environments

(25:55) The Future of Startups and Incorporation Choices *reference to a16z's Delaware exit (July 2025)

(29:56) The Cycle of IPOs and Market Trends (stay private vs go public debate). Reference to The Eclipse of the Public Corporation (1989)

(36:47) The Rise of U.S. Government Intervention in corporate affairs (industrial policy).

(38:28) The concept of a "golden share" (in reference to US Steel situation)

(42:04) The fluctuation of politics in corporate governance and industrial policy.

(45:44) Analyzing Public Benefit Corporations in AI industry ("is it driven by economics or PR?")

(53:07) Rethinking the ESG phenomenon (political polarization)

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 13 Oct 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Stephen Bainbridge) https://boardroom-governance.com/episodes/bainbridge-2025-z2WKA7tM (0:00) Intro

(1:24) About the podcast sponsor: The American College of Governance Counsel

(2:11) Start of interview. *Reference to E91 (April 2023) for Steven's personal/professional background. 

(2:34) The current era of corporate law.

(3:39) Transition to Substack Publishing

(6:40) The DExit Phenomenon Explained

(11:35) Understanding Delaware's SB21 and Its Implications. His article, Course Correction for Controller Shareholder Transactions.

(19:53) The impact of SB21 on shareholder inspection rights (Section 220 litigation)

(23:20) Texas and Nevada: business-friendly but different environments

(25:55) The Future of Startups and Incorporation Choices *reference to a16z's Delaware exit (July 2025)

(29:56) The Cycle of IPOs and Market Trends (stay private vs go public debate). Reference to The Eclipse of the Public Corporation (1989)

(36:47) The Rise of U.S. Government Intervention in corporate affairs (industrial policy).

(38:28) The concept of a "golden share" (in reference to US Steel situation)

(42:04) The fluctuation of politics in corporate governance and industrial policy.

(45:44) Analyzing Public Benefit Corporations in AI industry ("is it driven by economics or PR?")

(53:07) Rethinking the ESG phenomenon (political polarization)

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Stephen Bainbridge (UCLA): The State of Corporate Law and Governance in the U.S. Evan Epstein, Stephen Bainbridge 00:56:47 Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. We discuss a range of timely and thought-provoking topics, beginning with his perspective on the evolving discourse around corporate law. We explore the “DExit” phenomenon and the implications of Delaware's SB21. We also discuss and compare the rise of Texas and Nevada as business-friendly incorporation alternatives. We then turn to broader questions about governance in a shifting regulatory and political environment, including the rise of government intervention, the role of PBCs in AI, and a reconsideration of ESG and stakeholder governance in the current climate. Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. We discuss a range of timely and thought-provoking topics, beginning with his perspective on the evolving discourse around corporate law. We explore the “DExit” phenomenon and the implications of Delaware's SB21. We also discuss and compare the rise of Texas and Nevada as business-friendly incorporation alternatives. We then turn to broader questions about governance in a shifting regulatory and political environment, including the rise of government intervention, the role of PBCs in AI, and a reconsideration of ESG and stakeholder governance in the current climate. section 220 books and records demands, industrial policy, startups, corporate law, ucla, section 220, sb21, delaware, ipos, section 144, golden shares, controlling shareholders, vc false full 188 7721e924-ea0e-4765-a5e6-8d0b2a45acc2 Brad Feld: Startup Boards and Lessons from Four Decades in VC (0:00) Intro

(1:36) About the podcast sponsor: The American College of Governance Counsel

(2:23) Start of interview

(3:11) Brad's origin story

(4:54) Venture Capital Beginnings

(5:39) The Rise of the Internet

(8:10) His role in Softbank Technology Ventures and later Mobius Venture Capital. Reference to Heidi Roizen E6, E108 and E116

(12:26) Transition to Techstars and Foundry

(13:36) Origin and focus of his book Startup Boards. Reference to his blog post: Feld Thoughts. "Boards (and board members) for private companies operate on a bell curve" (some are excellent, some are horrific, and most are average).

(15:31) The Evolution of Founder-Friendly Terms

(30:06) Effective Board Composition

(35:00) Defining a Great Board: the Board as a Team. Reference to Matt Blumberg's Rule of 1s: see E52 (2022)

(38:05) "The goal of the board is to get different skill sets around the table" "I think a founder should fight against investors having additional observer seats."

(41:13) Why he considers it a red flag when a director claims they're acting out of "fiduciary duty." *Reference to the Startup Litigation Digest

(44:50) Governance concerns in the AI Boom

(47:37) Books that have greatly influenced his life:

  1. Zen and the Art of Motorcycle Maintenance by Robert Pirsig (1974)
  2. The entire pantheon of Neal Stephenson and William Gibson 
  3. Science fiction written by female writers (as a category)
  4. Hyperion Cantos by Dan Simmons

(50:05) His mentors: Len Fassler and his uncle, Charlie Feld.

(51:55) Quotes that he thinks of often or lives his life by: from his Dad: "If you're not standing on the edge, you're taking up too much space.", from Len: "Brad, they can't kill you and they can't eat you. Suit up."

(53:00) An unusual habit or an absurd thing that he loves. "I love philanthropically funding bathrooms." Also, the Banana Lounge at MIT.

(55:38) The living person he most admires: his wife Amy Batchelor.

Brad Feld has been an early-stage investor and entrepreneur since 1987. He co-founded two venture capital firms, Foundry Group and Mobius Venture Capital, and multiple companies, including Techstars. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 1 Oct 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein) https://boardroom-governance.com/episodes/brad-feld-KAzcyJAN (0:00) Intro

(1:36) About the podcast sponsor: The American College of Governance Counsel

(2:23) Start of interview

(3:11) Brad's origin story

(4:54) Venture Capital Beginnings

(5:39) The Rise of the Internet

(8:10) His role in Softbank Technology Ventures and later Mobius Venture Capital. Reference to Heidi Roizen E6, E108 and E116

(12:26) Transition to Techstars and Foundry

(13:36) Origin and focus of his book Startup Boards. Reference to his blog post: Feld Thoughts. "Boards (and board members) for private companies operate on a bell curve" (some are excellent, some are horrific, and most are average).

(15:31) The Evolution of Founder-Friendly Terms

(30:06) Effective Board Composition

(35:00) Defining a Great Board: the Board as a Team. Reference to Matt Blumberg's Rule of 1s: see E52 (2022)

(38:05) "The goal of the board is to get different skill sets around the table" "I think a founder should fight against investors having additional observer seats."

(41:13) Why he considers it a red flag when a director claims they're acting out of "fiduciary duty." *Reference to the Startup Litigation Digest

(44:50) Governance concerns in the AI Boom

(47:37) Books that have greatly influenced his life:

  1. Zen and the Art of Motorcycle Maintenance by Robert Pirsig (1974)
  2. The entire pantheon of Neal Stephenson and William Gibson 
  3. Science fiction written by female writers (as a category)
  4. Hyperion Cantos by Dan Simmons

(50:05) His mentors: Len Fassler and his uncle, Charlie Feld.

(51:55) Quotes that he thinks of often or lives his life by: from his Dad: "If you're not standing on the edge, you're taking up too much space.", from Len: "Brad, they can't kill you and they can't eat you. Suit up."

(53:00) An unusual habit or an absurd thing that he loves. "I love philanthropically funding bathrooms." Also, the Banana Lounge at MIT.

(55:38) The living person he most admires: his wife Amy Batchelor.

Brad Feld has been an early-stage investor and entrepreneur since 1987. He co-founded two venture capital firms, Foundry Group and Mobius Venture Capital, and multiple companies, including Techstars. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Brad Feld: Startup Boards and Lessons from Four Decades in VC Evan Epstein 00:56:23 Brad Feld is a veteran venture capital investor, co-founder of Foundry and Techstars, and the co-author of Startup Boards, among many other books. We discuss his personal journey, from his early life and entry into VC during the internet boom, to co-founding Techstars and helping build hundreds of startups and their boards. Brad shares insights from Startup Boards and reflects on the importance of board dynamics, effective composition, and the evolving expectations of independent directors. Brad Feld is a veteran venture capital investor, co-founder of Foundry and Techstars, and the co-author of Startup Boards, among many other books. We discuss his personal journey, from his early life and entry into VC during the internet boom, to co-founding Techstars and helping build hundreds of startups and their boards. Brad shares insights from Startup Boards and reflects on the importance of board dynamics, effective composition, and the evolving expectations of independent directors. colorado, duty of loyalty, startup boards, mobius venture capital, duty of care, corporate governance, softbank technology ventures, fiduciary duties, board observers, board composition, startups, board dynamics, boulder, venture capital, techstars, foundry, ai, vc, masayoshi son, independent directors, silicon valley false full 187 d298d54a-90e2-4a0e-9dfa-1531bfbc08db State of the Markets and AI with Steven Wolfe Pereira (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview. *Reference to E181 (July 2025) for Steven's personal/professional background.

(3:14) IPOs and Market Trends. Including Klarna and Gemini.

(5:29) The Stay Private vs. Go Public Dilemma. Valuations and market health (examples of Airbnb and Figma)

(12:00) The Oracle post-earnings 36% price increase. *Reference to article by Tom Chavez: In Defense of Bubbles.

(14:14) AI, Data Centers, and Market Dynamics

(15:15) OpenAI's Future and Governance

(20:12) Power Dynamics in Big Tech companies (Mag 7).

(22:35) Tesla and Elon Musk Compensation Structure (Mega Grants)

(24:53) Boardroom Accountability in Big Tech

(28:31) Scale AI and L&A (Licensing & Acquihiring) as the new M&A

(34:34) AI startup governance (e.g. SSI and Thinking Machine Labs)

(36:41) The Role of Directors in Governance. "Theater in the boardroom?"

(39:08) Startup Fraud (Elizabeth Holmes, SBF, etc) and the Startup Litigation Digest

(40:05) Legal Accountability and Ethics 

(46:39) The Future of AI and Market Valuations in the "Agentic Economy"

(51:43) The Importance of Board Leadership

Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 16 Sep 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Steven Wolfe Pereira) https://boardroom-governance.com/episodes/state-of-the-market-NZ_K4wWn (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview. *Reference to E181 (July 2025) for Steven's personal/professional background.

(3:14) IPOs and Market Trends. Including Klarna and Gemini.

(5:29) The Stay Private vs. Go Public Dilemma. Valuations and market health (examples of Airbnb and Figma)

(12:00) The Oracle post-earnings 36% price increase. *Reference to article by Tom Chavez: In Defense of Bubbles.

(14:14) AI, Data Centers, and Market Dynamics

(15:15) OpenAI's Future and Governance

(20:12) Power Dynamics in Big Tech companies (Mag 7).

(22:35) Tesla and Elon Musk Compensation Structure (Mega Grants)

(24:53) Boardroom Accountability in Big Tech

(28:31) Scale AI and L&A (Licensing & Acquihiring) as the new M&A

(34:34) AI startup governance (e.g. SSI and Thinking Machine Labs)

(36:41) The Role of Directors in Governance. "Theater in the boardroom?"

(39:08) Startup Fraud (Elizabeth Holmes, SBF, etc) and the Startup Litigation Digest

(40:05) Legal Accountability and Ethics 

(46:39) The Future of AI and Market Valuations in the "Agentic Economy"

(51:43) The Importance of Board Leadership

Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> State of the Markets and AI with Steven Wolfe Pereira Evan Epstein, Steven Wolfe Pereira 00:53:07 In this special episode, I talk with Steven Wolfe Pereira, the founder and CEO of Alpha. We cover a wide range of topics at the intersection of capital markets, AI, and governance. We discuss IPOs, valuations, and the health of today’s markets, as well as the tension between private and public company growth. We also examine the pressures boards and executives face around performance, accountability, and compensation structures. In this special episode, I talk with Steven Wolfe Pereira, the founder and CEO of Alpha. We cover a wide range of topics at the intersection of capital markets, AI, and governance. We discuss IPOs, valuations, and the health of today’s markets, as well as the tension between private and public company growth. We also examine the pressures boards and executives face around performance, accountability, and compensation structures. magnificent 7, ssi, open technologies, oracle, public benefit corporations, sbf, scale ai, elon musk, secondary markets, licensing, klarna, agentic ai, thinking machine labs, mega grants, larry elison, co, gemini, acquihires, stripe, openai, china, fraud, airbnb, compensation, tesla, l&a, ipos, antitrust, caastle, ai, figma, google, stay private vs go public, irl, pbcs, big tech, elizabeth holmes, data centers, anthropic, compliance false full 186 e7434693-730f-4cf1-93a9-c4c547049bf4 Teresa Briggs: Audit Committees, AI, and the Evolving Role of Corporate Directors. (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:53) Teresa's origin story

(4:30) Her career path at Deloitte (37-year career)

(7:40) Transition to Board Service

(8:37) Joining the board of ServiceNow

(10:57) Joining the board of Warby Parker and understanding Public Benefit Corporations (PBCs)

(14:48) Joining the boards of Snowflake and Docusign

(15:38) Insights on Audit Committees (*reference to E179 with Jack Lazar)

(17:10) Evolving Responsibilities of Audit Committees

(21:40) The Climate and ESG Discussion

(24:15) Boardroom Diversity Trends

(26:13) The Rise of AI in Business

(30:18) Navigating Geopolitical Changes

(33:36) Handling Crisis Situations (her experience with whistleblower case and special committee with outside counsel investigation)

(37:28) Engaging with Activist Investors

(38:40) Founder Mentality vs. Governance *Reference to VC-Board Academy (on October 28, 2025 in NYC)

(42:10) The Future of Private vs. Public Companies (impact of IPOs) *Mention of CaaStle fraud case.

(45:57) The Impact of AI on Human Capital

(48:29) Work from Home Dynamics

(50:05) Book that has greatly influenced her life: Outlive, by Peter Attia (2022)

(50:50) Her mentors. Rich Fineberg

(51:51) Quotes that she thinks of often or lives his life by.

(52:24) An unusual habit or an absurd thing that she loves.

(53:11) The living person she most admires.

Teresa Briggs serves on the boards of DocuSign, ServiceNow, Snowflake and Warby Parker. She is a member of the audit committee for each company and is the audit committee chair of ServiceNow, DocuSign, and Warby Parker.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 2 Sep 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Teresa Briggs, Evan Epstein) https://boardroom-governance.com/episodes/teresa-briggs-GxUgJvV5 (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:53) Teresa's origin story

(4:30) Her career path at Deloitte (37-year career)

(7:40) Transition to Board Service

(8:37) Joining the board of ServiceNow

(10:57) Joining the board of Warby Parker and understanding Public Benefit Corporations (PBCs)

(14:48) Joining the boards of Snowflake and Docusign

(15:38) Insights on Audit Committees (*reference to E179 with Jack Lazar)

(17:10) Evolving Responsibilities of Audit Committees

(21:40) The Climate and ESG Discussion

(24:15) Boardroom Diversity Trends

(26:13) The Rise of AI in Business

(30:18) Navigating Geopolitical Changes

(33:36) Handling Crisis Situations (her experience with whistleblower case and special committee with outside counsel investigation)

(37:28) Engaging with Activist Investors

(38:40) Founder Mentality vs. Governance *Reference to VC-Board Academy (on October 28, 2025 in NYC)

(42:10) The Future of Private vs. Public Companies (impact of IPOs) *Mention of CaaStle fraud case.

(45:57) The Impact of AI on Human Capital

(48:29) Work from Home Dynamics

(50:05) Book that has greatly influenced her life: Outlive, by Peter Attia (2022)

(50:50) Her mentors. Rich Fineberg

(51:51) Quotes that she thinks of often or lives his life by.

(52:24) An unusual habit or an absurd thing that she loves.

(53:11) The living person she most admires.

Teresa Briggs serves on the boards of DocuSign, ServiceNow, Snowflake and Warby Parker. She is a member of the audit committee for each company and is the audit committee chair of ServiceNow, DocuSign, and Warby Parker.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Teresa Briggs: Audit Committees, AI, and the Evolving Role of Corporate Directors. Teresa Briggs, Evan Epstein 00:54:27 Teresa Briggs serves on the boards of DocuSign, ServiceNow, Snowflake and Warby Parker. She is a member of the audit committee for each company and is the audit committee chair of ServiceNow, DocuSign, and Warby Parker. After a 37-year career with Deloitte LLP, Teresa retired in 2019. At Deloitte, she was the lead partner for some of the organization’s leading companies, including Apple Inc., and held several leadership positions including Vice Chair―West Region, San Francisco and Silicon Valley managing partner, and served on the board of directors of Deloitte USA LLP. An established thought leader, Teresa created Deloitte’s onBoarding Academy, a board readiness program, and Deloitte’s Women on Boards program which brought together over 100 female corporate directors. Teresa Briggs serves on the boards of DocuSign, ServiceNow, Snowflake and Warby Parker. She is a member of the audit committee for each company and is the audit committee chair of ServiceNow, DocuSign, and Warby Parker. After a 37-year career with Deloitte LLP, Teresa retired in 2019. At Deloitte, she was the lead partner for some of the organization’s leading companies, including Apple Inc., and held several leadership positions including Vice Chair―West Region, San Francisco and Silicon Valley managing partner, and served on the board of directors of Deloitte USA LLP. An established thought leader, Teresa created Deloitte’s onBoarding Academy, a board readiness program, and Deloitte’s Women on Boards program which brought together over 100 female corporate directors. private markets, chro, warby parker, risk management, work from home, sustainability, audit, servicenow, california regulations, audit committees, ipos, ai, deloitte, dei, pbcs, sec, snowflake, risk, climate, docusign, esg, boardroom diversity, human capital, silicon valley false full 185 af708b7f-8f6e-4991-92b2-72fcf73a86a8 Jonathan Foster: On Boards and the Playbook for Modern Governance (0:00) Intro

(1:27) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:51) Jonathan's origin story

(4:23) His Journey into Governance, initially via accounting with PwC and later with Lazard.

(6:17) Types of Governance Structures

(7:51) About his firm Current Capital Partners (M&A advisory, corporate management services, and PE investing).

(8:31) The Inspiration Behind his book On Boards: The Modern Playbook for Corporate Governance.

(10:44) Interviews that Shaped the Narrative. His standout: Admiral Michael Mullen.

(13:04) Target Audience for the Book

(14:48) The importance of "boards [with a roster of] best athletes, not experts in a narrow area."

(17:04) His personal journey into boardrooms

(19:56) Experience as an Expert Witness 

(21:41) Evolution of Delaware's Corporate Law. *Reference to Moelis case and Tesla's Elon Musk CEO compensation case. 

(24:40) AI's Impact on the Boardroom. "[I]t is critical to remember that directors oversee, but management runs the company day to day."

(29:50) Navigating Geopolitical Challenges

(32:01) The Rise of Shareholder Activism

(34:29) Insights on Corporate Restructuring *Reference to E38 on the rise of bankruptcy directors with Jared Ellias (now at HLS)

(38:33) Separation of Chair and CEO is preferable

(39:00) "I think term-limits are a cop-out" there should be annual individual director evaluations.

(39:43) The Need for Corporate Director Licenses.

(41:36) Books that have greatly influenced his life:

  1. On a Clear Day You Can See General Motors, by Patrick J. Wright (1979)
  2. The Right Stuff, by Tom Wolfe (1979)
  3. The House of Morgan, by Ron Chernow (1990)

(42:30) His mentors

(43:18) Quotes that he thinks of often or lives his life by: "You can't get a hit if you don't swing the bat" "I'm dumb enough to make a decision" 
"It's all about tomorrow" "Have fun, life is too short"

(44:24) An unusual habit or an absurd thing that he loves.

(45:31) The living person he most admires: the Pope and Lebron James.

Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book On Boards: The Modern Playbook for Corporate Governance. He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 25 Aug 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Jonathan Foster, evan epstein) https://boardroom-governance.com/episodes/jonathan-foster-sBM4D3If (0:00) Intro

(1:27) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:51) Jonathan's origin story

(4:23) His Journey into Governance, initially via accounting with PwC and later with Lazard.

(6:17) Types of Governance Structures

(7:51) About his firm Current Capital Partners (M&A advisory, corporate management services, and PE investing).

(8:31) The Inspiration Behind his book On Boards: The Modern Playbook for Corporate Governance.

(10:44) Interviews that Shaped the Narrative. His standout: Admiral Michael Mullen.

(13:04) Target Audience for the Book

(14:48) The importance of "boards [with a roster of] best athletes, not experts in a narrow area."

(17:04) His personal journey into boardrooms

(19:56) Experience as an Expert Witness 

(21:41) Evolution of Delaware's Corporate Law. *Reference to Moelis case and Tesla's Elon Musk CEO compensation case. 

(24:40) AI's Impact on the Boardroom. "[I]t is critical to remember that directors oversee, but management runs the company day to day."

(29:50) Navigating Geopolitical Challenges

(32:01) The Rise of Shareholder Activism

(34:29) Insights on Corporate Restructuring *Reference to E38 on the rise of bankruptcy directors with Jared Ellias (now at HLS)

(38:33) Separation of Chair and CEO is preferable

(39:00) "I think term-limits are a cop-out" there should be annual individual director evaluations.

(39:43) The Need for Corporate Director Licenses.

(41:36) Books that have greatly influenced his life:

  1. On a Clear Day You Can See General Motors, by Patrick J. Wright (1979)
  2. The Right Stuff, by Tom Wolfe (1979)
  3. The House of Morgan, by Ron Chernow (1990)

(42:30) His mentors

(43:18) Quotes that he thinks of often or lives his life by: "You can't get a hit if you don't swing the bat" "I'm dumb enough to make a decision" 
"It's all about tomorrow" "Have fun, life is too short"

(44:24) An unusual habit or an absurd thing that he loves.

(45:31) The living person he most admires: the Pope and Lebron James.

Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book On Boards: The Modern Playbook for Corporate Governance. He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jonathan Foster: On Boards and the Playbook for Modern Governance Jonathan Foster, evan epstein 00:47:15 Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book "On Boards: The Modern Playbook for Corporate Governance." He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings. Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book "On Boards: The Modern Playbook for Corporate Governance." He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings. duty of loyalty, board oversight, shareholder activism, duty of care, restructuring, corporate governance, moelis, corporate director licensing, elon musk, fiduciary duties, separation chair and ceo roles, ai governance, on boards, delaware corporate law, new york, china, tesla, m&a, expert witness, current capital partners, term limits, geopolitics, lazard, litigation false full 184 b8a60b85-75a1-4c57-aee0-37057613ab25 Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel

(2:18) Start of interview. *Reference to E36 (June 2021) for personal/professional background, and E90 (March 2023)

(3:13) Celebrating 25 Years of the Weinberg Center

(3:47) Uncovering John Weinberg's 1948 Thesis. Details for the Symposium at the Weinberg Center on Oct 9, 2025.

(6:12) The role of boards and directors from a historical perspective. *Reference to Gilson and Gordon's article on Boards 3.0.

(8:17) The contribution of the Weinbergs to corporate governance: Sydney led Goldman Sachs from 1930 to 1969,  and John led GS from 1976-1990.

(14:04) The Relevance of Historical Governance Debates. *Reference to the Startup Litigation Digest.

(16:53) Delaware's current corporate law challenges: charter competition with Nevada, Texas, and other states (and Fed Govt).

(24:35) The Impact of Delaware's SB 21 Legislation. *Reference to a16z's statement on leaving DE (and Larry's take on it). Reference to Delaware's SB 313 partially in response to the Moelis decision (on validity of stockholder agreements).

(33:10) On Delaware's DExit: "I barely see a trickle, let alone a flood."

(39:27) The Future of Delaware's Corporate Landscape

(44:17) Remembering Charlie Munger's Influence

(45:56) Warren Buffett's contribution to governance and the future of Berkshire Hathaway

(48:22) Goals for the Weinberg Center's Future

(49:55) The Evolving Role of Corporate Directors. "[B]oards of directors are here to oversee, not to be experts, to ask discerning questions, to press, to query, but not to micromanage or get in the way." "Nose in, fingers out" attributed to John Nash, founder of NACD.

Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters. 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 18 Aug 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Lawrence Cunningham) https://boardroom-governance.com/episodes/larry-cunningham-lzcjdEkK (0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel

(2:18) Start of interview. *Reference to E36 (June 2021) for personal/professional background, and E90 (March 2023)

(3:13) Celebrating 25 Years of the Weinberg Center

(3:47) Uncovering John Weinberg's 1948 Thesis. Details for the Symposium at the Weinberg Center on Oct 9, 2025.

(6:12) The role of boards and directors from a historical perspective. *Reference to Gilson and Gordon's article on Boards 3.0.

(8:17) The contribution of the Weinbergs to corporate governance: Sydney led Goldman Sachs from 1930 to 1969,  and John led GS from 1976-1990.

(14:04) The Relevance of Historical Governance Debates. *Reference to the Startup Litigation Digest.

(16:53) Delaware's current corporate law challenges: charter competition with Nevada, Texas, and other states (and Fed Govt).

(24:35) The Impact of Delaware's SB 21 Legislation. *Reference to a16z's statement on leaving DE (and Larry's take on it). Reference to Delaware's SB 313 partially in response to the Moelis decision (on validity of stockholder agreements).

(33:10) On Delaware's DExit: "I barely see a trickle, let alone a flood."

(39:27) The Future of Delaware's Corporate Landscape

(44:17) Remembering Charlie Munger's Influence

(45:56) Warren Buffett's contribution to governance and the future of Berkshire Hathaway

(48:22) Goals for the Weinberg Center's Future

(49:55) The Evolving Role of Corporate Directors. "[B]oards of directors are here to oversee, not to be experts, to ask discerning questions, to press, to query, but not to micromanage or get in the way." "Nose in, fingers out" attributed to John Nash, founder of NACD.

Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters. 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom Evan Epstein, Lawrence Cunningham 00:54:50 Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters. We discuss the 25th anniversary of the Weinberg Center, including Larry’s discovery of John Weinberg’s 1948 Princeton thesis, which has inspired a forthcoming book and an October 9 symposium hosted by the Center. Larry reflects on the continued relevance of historical governance debates and how they inform today’s challenges, including Delaware’s evolving position as the nation’s corporate law leader. We also talk about Charlie Munger’s and Warren Buffett’s enduring influence and the future of Berkshire Hathaway. Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters. We discuss the 25th anniversary of the Weinberg Center, including Larry’s discovery of John Weinberg’s 1948 Princeton thesis, which has inspired a forthcoming book and an October 9 symposium hosted by the Center. Larry reflects on the continued relevance of historical governance debates and how they inform today’s challenges, including Delaware’s evolving position as the nation’s corporate law leader. We also talk about Charlie Munger’s and Warren Buffett’s enduring influence and the future of Berkshire Hathaway. corporate governance, moelis, stakeholders, caremark duties, texas, nevada, elon musk, warren buffett, charlie munger, marc andreessen, sydney weinberg, charter competition, john weinberg, dexit, sb21, delaware, corporate purpose, weinberg center, duty of oversight, shareholder primacy, john weinberg thesis, berkshire hathaway, bill ackman false full 183 ede29745-8281-4145-83bf-bc3582c7d150 Tina Rosenfeld: Independent Directors, Board Diversity, and Governance in Chile (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview *mention of my participation in the Board Summit in Chile (Nov 2025)

(3:40) Tina's origin story

(6:19) From Germany to Latin America with Beiersdorf

(10:14) Her time with D&S and Walmart Chile 

(11:38) Her start with board memberships

(14:23) The Role of Independent Directors in Family-Owned Businesses

(19:44) Navigating Boardroom Challenges

(22:54) The Role of Pension Funds in Chile Nominating Independent Directors

(29:52) Evolving Diversity on Boards

(34:20) Teaching and Mentoring Future Leaders

(40:11) Challenges of Startups in Latin America and Chile. Tina is an angel investor focused on backing women founders.

(46:13) Importance of Board Evaluations. *Reference to HBR article: How Pioneering Boards Are Using AI

(52:42) Books that have greatly influenced her life:

  1. Man's Search for Meaning, by Victor Frankl (1946)
  2. Book from her father for her children

(54:22) Her mentors

(55:38) Quotes that she thinks of often or lives her life by: "Look forward"

(56:14) An unusual habit or an absurd thing that she loves.

(57:10) The living person she most admires: Female entrepreneurs. Reference to paper Don't Pitch Like a Girl

Tina Rosenfeld is a corporate director, advisor, and educator with deep experience in international governance and strategy. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 5 Aug 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Tina Rosenfeld, Evan Epstein) https://boardroom-governance.com/episodes/tina-rosenfeld-u87Zmsx3 (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview *mention of my participation in the Board Summit in Chile (Nov 2025)

(3:40) Tina's origin story

(6:19) From Germany to Latin America with Beiersdorf

(10:14) Her time with D&S and Walmart Chile 

(11:38) Her start with board memberships

(14:23) The Role of Independent Directors in Family-Owned Businesses

(19:44) Navigating Boardroom Challenges

(22:54) The Role of Pension Funds in Chile Nominating Independent Directors

(29:52) Evolving Diversity on Boards

(34:20) Teaching and Mentoring Future Leaders

(40:11) Challenges of Startups in Latin America and Chile. Tina is an angel investor focused on backing women founders.

(46:13) Importance of Board Evaluations. *Reference to HBR article: How Pioneering Boards Are Using AI

(52:42) Books that have greatly influenced her life:

  1. Man's Search for Meaning, by Victor Frankl (1946)
  2. Book from her father for her children

(54:22) Her mentors

(55:38) Quotes that she thinks of often or lives her life by: "Look forward"

(56:14) An unusual habit or an absurd thing that she loves.

(57:10) The living person she most admires: Female entrepreneurs. Reference to paper Don't Pitch Like a Girl

Tina Rosenfeld is a corporate director, advisor, and educator with deep experience in international governance and strategy. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tina Rosenfeld: Independent Directors, Board Diversity, and Governance in Chile Tina Rosenfeld, Evan Epstein 00:58:46 Tina Rosenfeld is a corporate director, advisor, and educator with deep experience in international governance and strategy. Born in Germany and based in Chile, Tina has worked across Europe and Latin America, serving on boards of family businesses, startups, and publicly traded companies, while also mentoring the next generation of leaders. Tina Rosenfeld is a corporate director, advisor, and educator with deep experience in international governance and strategy. Born in Germany and based in Chile, Tina has worked across Europe and Latin America, serving on boards of family businesses, startups, and publicly traded companies, while also mentoring the next generation of leaders. beiersdorf, angel investing, institutional investors, board diversity, family governance, germany, startups, board summit, board evaluation, venture capital, afps, chile, pension funds, boardroom dynamics, walmart false full 182 f039f7c5-0af4-41e1-b84d-45226244a85d Steven Wolfe Pereira: How Can You Govern Something That You Don't Understand? (0:00) Intro

(1:28) About the podcast sponsor: The American College of Governance Counsel

(2:15) Start of interview

(3:17) Steven's origin story

(7:09) The AI Market Explosion

(10:07) Introducing Alpha: the company he leads. 

(16:01) On Events and Board Forums: "There is going to be a premium on IRL really moving forward because the bar is going to be so high" 

(17:50) The Necessity of Tech-Savvy Directors

(19:58) Steven's State of the Art of AI for directors. "The AI wave is driven by 4 forces: 1) Compute (the most important), 2) Data, 3) Algorithms, and 4) Robotics."

(25:11) Recommendations for directors on how to dive deeper into AI. *Reference to Menlo Venture's 2025: The State of Consumer AI

(29:24) Understanding AI Tools and Their Value

(31:55) Governance in the AI Age "How can you govern something you don't understand?"

(38:21) Navigating Private vs. Public Companies

(44:58) Geopolitical Tensions and AI. The options: 1) The Empire Strikes Back (China); 2) Star Trek (EU); and 3) The Capitalist Version of Mad Max (USA)

(49:28) The Future of Agentic AI

(52:12) The Importance of Data as an Asset

(58:53) How can the Board address the AI challenge

(1:04:14) Books that have greatly influenced his life:

  1. Meditations, by Marcus Aurelius 
  2. Start with Why, by Simon Sinek (2009)
  3. The Coming Wave, by Mustafa Suleiman (2023)

(1:05:36) His mentors

  1. Chinh Chu 
  2. Viola McCausland
  3. Paul Sagan
  4. David Kenny
  5. Lisa Hook

(1:07:39) Quotes that he thinks of often or lives his life by: "You become what you give your attention to.

(1:08:19) An unusual habit or an absurd thing that he loves.

(1:09:20)  The living person he most admires.

Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 24 Jul 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Steven Wolfe Pereira, Evan Epstein) https://boardroom-governance.com/episodes/steven-wolfe-pereira-0cLRyGrN (0:00) Intro

(1:28) About the podcast sponsor: The American College of Governance Counsel

(2:15) Start of interview

(3:17) Steven's origin story

(7:09) The AI Market Explosion

(10:07) Introducing Alpha: the company he leads. 

(16:01) On Events and Board Forums: "There is going to be a premium on IRL really moving forward because the bar is going to be so high" 

(17:50) The Necessity of Tech-Savvy Directors

(19:58) Steven's State of the Art of AI for directors. "The AI wave is driven by 4 forces: 1) Compute (the most important), 2) Data, 3) Algorithms, and 4) Robotics."

(25:11) Recommendations for directors on how to dive deeper into AI. *Reference to Menlo Venture's 2025: The State of Consumer AI

(29:24) Understanding AI Tools and Their Value

(31:55) Governance in the AI Age "How can you govern something you don't understand?"

(38:21) Navigating Private vs. Public Companies

(44:58) Geopolitical Tensions and AI. The options: 1) The Empire Strikes Back (China); 2) Star Trek (EU); and 3) The Capitalist Version of Mad Max (USA)

(49:28) The Future of Agentic AI

(52:12) The Importance of Data as an Asset

(58:53) How can the Board address the AI challenge

(1:04:14) Books that have greatly influenced his life:

  1. Meditations, by Marcus Aurelius 
  2. Start with Why, by Simon Sinek (2009)
  3. The Coming Wave, by Mustafa Suleiman (2023)

(1:05:36) His mentors

  1. Chinh Chu 
  2. Viola McCausland
  3. Paul Sagan
  4. David Kenny
  5. Lisa Hook

(1:07:39) Quotes that he thinks of often or lives his life by: "You become what you give your attention to.

(1:08:19) An unusual habit or an absurd thing that he loves.

(1:09:20)  The living person he most admires.

Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Steven Wolfe Pereira: How Can You Govern Something That You Don't Understand? Steven Wolfe Pereira, Evan Epstein 01:11:05 Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. Steven currently serves as an independent board director at the Latino Community Foundation, Save the Children, and Whalar. Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. Steven currently serves as an independent board director at the Latino Community Foundation, Save the Children, and Whalar. alpha ai, agentic ai, data, startups, artificial intelligence, robotics, china, venture capital, ai, compute, tech-savvy directors, board committees, vc, algorithms, geopolitics, silicon valley false full 181 b1a4909d-49ca-4513-a7dd-2b17d49f1a12 Erik Gerding (Freshfields): Governance, Regulation, and Risk in a Global Business Environment (0:00) Intro

(1:14) About the podcast sponsor: The American College of Governance Counsel

(2:00) Start of interview

(2:36) Erik's origin story

(4:14) Discussing Foreign Private Issuers (FPIs): His article "SEC Revisits Foreign Private Issuer Eligibility" (June 2025)

(16:45) The Rise of AI and Its Implications. Discussion on "AI Washing"

(19:30) Distinguishing statutory mandates between the SEC, FTC, and DOJ on regulatory oversight of AI

(20:40) The evolving crypto regulatory landscape "It's a pretty big sea change" "[Now it's] all about bright line rules (vs flexible standards) and trying to provide a lot more certainty to the market."

(23:24) Cybersecurity Threats and Board Responsibilities. Two requirements from SEC: 1) public companies must disclose material cybersecurity incidents within four business days after determining that that incident was material, and 2) disclosure in a company's annual report about its risk management strategy and governance around cybersecurity. "The real focus is on the material cybersecurity incident reporting."

(29:43) Current Trends in IPOs, SPACs and M&A (Liquidy Exits)

(32:32) SEC Priorities in 2025 and beyond. "The SEC leadership has underscored a back-to-basics approach. What this means is focusing more on clear fraud and fraud that is scienter-based." "They're [also] going to emphasize much more quantitative materiality rather than qualitative materiality." "[This] is another example of how this SEC is focused on bright line rules." 

(36:51) SEC Enforcement in Private Markets *Mention of the Startup Litigation Digest.

(40:31) The Shift from Delaware to Nevada, Texas, and Impact of Delaware's SB21.

(48:08) Books that have greatly influenced his life:

  1. Against the Gods: The Remarkable Story of Risk, by Peter L. Bernstein (1996)
  2. A Random Walk Down Wall St, by Burton Malkiel (1973)
  3. The Sound and the Fury, by William Faulkner (1929)

(48:54) His mentors

(50:16) Quotes that he thinks of often or lives his life by.

(50:48) An unusual habit or an absurd thing that he loves.

(51:13) The living person he most admires.

Erik Gerding is a Capital Markets partner at Freshfields advising on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 14 Jul 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Erik Gerding, Evan Epstein) https://boardroom-governance.com/episodes/erik-gerding-Z4TkuCQa (0:00) Intro

(1:14) About the podcast sponsor: The American College of Governance Counsel

(2:00) Start of interview

(2:36) Erik's origin story

(4:14) Discussing Foreign Private Issuers (FPIs): His article "SEC Revisits Foreign Private Issuer Eligibility" (June 2025)

(16:45) The Rise of AI and Its Implications. Discussion on "AI Washing"

(19:30) Distinguishing statutory mandates between the SEC, FTC, and DOJ on regulatory oversight of AI

(20:40) The evolving crypto regulatory landscape "It's a pretty big sea change" "[Now it's] all about bright line rules (vs flexible standards) and trying to provide a lot more certainty to the market."

(23:24) Cybersecurity Threats and Board Responsibilities. Two requirements from SEC: 1) public companies must disclose material cybersecurity incidents within four business days after determining that that incident was material, and 2) disclosure in a company's annual report about its risk management strategy and governance around cybersecurity. "The real focus is on the material cybersecurity incident reporting."

(29:43) Current Trends in IPOs, SPACs and M&A (Liquidy Exits)

(32:32) SEC Priorities in 2025 and beyond. "The SEC leadership has underscored a back-to-basics approach. What this means is focusing more on clear fraud and fraud that is scienter-based." "They're [also] going to emphasize much more quantitative materiality rather than qualitative materiality." "[This] is another example of how this SEC is focused on bright line rules." 

(36:51) SEC Enforcement in Private Markets *Mention of the Startup Litigation Digest.

(40:31) The Shift from Delaware to Nevada, Texas, and Impact of Delaware's SB21.

(48:08) Books that have greatly influenced his life:

  1. Against the Gods: The Remarkable Story of Risk, by Peter L. Bernstein (1996)
  2. A Random Walk Down Wall St, by Burton Malkiel (1973)
  3. The Sound and the Fury, by William Faulkner (1929)

(48:54) His mentors

(50:16) Quotes that he thinks of often or lives his life by.

(50:48) An unusual habit or an absurd thing that he loves.

(51:13) The living person he most admires.

Erik Gerding is a Capital Markets partner at Freshfields advising on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Erik Gerding (Freshfields): Governance, Regulation, and Risk in a Global Business Environment Erik Gerding, Evan Epstein 00:52:29 Erik Gerding is a partner at Freshfields. He advises clients on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance. Erik Gerding is a partner at Freshfields. He advises clients on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance. ai washing, texas, nevada, corporate finance, regulation, artificial intelligence, capital markets, fraud, delaware law, sb21, ai, spacs, sec enforcement priorities, sec, foreign private issuers, cybersecurity, ipo, crypto, freshfields false full 180 a803a231-1b53-4b0d-987f-16f21b21c56a Jack Lazar: A Silicon Valley Journey from Finance to the Boardroom (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview

(3:09) Jack's origin story

(4:11) The Accounting Foundation. His time at PriceWaterhouse (1987-1992)

(5:45) His Startup/Executive Journey. Electronics for Imaging => Apptitude => NetRatings => Atheros => Qualcomm

(12:15) Transitioning to Board Service. His start with Silicon Labs (2013)

(12:26) His time as CFO at GoPro (2014-2016)

(13:55) His focus on boards since 2016 (~10 public boards, ~15 overall since)

(14:41) Differences between public and private company board service.

(18:55) The Current IPO Landscape plus staying private for longer vs going public.

(24:45) Founder Dynamics in Governance and the Dual-Class Share Debate. "In general, I don't like dual-class shares (...) I blame the banks for this." His experience at Casper and ThredUp. "I don't believe in sunset provisions above 7 years. Frankly, I think 3 years is long enough"

(32:10) Navigating Shareholder Activism. His experience with Mellanox (sold to NVIDIA for $6.9B) and Box (won proxy fight).

(37:27) His support for Classified Boards

(40:27) AI and Semiconductor Future. His board position at NatCast, a non-profit entity designated to operate the National Semiconductor Technology Center (NSTC) by the Department of Commerce. Reference to his TEDx talk: "Why Technology is Not Silicon Valley's Real Innovation" (2016)

(48:40) Geopolitical Challenges in Tech

(53:04) The Importance of Risk Planning by the board (downside plans, "defcon processes", etc)

(54:54) Books that have greatly influenced his life:

  1. The Goal, by Eliyahu M. Goldratt (1984)
  2. Good to Great, by Jim Collins (2001) 

(55:49) His mentors:

  1. Chuck Robel, from Price Waterhouse
  2. Irwin Federman, the Chairman of Mellanox
  3. Bill Elmore, Founder Foundation Capital
  4. Andy Rappaport, August Capital

(57:39) Quotes that he thinks of often or lives his life by.

(59:12) An unusual habit or an absurd thing that he loves.

(01:00:41) The living person he most admires.

Jack Lazar has more than 30 years of Silicon Valley experience with a focus on finance and operations. He currently serves on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 7 Jul 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Jack Lazar, Evan Epstein) https://boardroom-governance.com/episodes/jack-lazar-ZoIF5R1e (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:16) Start of interview

(3:09) Jack's origin story

(4:11) The Accounting Foundation. His time at PriceWaterhouse (1987-1992)

(5:45) His Startup/Executive Journey. Electronics for Imaging => Apptitude => NetRatings => Atheros => Qualcomm

(12:15) Transitioning to Board Service. His start with Silicon Labs (2013)

(12:26) His time as CFO at GoPro (2014-2016)

(13:55) His focus on boards since 2016 (~10 public boards, ~15 overall since)

(14:41) Differences between public and private company board service.

(18:55) The Current IPO Landscape plus staying private for longer vs going public.

(24:45) Founder Dynamics in Governance and the Dual-Class Share Debate. "In general, I don't like dual-class shares (...) I blame the banks for this." His experience at Casper and ThredUp. "I don't believe in sunset provisions above 7 years. Frankly, I think 3 years is long enough"

(32:10) Navigating Shareholder Activism. His experience with Mellanox (sold to NVIDIA for $6.9B) and Box (won proxy fight).

(37:27) His support for Classified Boards

(40:27) AI and Semiconductor Future. His board position at NatCast, a non-profit entity designated to operate the National Semiconductor Technology Center (NSTC) by the Department of Commerce. Reference to his TEDx talk: "Why Technology is Not Silicon Valley's Real Innovation" (2016)

(48:40) Geopolitical Challenges in Tech

(53:04) The Importance of Risk Planning by the board (downside plans, "defcon processes", etc)

(54:54) Books that have greatly influenced his life:

  1. The Goal, by Eliyahu M. Goldratt (1984)
  2. Good to Great, by Jim Collins (2001) 

(55:49) His mentors:

  1. Chuck Robel, from Price Waterhouse
  2. Irwin Federman, the Chairman of Mellanox
  3. Bill Elmore, Founder Foundation Capital
  4. Andy Rappaport, August Capital

(57:39) Quotes that he thinks of often or lives his life by.

(59:12) An unusual habit or an absurd thing that he loves.

(01:00:41) The living person he most admires.

Jack Lazar has more than 30 years of Silicon Valley experience with a focus on finance and operations. He currently serves on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jack Lazar: A Silicon Valley Journey from Finance to the Boardroom Jack Lazar, Evan Epstein 01:02:24 Jack Lazar has more than 30 years of Silicon Valley experience with a focus on finance and operations. He has served in executive leadership roles at GoPro, Qualcomm, Atheros, NetRatings, Apptitude, and Electronics for Imaging. Jack is currently on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board. Jack Lazar has more than 30 years of Silicon Valley experience with a focus on finance and operations. He has served in executive leadership roles at GoPro, Qualcomm, Atheros, NetRatings, Apptitude, and Electronics for Imaging. Jack is currently on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board. semiconductors, shareholder activism, mellanox, artificial intelligence, venture capital, box, starboard value, ipos, ai, nvidia, boardroom dynamics, vc, founder control, sunset provisions, dual class shares, silicon valley false full 179 37d7ad35-16bd-46c4-910e-f6f6e41d5e17 Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation (0:00) Intro to this episode

(1:43) About the podcast sponsor: The American College of Governance Counsel.

(2:30) Start of interview

(3:09) Walker Newell's origin story

(6:38) Lenin Lopez' origin story

(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.

(14:00) The Importance of Corporate Governance

(14:38) On the Gallagher merger (WS was acquired for $1.2B)

(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)

(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA

(26:23) Delaware vs. Texas and Nevada

(29:00) Understanding Delaware's SB21. Books and records demands. D&O questionnaires.

(33:18) The current state of IPOs and SPACs (and impact of D&O insurance pricing)

(37:33) The trend of SPAC companies incorporated in the Cayman Islands. SEC revisiting Foreign Private Issuer eligibility.

(41:15) Trends in Securities Class Actions (~60% filed against tech or biotech companies).

(47:24) Litigation in Private Markets. *Reference to Startup Litigation Digest

(53:27) The hardships of life-science companies

(56:15) How the federal and status regulatory apparatus is evolving, particularly on AI.

(58:52) The evolving role (and burdens) of board members. Example: DOJ whistleblower rules

(1:01:21) What are the 1-3 books that have greatly influenced your life: 

  1. Lenin: The Life and Death of Ivan Ilych by Leo Tolstoy (1902)
  2. Walker:
    1. The Savage Detectives by Roberto Bolaño (1998)
    2. Maus: A Survivor's Tale by Art Spiegelman (1991)

(1:04:03) Who were their mentors, and what they learned from them.

(1:06:27) Quotes they think of often or live their life by.

  1. Lenin: "Al mal tiempo, buena cara"
  2. Walker: "Enjoy every sandwich"

(1:08:22) An unusual habit or an absurd thing that they love.

(1:09:50) The living person they most admire

  1. Lenin: Tony Hawk
  2. Walker: Rory McIlroy

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 30 Jun 2025 18:44:17 +0000 evan.epstein@pacificaglobal.com (Walker Newell, Lenin Lopez, Evan Epstein) https://boardroom-governance.com/episodes/newell-and-lopez-Pthf0CN4 (0:00) Intro to this episode

(1:43) About the podcast sponsor: The American College of Governance Counsel.

(2:30) Start of interview

(3:09) Walker Newell's origin story

(6:38) Lenin Lopez' origin story

(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.

(14:00) The Importance of Corporate Governance

(14:38) On the Gallagher merger (WS was acquired for $1.2B)

(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)

(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA

(26:23) Delaware vs. Texas and Nevada

(29:00) Understanding Delaware's SB21. Books and records demands. D&O questionnaires.

(33:18) The current state of IPOs and SPACs (and impact of D&O insurance pricing)

(37:33) The trend of SPAC companies incorporated in the Cayman Islands. SEC revisiting Foreign Private Issuer eligibility.

(41:15) Trends in Securities Class Actions (~60% filed against tech or biotech companies).

(47:24) Litigation in Private Markets. *Reference to Startup Litigation Digest

(53:27) The hardships of life-science companies

(56:15) How the federal and status regulatory apparatus is evolving, particularly on AI.

(58:52) The evolving role (and burdens) of board members. Example: DOJ whistleblower rules

(1:01:21) What are the 1-3 books that have greatly influenced your life: 

  1. Lenin: The Life and Death of Ivan Ilych by Leo Tolstoy (1902)
  2. Walker:
    1. The Savage Detectives by Roberto Bolaño (1998)
    2. Maus: A Survivor's Tale by Art Spiegelman (1991)

(1:04:03) Who were their mentors, and what they learned from them.

(1:06:27) Quotes they think of often or live their life by.

  1. Lenin: "Al mal tiempo, buena cara"
  2. Walker: "Enjoy every sandwich"

(1:08:22) An unusual habit or an absurd thing that they love.

(1:09:50) The living person they most admire

  1. Lenin: Tony Hawk
  2. Walker: Rory McIlroy

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation Walker Newell, Lenin Lopez, Evan Epstein 01:12:34 Walker Newell and Lenin Lopez are SVPs at Woodruff Sawyer, a national insurance brokerage and consulting firm specializing in management liability and corporate governance. We begin with an overview of Woodruff Sawyer and the importance of D&O insurance, then dive into key governance trends—such as the “Delaware Exit” or “DExit” phenomenon and the growing interest in alternative incorporation states like Texas and Nevada. We also discuss Delaware’s SB21, the IPO and SPAC environment, and emerging developments in securities class action litigation—not only in public companies but increasingly across the private markets as well. Walker Newell and Lenin Lopez are SVPs at Woodruff Sawyer, a national insurance brokerage and consulting firm specializing in management liability and corporate governance. We begin with an overview of Woodruff Sawyer and the importance of D&O insurance, then dive into key governance trends—such as the “Delaware Exit” or “DExit” phenomenon and the growing interest in alternative incorporation states like Texas and Nevada. We also discuss Delaware’s SB21, the IPO and SPAC environment, and emerging developments in securities class action litigation—not only in public companies but increasingly across the private markets as well. director & officer insurance, section 220 books and records demands, special purpose acquisition company, d&o insurance, corporate governance, texas, nevada, cayman islands, fiduciary duties, risk mitigation, indemnification, d&o questionnaires, section 220, dexit, sb21, delaware, spacs, arthur j. gallagher & co., securities class actions, woodruff sawyer, litigation, silicon valley false full 178 c5854cba-8f54-4853-9a57-d6541f8ddcf4 Celebrating 5 Years of the Boardroom Governance Podcast & Newsletter This episode marks the fifth anniversary of the Boardroom Governance Podcast and Newsletter.

In this solo edition, I reflect on:

  • The origin of the podcast and newsletter, both launched during the pandemic
  • Key lessons from over 175 episodes with leading voices in corporate governance
  • The Boardroom Governance Summit
  • My role leading the Center for Business Law at UC Law SF
  • The Startup Litigation Digest
  • The VC-Backed Board Academy (VCBA)
  • What’s next for the Boardroom Governance community

Mentioned in this episode:

If you’ve enjoyed the podcast over the years, please consider leaving a rating or review. Your feedback helps expand the conversation around boardroom governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Sun, 22 Jun 2025 16:12:47 +0000 evan.epstein@pacificaglobal.com (Evan Epstein) https://boardroom-governance.com/episodes/five-year-anniversary-YLTWZm55 This episode marks the fifth anniversary of the Boardroom Governance Podcast and Newsletter.

In this solo edition, I reflect on:

  • The origin of the podcast and newsletter, both launched during the pandemic
  • Key lessons from over 175 episodes with leading voices in corporate governance
  • The Boardroom Governance Summit
  • My role leading the Center for Business Law at UC Law SF
  • The Startup Litigation Digest
  • The VC-Backed Board Academy (VCBA)
  • What’s next for the Boardroom Governance community

Mentioned in this episode:

If you’ve enjoyed the podcast over the years, please consider leaving a rating or review. Your feedback helps expand the conversation around boardroom governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Celebrating 5 Years of the Boardroom Governance Podcast & Newsletter Evan Epstein 00:04:42 In this special short and solo episode, I reflect on five years of the Boardroom Governance Podcast and Newsletter. I revisit the very first edition launched during the pandemic, share lessons from more than 175 episodes, and mark another milestone from leading the Center for Business Law at UC Law SF and launching the VC-Backed Board Academy (VCBA). I also look ahead to what is next for the governance community, the Boardroom Governance Summit, and invite you to help shape its future. In this special short and solo episode, I reflect on five years of the Boardroom Governance Podcast and Newsletter. I revisit the very first edition launched during the pandemic, share lessons from more than 175 episodes, and mark another milestone from leading the Center for Business Law at UC Law SF and launching the VC-Backed Board Academy (VCBA). I also look ahead to what is next for the governance community, the Boardroom Governance Summit, and invite you to help shape its future. newsletter, startups, podcast, venture capital, uc law sf, vcba, vc, litigation, silicon valley false full 177 8bb7e39f-7636-4b44-b1ad-8f2dad7d51c1 Karen Hao: Author of Empire of AI on Why "Scale at All Costs" is Not Leading Us to a Good Place (0:00) Intro 

(1:49) About the podcast sponsor: The American College of Governance Counsel

(2:36) Introduction by Professor Anat Admati, Stanford Graduate School of Business. Read the event coverage from Stanford's CASI.

(4:14) Start of Interview

(4:45) What inspired Karen to write this book and how she got started with journalism.

(8:00) OpenAI's Nonprofit Origin Story

(8:45) Sam Altman and Elon Musk's Collaboration

(10:39) The Shift to For-Profit

(12:12) On the original split between Musk and Altman over control of OpenAI

(14:36) The Concept of AI Empires

(18:04) About concept of "benefit to humanity" and OpenAI's mission "to ensure that AGI benefits all of humanity"

(20:30) On Sam Altman's Ouster and OpenAI's Boardroom Drama (Nov 2023) "Doomers vs Boomers"

(26:05) Investor Dynamics Post-Ouster of Sam Altman

(28:21) Prominent Departures from OpenAI (ie Elon Musk, Dario Amodei, Ilya Sutskever, Mira Murati, etc)

(30:55) The Geopolitics of AI: U.S. vs. China

(32:37) The "What about China" Card used by US companies to ward off regulation.

(34:26) "Scaling at All Costs is not leading us in a good place"

(36:46) Karen's preference on ethical AI development "I really want there to be more participatory AI development. And I think about the full supply chain of AI development when I say that."

(39:53) Her biggest hope and fear for the future "the greatest threat of these AI empires is the erosion of democracy."

(43:34) The case of Chilean Community Activism and Empowerment

(47:20) Recreating human intelligence and the example of Joseph Weizenbaum, MIT (Computer Power and Human Reason, 1976)

(51:15) OpenAI's current AI research capabilities: "I think it's asymptotic because they have started tapping out of their scaling paradigm"

(53:26) The state (and importance of) open source development of AI. "We need things to be more open"

(55:08) The Bill Gates demo on chatGPT acing the AP Biology test.

(58:54) Funding academic AI research and the public policy question on the role of Government.

(1:01:11) Recommendations for Startups and Universities

Karen Hao is the author of Empire of AI (Penguin Press, May 2025) and an award-winning journalist covering the intersections of AI & society.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 12 Jun 2025 13:23:08 +0000 evan.epstein@pacificaglobal.com (Karen Hao, Evan Epstein) https://boardroom-governance.com/episodes/karen-hao-_72KyrMA (0:00) Intro 

(1:49) About the podcast sponsor: The American College of Governance Counsel

(2:36) Introduction by Professor Anat Admati, Stanford Graduate School of Business. Read the event coverage from Stanford's CASI.

(4:14) Start of Interview

(4:45) What inspired Karen to write this book and how she got started with journalism.

(8:00) OpenAI's Nonprofit Origin Story

(8:45) Sam Altman and Elon Musk's Collaboration

(10:39) The Shift to For-Profit

(12:12) On the original split between Musk and Altman over control of OpenAI

(14:36) The Concept of AI Empires

(18:04) About concept of "benefit to humanity" and OpenAI's mission "to ensure that AGI benefits all of humanity"

(20:30) On Sam Altman's Ouster and OpenAI's Boardroom Drama (Nov 2023) "Doomers vs Boomers"

(26:05) Investor Dynamics Post-Ouster of Sam Altman

(28:21) Prominent Departures from OpenAI (ie Elon Musk, Dario Amodei, Ilya Sutskever, Mira Murati, etc)

(30:55) The Geopolitics of AI: U.S. vs. China

(32:37) The "What about China" Card used by US companies to ward off regulation.

(34:26) "Scaling at All Costs is not leading us in a good place"

(36:46) Karen's preference on ethical AI development "I really want there to be more participatory AI development. And I think about the full supply chain of AI development when I say that."

(39:53) Her biggest hope and fear for the future "the greatest threat of these AI empires is the erosion of democracy."

(43:34) The case of Chilean Community Activism and Empowerment

(47:20) Recreating human intelligence and the example of Joseph Weizenbaum, MIT (Computer Power and Human Reason, 1976)

(51:15) OpenAI's current AI research capabilities: "I think it's asymptotic because they have started tapping out of their scaling paradigm"

(53:26) The state (and importance of) open source development of AI. "We need things to be more open"

(55:08) The Bill Gates demo on chatGPT acing the AP Biology test.

(58:54) Funding academic AI research and the public policy question on the role of Government.

(1:01:11) Recommendations for Startups and Universities

Karen Hao is the author of Empire of AI (Penguin Press, May 2025) and an award-winning journalist covering the intersections of AI & society.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Karen Hao: Author of Empire of AI on Why "Scale at All Costs" is Not Leading Us to a Good Place Karen Hao, Evan Epstein 01:05:17 This special episode was recorded live at the Stanford Graduate School of Business on May 29th, where I moderated a conversation with award-winning journalist and author Karen Hao. Her new book, Empire of AI, offers a gripping inside look at OpenAI and the global race for artificial intelligence supremacy. We discussed the origins and evolution of OpenAI, including its initial nonprofit structure, the influential roles played by Sam Altman and Elon Musk, and the dramatic shift toward a for-profit model. We explored critical governance and control issues, analyzed the controversial concept of AI Empires, and unpacked the boardroom drama surrounding leadership disputes and investor dynamics after Sam Altman’s ouster. Karen shared insights into ethical considerations in AI development, compared AI advancements between the U.S. and China, and discussed the urgent need for thoughtful regulation. Finally, we touched on the powerful roles of community activism and offered recommendations for startups navigating the complex landscape of AI governance. Thanks again to Professor Anat Admati, Tina Mondragon, and my student Celine Lee Vendler from Stanford's Corporations and Society Initiative (CASI) for the invitation, and for letting me post this recording on my podcast series. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com, and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This episode is sponsored by the American College of Governance Counsel. This special episode was recorded live at the Stanford Graduate School of Business on May 29th, where I moderated a conversation with award-winning journalist and author Karen Hao. Her new book, Empire of AI, offers a gripping inside look at OpenAI and the global race for artificial intelligence supremacy. We discussed the origins and evolution of OpenAI, including its initial nonprofit structure, the influential roles played by Sam Altman and Elon Musk, and the dramatic shift toward a for-profit model. We explored critical governance and control issues, analyzed the controversial concept of AI Empires, and unpacked the boardroom drama surrounding leadership disputes and investor dynamics after Sam Altman’s ouster. Karen shared insights into ethical considerations in AI development, compared AI advancements between the U.S. and China, and discussed the urgent need for thoughtful regulation. Finally, we touched on the powerful roles of community activism and offered recommendations for startups navigating the complex landscape of AI governance. Thanks again to Professor Anat Admati, Tina Mondragon, and my student Celine Lee Vendler from Stanford's Corporations and Society Initiative (CASI) for the invitation, and for letting me post this recording on my podcast series. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com, and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This episode is sponsored by the American College of Governance Counsel. bill gates, microsoft, public benefit corporations, ilya sutskever, stakeholders, pbc, ai research, elon musk, community activism, stanford graduate school of business, ai governance, democracy, openai, open source, ap biology, accountability, ai, stanford casi, ai regulation, shareholder primacy, ouster, stanford corporations and society initiative, ethical ai development, mira murati, gsb, board governance, anat admati, dario amodei, sam altman, silicon valley false full 176 1e42a230-1678-49ee-8e8d-f8e8db92800c Michal Lev-Ram: On the Intersecting Worlds of Tech, Culture, and Politics in Silicon Valley (0:00) Intro

(1:09) About the podcast sponsor: The American College of Governance Counsel

(1:56) Start of interview

(2:39) Michal's origin story

(5:05) Her start in journalism in Silicon Valley with Business 2.0. magazine and later at Fortune Magazine.

(7:45) Her project Operation Firewall (audible original podcast involving cybersecurity)

(11:40) The current state of tech, particularly AI, in Silicon Valley. "I tend to be cautiously optimistic"

(14:59) On Mira Murati's Thinking Machine Labs founder control. *Michal's profile of Murati in Fortune (2023)

(16:00) On AI companies' fiduciary duties "to humanity"

(18:05) "For me, the jury is still out for OpenAI" *my reference to the episode with Tyler Shultz (E142)

(21:27) Her take on Riyadh, based on a recent MPW Summit that they hosted for Fortune in Saudi Arabia. *Saudi 2030 Vision

(29:10) On the her new podcast: What's Your Number? looking at the Israeli economy, but through a global lens.

(33:38) On the politicization of the boardroom (and pushback to ESG and DEI).

(38:05) Her profile of Bob Lee in Esquire "Sex, Drugs, and Murder in Tech Land" (Feb 2025)

(42:33) The changing narrative of technology. "I think that creativity is missing"

(44:03) Books that have greatly influenced her life:

  1. Hiroshima by John Hersey (1946)
  2. Old Testament

(45:17) Her mentors:

  1. Adam Lushinsky 
  2. Stephanie Mehta

(46:23) Quotes that she thinks of often or lives her life by: "Your happiness in life is directly proportional to the number of tough conversations you're willing to have." 

(47:35) An unusual habit or an absurd thing that she loves.

(48:46) The living person she most admires.

Michal Lev-Ram is a Silicon Valley-based journalist who writes about the intersecting (and sometimes colliding) worlds of tech, culture, and politics.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 4 Jun 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Michal Lev-Ram, Evan Epstein) https://boardroom-governance.com/episodes/michal-lev-ram-8_2YnlMD (0:00) Intro

(1:09) About the podcast sponsor: The American College of Governance Counsel

(1:56) Start of interview

(2:39) Michal's origin story

(5:05) Her start in journalism in Silicon Valley with Business 2.0. magazine and later at Fortune Magazine.

(7:45) Her project Operation Firewall (audible original podcast involving cybersecurity)

(11:40) The current state of tech, particularly AI, in Silicon Valley. "I tend to be cautiously optimistic"

(14:59) On Mira Murati's Thinking Machine Labs founder control. *Michal's profile of Murati in Fortune (2023)

(16:00) On AI companies' fiduciary duties "to humanity"

(18:05) "For me, the jury is still out for OpenAI" *my reference to the episode with Tyler Shultz (E142)

(21:27) Her take on Riyadh, based on a recent MPW Summit that they hosted for Fortune in Saudi Arabia. *Saudi 2030 Vision

(29:10) On the her new podcast: What's Your Number? looking at the Israeli economy, but through a global lens.

(33:38) On the politicization of the boardroom (and pushback to ESG and DEI).

(38:05) Her profile of Bob Lee in Esquire "Sex, Drugs, and Murder in Tech Land" (Feb 2025)

(42:33) The changing narrative of technology. "I think that creativity is missing"

(44:03) Books that have greatly influenced her life:

  1. Hiroshima by John Hersey (1946)
  2. Old Testament

(45:17) Her mentors:

  1. Adam Lushinsky 
  2. Stephanie Mehta

(46:23) Quotes that she thinks of often or lives her life by: "Your happiness in life is directly proportional to the number of tough conversations you're willing to have." 

(47:35) An unusual habit or an absurd thing that she loves.

(48:46) The living person she most admires.

Michal Lev-Ram is a Silicon Valley-based journalist who writes about the intersecting (and sometimes colliding) worlds of tech, culture, and politics.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Michal Lev-Ram: On the Intersecting Worlds of Tech, Culture, and Politics in Silicon Valley Michal Lev-Ram, Evan Epstein 00:50:10 Michal Lev-Ram is a veteran journalist with deep ties to Silicon Valley. She shares her perspective on the current tech landscape in the midst of the AI boom. We also explore geopolitics, particularly developments in the Middle East, and the growing politicization of corporate America. Michal and I also discuss the tragic murder of Bob Lee, which she covered in depth in an article for Esquire, and reflect on the balance between creativity and accountability in today’s fast-changing tech environment. If you enjoy this conversation, please consider subscribing, leaving a review, or sharing the podcast. You can also support the show by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com.This episode is sponsored by the American College of Governance Counsel. Michal Lev-Ram is a veteran journalist with deep ties to Silicon Valley. She shares her perspective on the current tech landscape in the midst of the AI boom. We also explore geopolitics, particularly developments in the Middle East, and the growing politicization of corporate America. Michal and I also discuss the tragic murder of Bob Lee, which she covered in depth in an article for Esquire, and reflect on the balance between creativity and accountability in today’s fast-changing tech environment. If you enjoy this conversation, please consider subscribing, leaving a review, or sharing the podcast. You can also support the show by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com.This episode is sponsored by the American College of Governance Counsel. bob lee, operation firewall, startups, openai, riyadh, san francisco, ai, saudi arabia, tech industry, dei, cybersecurity, mira murati, geopolitics, esg, israel, sam altman, silicon valley false full 175 2300cc79-ca30-4874-879f-4d2b01d0ab78 Alex Edmans: How Board Members Can Challenge Bias and Think More Critically (0:00) Intro

(1:37) About the podcast sponsor: The American College of Governance Counsel

(2:24) Start of interview

(3:10) Alex's origin story

(5:56) His advisory boards and other board positions. On the importance of the academic practitioner nexus.

(7:02) About his book May Contain Lies (2024)

(10:07) About confirmation bias, relevant to corporate directors.

(11:48) About black and white thinking (binary thinking).

(14:44) Dissent in the boardroom. How in the UK directors don't have "skin the game" (no equity compensation).

(21:59) On his "ladder of misinference": helps understand how misinformation can be perpetuated by misinterpreting the steps in a logical argument. The four key stages are: a statement is not fact, a fact is not data, data is not evidence, and evidence is not proof.

(27:27) On his book "Grow the Pie" and the shareholder and stakeholder debate.

(30:13) On the pushback against ESG in the US ("pushback is better than backlash"). His paper The End of ESG (2023)

(32:53) On the use and misuse of board diversity data. His paper: (Diversity) Equity and Inclusion (2023)

(40:34) On AI and the boardroom

(44:15) On Public Benefit Corporations (PBCs). 

(49:23) The value of scientific research for boards

(50:27) Books that has greatly influenced his life:

  1. The 7 Habits of Highly Effective People by Stephen Covey (1989)
  2. The Little Prince by Antoine to Saint-Exupéry (1943)
  3. The Alchemist by Paulo Coelho (1988)

(53:12) His mentors:

  1. His dad
  2. William Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley)
  3. Learning from every situation

(54:25) Quotes that he thinks of often or lives his life by: "You can do everything you want to and be everything you want to be but not all at once" (Laurie Hodrick). "You don't know how many times you'll get to play in your life so if you do get the chance you've got to rock it big time" (Tony Mortimer, East 17)

(56:53) An unusual habit or an absurd thing that he loves: exercising daily.

(59:06) The living person he most admires: Stuart Pearce.

Alex Edmans is a Professor at London Business School, Fellow of the British Academy; and Fellow of the Academy of Social Sciences.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 21 May 2025 13:41:12 +0000 evan.epstein@pacificaglobal.com (Alex Edmans, Evan Epstein) https://boardroom-governance.com/episodes/alex-edmans-8YJUQ7m5 (0:00) Intro

(1:37) About the podcast sponsor: The American College of Governance Counsel

(2:24) Start of interview

(3:10) Alex's origin story

(5:56) His advisory boards and other board positions. On the importance of the academic practitioner nexus.

(7:02) About his book May Contain Lies (2024)

(10:07) About confirmation bias, relevant to corporate directors.

(11:48) About black and white thinking (binary thinking).

(14:44) Dissent in the boardroom. How in the UK directors don't have "skin the game" (no equity compensation).

(21:59) On his "ladder of misinference": helps understand how misinformation can be perpetuated by misinterpreting the steps in a logical argument. The four key stages are: a statement is not fact, a fact is not data, data is not evidence, and evidence is not proof.

(27:27) On his book "Grow the Pie" and the shareholder and stakeholder debate.

(30:13) On the pushback against ESG in the US ("pushback is better than backlash"). His paper The End of ESG (2023)

(32:53) On the use and misuse of board diversity data. His paper: (Diversity) Equity and Inclusion (2023)

(40:34) On AI and the boardroom

(44:15) On Public Benefit Corporations (PBCs). 

(49:23) The value of scientific research for boards

(50:27) Books that has greatly influenced his life:

  1. The 7 Habits of Highly Effective People by Stephen Covey (1989)
  2. The Little Prince by Antoine to Saint-Exupéry (1943)
  3. The Alchemist by Paulo Coelho (1988)

(53:12) His mentors:

  1. His dad
  2. William Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley)
  3. Learning from every situation

(54:25) Quotes that he thinks of often or lives his life by: "You can do everything you want to and be everything you want to be but not all at once" (Laurie Hodrick). "You don't know how many times you'll get to play in your life so if you do get the chance you've got to rock it big time" (Tony Mortimer, East 17)

(56:53) An unusual habit or an absurd thing that he loves: exercising daily.

(59:06) The living person he most admires: Stuart Pearce.

Alex Edmans is a Professor at London Business School, Fellow of the British Academy; and Fellow of the Academy of Social Sciences.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Alex Edmans: How Board Members Can Challenge Bias and Think More Critically Alex Edmans, Evan Epstein 01:00:48 Alex Edmans, Professor of Finance at London Business School, is one of the leading voices in corporate finance and responsible business. He’s the author of May Contain Lies and Grow the Pie, and has written extensively on purpose, performance, and the evolving role of business in society. He also advises policymakers, boards, and asset managers around the world. In this episode, we discuss the importance of directors critically evaluating the data and narratives presented to them. Alex explores common cognitive traps—such as confirmation bias and black-and-white thinking—and underscores the value of diverse perspectives and a culture of constructive dissent in boardrooms. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Alex Edmans, Professor of Finance at London Business School, is one of the leading voices in corporate finance and responsible business. He’s the author of May Contain Lies and Grow the Pie, and has written extensively on purpose, performance, and the evolving role of business in society. He also advises policymakers, boards, and asset managers around the world. In this episode, we discuss the importance of directors critically evaluating the data and narratives presented to them. Alex explores common cognitive traps—such as confirmation bias and black-and-white thinking—and underscores the value of diverse perspectives and a culture of constructive dissent in boardrooms. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. ai in governance, dissent, corporate decision-making, public benefit corporations, stakeholder capitalism, corporate governance, information bias, advisory roles, leadership, grow the pie, may contain lies, lbs, dei, london business school, finance, alex edmans, esg, boardroom diversity false full 174 3ba13219-25cf-4f63-bdc2-81fbedd40888 Rick Horvath (Dechert): What Corporate Directors Need to Know About Delaware's SB 21 (0:00) Intro

(1:14) About the podcast sponsor: The American College of Governance Counsel

(2:01) Start of interview

(4:38) His professional background starting with Skadden in Delaware.

(5:08) About his corporate governance practice at Dechert LLP

(8:10) How Delaware Came to Dominate U.S. Incorporations

(13:14) What prompted the pushback against Delaware

(15:12) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)

(18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.

(22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144)

(24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)

(26:06) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."

(30:45) Changes to Section 220 Shareholder Inspection Rights by SB21.

(34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"

(37:00) Competing States: Nevada and Texas 

(40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.

(44:50) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)

(45:47) His mentors:

  1. Mark Thierfelder (Co-Chair, Dechert) 
  2. Eric Waxman (Ares Management) 
  3. Tom Allingham (former partner at Skadden)

(46:58) Quotes that he thinks of often or lives his life by.

(47:52) An unusual habit or an absurd thing that he loves. 

(49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III.

Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 12 May 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Rick Horvath, Evan Epstein) https://boardroom-governance.com/episodes/rick-horvath-iJm3_QNN (0:00) Intro

(1:14) About the podcast sponsor: The American College of Governance Counsel

(2:01) Start of interview

(4:38) His professional background starting with Skadden in Delaware.

(5:08) About his corporate governance practice at Dechert LLP

(8:10) How Delaware Came to Dominate U.S. Incorporations

(13:14) What prompted the pushback against Delaware

(15:12) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)

(18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.

(22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144)

(24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)

(26:06) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."

(30:45) Changes to Section 220 Shareholder Inspection Rights by SB21.

(34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"

(37:00) Competing States: Nevada and Texas 

(40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.

(44:50) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)

(45:47) His mentors:

  1. Mark Thierfelder (Co-Chair, Dechert) 
  2. Eric Waxman (Ares Management) 
  3. Tom Allingham (former partner at Skadden)

(46:58) Quotes that he thinks of often or lives his life by.

(47:52) An unusual habit or an absurd thing that he loves. 

(49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III.

Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Rick Horvath (Dechert): What Corporate Directors Need to Know About Delaware's SB 21 Rick Horvath, Evan Epstein 00:50:39 Rick Horvath is a partner at Dechert LLP based in San Francisco. He focuses his practice on corporate governance matters. We explore recent developments in Delaware law, with particular attention to SB21, which introduces significant changes related to controlling shareholder transactions and stockholder information rights. Rick provides historical context, explains the evolving landscape of corporate governance, and offers insights into how the legislation may impact directors, shareholders, and future governance practices. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Rick Horvath is a partner at Dechert LLP based in San Francisco. He focuses his practice on corporate governance matters. We explore recent developments in Delaware law, with particular attention to SB21, which introduces significant changes related to controlling shareholder transactions and stockholder information rights. Rick provides historical context, explains the evolving landscape of corporate governance, and offers insights into how the legislation may impact directors, shareholders, and future governance practices. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. dechert, elon musk, books and records, oversight duties, corporate law, delaware law, sb21, dgcl, delaware, tornetta v musk, controlling shareholders, caremark claims false full 173 f2bd1c5a-f857-4225-8959-7b21b63da2c7 Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:17) Start of interview

(3:01) Roy's origin story. 

(6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025)

(9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill.

(12:45) Extraterritorial Reach of the CS3D

(14:20) What US board must do to comply with CS3D

(16:32) Oversight Duties Under U.S. Law ("Caremark Duties")

(23:10) Linking Caremark Duties with CS3D

(26:00) Sanctions for Non-Compliance with CS3D

(29:47) Compliance and Enforcement Mechanisms

(33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21

(34:26) Changes to Section 144 (controlling shareholder transactions) 

(37:15) Changes to Section 220, Shareholder Inspection Rights

(41:33) Changes to independent director analysis by Delaware's SB21

(45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now."

(46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here.

(48:27) Books that have greatly influenced his life. 

(49:10) His mentors.

  1. Professor Mark Roe (Harvard Law School)
  2. Professor Luigi Zingales (Chicago Business School)

(49:50) Quotes that he thinks of often or lives his life by: "Control what you can control."

(50:27) An unusual habit or an absurd thing that he loves. 

Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 28 Apr 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Roy Shapira, Evan Epstein) https://boardroom-governance.com/episodes/roy-shapira-LFLpDx2o (0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:17) Start of interview

(3:01) Roy's origin story. 

(6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025)

(9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill.

(12:45) Extraterritorial Reach of the CS3D

(14:20) What US board must do to comply with CS3D

(16:32) Oversight Duties Under U.S. Law ("Caremark Duties")

(23:10) Linking Caremark Duties with CS3D

(26:00) Sanctions for Non-Compliance with CS3D

(29:47) Compliance and Enforcement Mechanisms

(33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21

(34:26) Changes to Section 144 (controlling shareholder transactions) 

(37:15) Changes to Section 220, Shareholder Inspection Rights

(41:33) Changes to independent director analysis by Delaware's SB21

(45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now."

(46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here.

(48:27) Books that have greatly influenced his life. 

(49:10) His mentors.

  1. Professor Mark Roe (Harvard Law School)
  2. Professor Luigi Zingales (Chicago Business School)

(49:50) Quotes that he thinks of often or lives his life by: "Control what you can control."

(50:27) An unusual habit or an absurd thing that he loves. 

Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties Roy Shapira, Evan Epstein 00:52:45 Roy Shapira is a Professor of Law at Reichman University in Israel focused on reputation, regulation, and corporate governance. We explore his recent paper on the European Union's Corporate Sustainability Due Diligence Directive (CS3D) and its implications for U.S. corporate directors, particularly in relation to human rights and environmental obligations. Roy highlights the contrasts between the proactive regulatory environment in Europe and the growing opposition to ESG in the U.S., addressing the legal risks and potential oversight liabilities American directors may face under these new standards. We also examine the impact of recent amendments in Delaware law on inspection rights and the ensuing accountability for directors, alongside geopolitical factors shaping governance strategies. The episode concludes with insights on trends in board composition and the complexities of navigating corporate culture in today's complex environment. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Roy Shapira is a Professor of Law at Reichman University in Israel focused on reputation, regulation, and corporate governance. We explore his recent paper on the European Union's Corporate Sustainability Due Diligence Directive (CS3D) and its implications for U.S. corporate directors, particularly in relation to human rights and environmental obligations. Roy highlights the contrasts between the proactive regulatory environment in Europe and the growing opposition to ESG in the U.S., addressing the legal risks and potential oversight liabilities American directors may face under these new standards. We also examine the impact of recent amendments in Delaware law on inspection rights and the ensuing accountability for directors, alongside geopolitical factors shaping governance strategies. The episode concludes with insights on trends in board composition and the complexities of navigating corporate culture in today's complex environment. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. corporate governance, fiduciary duties, board composition, extraterritorial, regulatory environment, inspection rights, delaware law, corporate sustainability due diligence directive, environmental obligations, section 220, eu, human rights, duty of oversight, section 144, roy shapira, sb-21, reichman university, cs3d, geopolitics, books and records demands, esg, compliance, israel false full 172 d73bfd38-f090-4039-930e-aed442937614 Robin Feldman: On the Evolution and Regulation of AI (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Robin's origin story

(3:55) About the AI Law and Innovation Institute.

(5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need a red team of skeptics.

(9:58) Boards and AI Ethics. Robin's Rules of Order for AI. Rule #1: Distinguish Real-time Dangers from Distant Dangers

(15:21) Antitrust Concerns in AI

(18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective."

(23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means."

(26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country."

(29:03) AI in the Financial Industry

(33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them."

(35:43) Her new book "AI vs IP. Rewriting Creativity" (coming out July 2025).

(37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach."

(38:26) Books that have greatly influenced her life:

  1. Rashi's Commentary on the Bible
  2. Talmud

(39:06) Her mentors.

  1. Professor Robert Weisberg
  2. Professor Gerald Gunther

(41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime."

(42:34) An unusual habit or an absurd thing that she loves. 

Robin Feldman is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 21 Apr 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Robin Feldman, Evan Epstein) https://boardroom-governance.com/episodes/robin-feldman-WCkz2uzX (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Robin's origin story

(3:55) About the AI Law and Innovation Institute.

(5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need a red team of skeptics.

(9:58) Boards and AI Ethics. Robin's Rules of Order for AI. Rule #1: Distinguish Real-time Dangers from Distant Dangers

(15:21) Antitrust Concerns in AI

(18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective."

(23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means."

(26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country."

(29:03) AI in the Financial Industry

(33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them."

(35:43) Her new book "AI vs IP. Rewriting Creativity" (coming out July 2025).

(37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach."

(38:26) Books that have greatly influenced her life:

  1. Rashi's Commentary on the Bible
  2. Talmud

(39:06) Her mentors.

  1. Professor Robert Weisberg
  2. Professor Gerald Gunther

(41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime."

(42:34) An unusual habit or an absurd thing that she loves. 

Robin Feldman is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Robin Feldman: On the Evolution and Regulation of AI Robin Feldman, Evan Epstein 00:43:48 Robin Feldman is a Professor of Law at UC Law San Francisco, where she also serves as Director of the Center for Innovation and founding Director of the newly launched AI Law and Innovation Institute. She is a nationally recognized expert on law and technology, with influential scholarship spanning patents, pharmaceuticals, antitrust, and AI. We discuss the intersection of corporate governance and AI, including the ethical challenges facing boards, how to build trust in AI systems, and the broader implications of AI for society. Robin shares her insights into antitrust concerns arising from AI platforms, the geopolitical race for AI dominance, and how regulatory frameworks—both in the U.S. and globally—are beginning to take shape. We also touch on California’s emerging leadership in AI regulation, the use of AI in financial markets, and what board members need to understand as they navigate this complex and fast-evolving space. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Robin Feldman is a Professor of Law at UC Law San Francisco, where she also serves as Director of the Center for Innovation and founding Director of the newly launched AI Law and Innovation Institute. She is a nationally recognized expert on law and technology, with influential scholarship spanning patents, pharmaceuticals, antitrust, and AI. We discuss the intersection of corporate governance and AI, including the ethical challenges facing boards, how to build trust in AI systems, and the broader implications of AI for society. Robin shares her insights into antitrust concerns arising from AI platforms, the geopolitical race for AI dominance, and how regulatory frameworks—both in the U.S. and globally—are beginning to take shape. We also touch on California’s emerging leadership in AI regulation, the use of AI in financial markets, and what board members need to understand as they navigate this complex and fast-evolving space. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. ethics, national security, center for innovation, corporate governance, books, ai governance, regulation, artificial intelligence, california, china, robin feldman, antitrust, ai, ai policy, ai vs ip, ai law institute, future trends, geopolitics, financial industry, silicon valley false full 171 d14772c4-25df-4dea-947b-cc873ace32d6 Amy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy (0:00) Intro

(1:13) About the podcast sponsor: The American College of Governance Counsel

(2:00) Start of interview

(2:45) Amy's origin story

(3:25) Her start in corporate governance

(5:02) About the implosion of Arthur Andersen (she worked there from 1993 to 2002) 

(7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance

(11:50) AI governance and board approaches to new technologies.

(13:53) Technology savviness or literacy of directors. 

(15:32) Where does technology and AI fit in the board (full board v. committees) 

(17:53) Climate disclosures and evolution of ESG "ESG is considered a four-letter word at this point"

(21:26) Evolving geopolitical landscape and challenges to globalization.

(24:25) CEO Succession Challenges

(26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE)

(33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets.

(38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations.

(42:08) Evolving Board Structures

(44:07) Books that have greatly influenced her life:

  1. The Notebook by Nicholas Sparks (1996)

(45:31) Her mentors.

(47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want."

(48:19) An unusual habit or an absurd thing that she loves. 

(48:54) The living person she most admires.

(49:50) BDO USA governance podcast

Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 10 Apr 2025 13:00:00 +0000 evan.epstein@pacificaglobal.com (Amy Rojik, Evan Epstein) https://boardroom-governance.com/episodes/amy-rojik-xRT49P8H (0:00) Intro

(1:13) About the podcast sponsor: The American College of Governance Counsel

(2:00) Start of interview

(2:45) Amy's origin story

(3:25) Her start in corporate governance

(5:02) About the implosion of Arthur Andersen (she worked there from 1993 to 2002) 

(7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance

(11:50) AI governance and board approaches to new technologies.

(13:53) Technology savviness or literacy of directors. 

(15:32) Where does technology and AI fit in the board (full board v. committees) 

(17:53) Climate disclosures and evolution of ESG "ESG is considered a four-letter word at this point"

(21:26) Evolving geopolitical landscape and challenges to globalization.

(24:25) CEO Succession Challenges

(26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE)

(33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets.

(38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations.

(42:08) Evolving Board Structures

(44:07) Books that have greatly influenced her life:

  1. The Notebook by Nicholas Sparks (1996)

(45:31) Her mentors.

(47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want."

(48:19) An unusual habit or an absurd thing that she loves. 

(48:54) The living person she most admires.

(49:50) BDO USA governance podcast

Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Amy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy Amy Rojik, Evan Epstein 00:52:08 Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance. We discuss current trends in governance, including how boards are adapting to a more dynamic risk environment, the increased polarization over ESG, and other stakeholder matters. We also explore some of the most pressing challenges in CEO succession and compensation, as well as the role of shareholder activism and engagement in shaping board agendas. Looking ahead, Amy shares her thoughts on future governance challenges and the ongoing evolution of board structures to meet them. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Amy Rojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance. We discuss current trends in governance, including how boards are adapting to a more dynamic risk environment, the increased polarization over ESG, and other stakeholder matters. We also explore some of the most pressing challenges in CEO succession and compensation, as well as the role of shareholder activism and engagement in shaping board agendas. Looking ahead, Amy shares her thoughts on future governance challenges and the ongoing evolution of board structures to meet them. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. arthur andersen, erm, corporate governance, ceo compensation, bdo, artificial intelligence, ai, ceo succession, climate disclosures, blackrock, sec, bdo center for corporate governance, cybersecurity, bdo usa, shareholder proposals, esg, board evaluations false full 170 982138f6-a263-4d3e-add5-b568c40a52fe Emily Melton: Mechanics of Venture Investing, the Age of AI, and Implications for Boards (0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:45) Emily's origin story

(8:27) Her start in venture capital through DFJ with Tim Draper in 2000.

(11:56) About the history and evolution of VC

(13:42) Investing thesis (founding principle) at her firm Threshold Ventures.

(19:21) The venture mechanics of Threshold Ventures. "One of our SLAs is we'd like to be the founder's first call."

(21:30) On navigating boardroom dynamics in venture-backed boards. "Building trust is critical" 

(26:20) On dealing with conflicts of interests at the board level in the VC context. "Decisions with an investors' hat vs board member hat"

(31:35) Mention of the VC-Backed Board Academy in SF on May 14, 2025, and NYC on Oct 28, 2025.

(32:31) The role of independent directors in VC-backed companies. "I love bringing in independent directors early."

(38:09) On board observers. "I always try to think about [board roles] in a two-year cycle"

(42:44) The state of diversity in VC. Discussion about All Raise (founded in 2018).

(48:12) Navigating the AI Landscape "it's a different world"

(55:10) Books that have greatly influenced her life:

  1. The Soul in the Game by Vitaliy Katsenelson (2022)

(55:43) Her mentors: Heidi Roizen (E6, E108 and E116)

(57:07) Quotes that she thinks of often or lives her life by. "Happiness = Reality - Expectation"

(57:56) An unusual habit or an absurd thing that she loves. 

(58:31) The living person she most admires.

Emily Melton is a co-founder of Threshold Ventures. She is looking for entrepreneurs who are genuinely excited about being agents of change and have an almost irrational drive to make things better.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 31 Mar 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Emily Melton, Evan Epstein) https://boardroom-governance.com/episodes/emily-melton-UEC5WYpp (0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:45) Emily's origin story

(8:27) Her start in venture capital through DFJ with Tim Draper in 2000.

(11:56) About the history and evolution of VC

(13:42) Investing thesis (founding principle) at her firm Threshold Ventures.

(19:21) The venture mechanics of Threshold Ventures. "One of our SLAs is we'd like to be the founder's first call."

(21:30) On navigating boardroom dynamics in venture-backed boards. "Building trust is critical" 

(26:20) On dealing with conflicts of interests at the board level in the VC context. "Decisions with an investors' hat vs board member hat"

(31:35) Mention of the VC-Backed Board Academy in SF on May 14, 2025, and NYC on Oct 28, 2025.

(32:31) The role of independent directors in VC-backed companies. "I love bringing in independent directors early."

(38:09) On board observers. "I always try to think about [board roles] in a two-year cycle"

(42:44) The state of diversity in VC. Discussion about All Raise (founded in 2018).

(48:12) Navigating the AI Landscape "it's a different world"

(55:10) Books that have greatly influenced her life:

  1. The Soul in the Game by Vitaliy Katsenelson (2022)

(55:43) Her mentors: Heidi Roizen (E6, E108 and E116)

(57:07) Quotes that she thinks of often or lives her life by. "Happiness = Reality - Expectation"

(57:56) An unusual habit or an absurd thing that she loves. 

(58:31) The living person she most admires.

Emily Melton is a co-founder of Threshold Ventures. She is looking for entrepreneurs who are genuinely excited about being agents of change and have an almost irrational drive to make things better.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Emily Melton: Mechanics of Venture Investing, the Age of AI, and Implications for Boards Emily Melton, Evan Epstein 01:00:23 Emily Melton is a co-founder and Managing Partner at Threshold Ventures, a Silicon Valley-based venture capital firm. We discuss her personal and professional journey through venture capital, from her early experiences to the founding of Threshold Ventures. Emily shares insights on the evolution of the venture industry and the mechanics behind successful venture investing. We also dive deep into the dynamics of VC-backed boards, exploring the strategic and oversight roles of investors, founders, and the crucial role of independent directors. We also address the question of diversity within the VC governance landscape. Finally, Emily offers her perspective on navigating the rapidly evolving AI landscape, highlighting both opportunities and governance challenges for boards and management teams alike. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Emily Melton is a co-founder and Managing Partner at Threshold Ventures, a Silicon Valley-based venture capital firm. We discuss her personal and professional journey through venture capital, from her early experiences to the founding of Threshold Ventures. Emily shares insights on the evolution of the venture industry and the mechanics behind successful venture investing. We also dive deep into the dynamics of VC-backed boards, exploring the strategic and oversight roles of investors, founders, and the crucial role of independent directors. We also address the question of diversity within the VC governance landscape. Finally, Emily offers her perspective on navigating the rapidly evolving AI landscape, highlighting both opportunities and governance challenges for boards and management teams alike. If you enjoy this episode, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. healthcare, mentorship, diversity, fiduciary duties, board observers, threshold ventures, stanford, board dynamics, china, venture capital, dfj, trust, ai, startup governance, vc, emily melton, geopolitics, independent directors, silicon valley false full 169 a8102f70-0d57-43d8-a3eb-7e218d0409d8 Joe Hurd: Governance in Times of VUCA (Volatility, Uncertainty, Complexity, and Ambiguity) (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Joe's origin story

(4:07) His early career starting in London, with law firm Linklaters. 

(6:43) His move to Friendster in Silicon Valley.

(8:00) His time at Videoegg.

(9:24) His time at the International Trade Administration in the Obama Administration.

(11:30) His return to private practice with Gannett and Facebook's emerging products.

(13:10) His operating role at SOSV, a global venture capital firm (2019-present)

(15:10) How he got started with his board service. First board experience: a UK public company called GoCompare.

(16:50) Difference between a "good" and a "great" director. 

(18:34) Distinguishing the concept of overboarding between public and private VC-backed companies. Reference to VCBA (5/14/25)

(21:06) Some differences between U.S. and U.K. governance practices.

(24:57) On the increasing politicization of corporate governance, including ESG and DEI (plus boardroom diversity). "Let's bend it, not end it."

(27:47) The origin story of the bio books that he compiles.

(31:07) On the impact of AI in the boardroom. Boards need to 1) move faster on AI, and 2) focus on the transformation, not only the tech.

(35:50) On navigating in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity). "Act proactively, not reactively"

(38:18) Challenges for boards in next 5-10 years: 1) time management and 2) increasing focus on director skill sets.

(35:50) On navigating the regulatory landscape in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity).

(41:27) On board evaluations.

(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.

(49:15) The UK's approach for boards to engage with employees: workers' council, board representation, or DNEDs.

(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.

(51:50) Books that have greatly influenced his life:

  1. How to Win Friends and Influence People by Dale Carnegie (1936)
  2. Range, by David Epstein (2019)

(52:38) His mentors: Barry Williams (E153)

(54:13) Quotes that he thinks of often or lives his life by. "Be kind, for everyone you meet is fighting a hard battle" and "I never lose, I either win or learn."

(56:27) An unusual habit or an absurd thing that he loves. 

(57:10) The living person he most admires.

Joe Hurd is a purpose-driven public company board director and strategic advisor who focuses on digital transformation, international expansion and stakeholder engagement.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Mar 2025 12:30:00 +0000 evan.epstein@pacificaglobal.com (Joe Hurd, Evan Epstein) https://boardroom-governance.com/episodes/joe-hurd-DzmUcuXj (0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Joe's origin story

(4:07) His early career starting in London, with law firm Linklaters. 

(6:43) His move to Friendster in Silicon Valley.

(8:00) His time at Videoegg.

(9:24) His time at the International Trade Administration in the Obama Administration.

(11:30) His return to private practice with Gannett and Facebook's emerging products.

(13:10) His operating role at SOSV, a global venture capital firm (2019-present)

(15:10) How he got started with his board service. First board experience: a UK public company called GoCompare.

(16:50) Difference between a "good" and a "great" director. 

(18:34) Distinguishing the concept of overboarding between public and private VC-backed companies. Reference to VCBA (5/14/25)

(21:06) Some differences between U.S. and U.K. governance practices.

(24:57) On the increasing politicization of corporate governance, including ESG and DEI (plus boardroom diversity). "Let's bend it, not end it."

(27:47) The origin story of the bio books that he compiles.

(31:07) On the impact of AI in the boardroom. Boards need to 1) move faster on AI, and 2) focus on the transformation, not only the tech.

(35:50) On navigating in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity). "Act proactively, not reactively"

(38:18) Challenges for boards in next 5-10 years: 1) time management and 2) increasing focus on director skill sets.

(35:50) On navigating the regulatory landscape in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity).

(41:27) On board evaluations.

(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.

(49:15) The UK's approach for boards to engage with employees: workers' council, board representation, or DNEDs.

(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.

(51:50) Books that have greatly influenced his life:

  1. How to Win Friends and Influence People by Dale Carnegie (1936)
  2. Range, by David Epstein (2019)

(52:38) His mentors: Barry Williams (E153)

(54:13) Quotes that he thinks of often or lives his life by. "Be kind, for everyone you meet is fighting a hard battle" and "I never lose, I either win or learn."

(56:27) An unusual habit or an absurd thing that he loves. 

(57:10) The living person he most admires.

Joe Hurd is a purpose-driven public company board director and strategic advisor who focuses on digital transformation, international expansion and stakeholder engagement.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Hurd: Governance in Times of VUCA (Volatility, Uncertainty, Complexity, and Ambiguity) Joe Hurd, Evan Epstein 00:59:07 Joe Hurd is a Silicon Valley-based technology executive and experienced public company director. Joe is an Operating Partner at SOSV, a global venture capital firm, and serves as a non-executive director on the boards of Trustpilot Group, Hays, and Lloyd’s of London. We cover his executive career in both business and government service, and how those experiences have shaped his understanding of technology and business. Joe also shares his experiences navigating board service, including the challenges and opportunities he’s faced in the boardrooms of both UK and US companies. We discuss the evolving dynamics of DEI and ESG in corporate governance and how boards are adapting to increasing political and regulatory pressures. He also offers his perspective on the rise of AI and its impact on business strategy and governance. We explore how boards are evaluating performance, managing employee engagement (particularly in the UK context), and preparing for future challenges in an unpredictable business environment. If you enjoy this episode, please consider subscribing, leaving a review, or sharing it on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Joe Hurd is a Silicon Valley-based technology executive and experienced public company director. Joe is an Operating Partner at SOSV, a global venture capital firm, and serves as a non-executive director on the boards of Trustpilot Group, Hays, and Lloyd’s of London. We cover his executive career in both business and government service, and how those experiences have shaped his understanding of technology and business. Joe also shares his experiences navigating board service, including the challenges and opportunities he’s faced in the boardrooms of both UK and US companies. We discuss the evolving dynamics of DEI and ESG in corporate governance and how boards are adapting to increasing political and regulatory pressures. He also offers his perspective on the rise of AI and its impact on business strategy and governance. We explore how boards are evaluating performance, managing employee engagement (particularly in the UK context), and preparing for future challenges in an unpredictable business environment. If you enjoy this episode, please consider subscribing, leaving a review, or sharing it on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. sosv, designated non executive director, ai impact, uk, aol, venture capital, law, leadership, corporate purpose, dei, boardroom dynamics, vc, dned, friendster, strategic planning, lloyds, esg, private companies false full 168 c1ab1ffc-6e93-4f11-8164-42429569ed0b Jorge Titinger: Leadership, Governance, and the Erosion of Trust (0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:48) Jorge's origin story

(6:03) His executive career in Silicon Valley (including computer and semiconductor industries)

(9:00) On his board experience (he has served in ~20 boards)

(11:32) Distinctions between serving on different types of boards (public/private/non-profits/etc). On non-profits: "the board is really there for what they call the 3 W's: wisdom, work, or wealth."

(12:55) On startup governance.

(19:24) On the backlash on ESG/DEI and his book Differences that Make a Difference (2019). "I think the companies that embarked on DEI programs for the sake of checking a box or purely for the sake of compliance are the ones that need to change or got in trouble."

(28:49) Differences between CEO coaching and board membership. "Most engineers need to get way better at EQ. When you get into leadership, it's a lot more about influence than being right."

(31:26) On founder-led companies and governance.

(37:00) On the impact of AI on business and boards. *Reference to E162 with Nora Denzel on NACD's BRC on tech in the boardroom.

(44:30) On trend of AI companies incorporating as PBCs.

(46:55) Books that have greatly influenced his life:

  1. Good to great by Jim Collins (2001)
  2. Crossing the Chasm, by Geoffrey Moore (1991)
  3. The Hard Thing About Hard Things, by Ben Horowitz (2014)
  4. Philosophy: Buddhism

(48:42) His mentors: parents, Russell Redenbaugh, and his karate instructor.

(51:44) Quotes that he thinks of often or lives his life by. 

(52:37) An unusual habit or an absurd thing that he loves. Sports examples and analogies with business world.

(54:38) On the impact of work from home. "Trust has gone from imperative to imperiled"

(58:00) The living person he most admires: Reed Hastings. *Reference to Netflix board case study

Jorge Titinger is the founder and CEO of Titinger Consulting, a boutique consulting firm focused on strategy development, the cultural aspects of M&A, corporate transformations and leadership coaching.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 3 Mar 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jorge Titinger, Evan Epstein) https://boardroom-governance.com/episodes/jorge-titinger-2XsbgjzZ (0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:48) Jorge's origin story

(6:03) His executive career in Silicon Valley (including computer and semiconductor industries)

(9:00) On his board experience (he has served in ~20 boards)

(11:32) Distinctions between serving on different types of boards (public/private/non-profits/etc). On non-profits: "the board is really there for what they call the 3 W's: wisdom, work, or wealth."

(12:55) On startup governance.

(19:24) On the backlash on ESG/DEI and his book Differences that Make a Difference (2019). "I think the companies that embarked on DEI programs for the sake of checking a box or purely for the sake of compliance are the ones that need to change or got in trouble."

(28:49) Differences between CEO coaching and board membership. "Most engineers need to get way better at EQ. When you get into leadership, it's a lot more about influence than being right."

(31:26) On founder-led companies and governance.

(37:00) On the impact of AI on business and boards. *Reference to E162 with Nora Denzel on NACD's BRC on tech in the boardroom.

(44:30) On trend of AI companies incorporating as PBCs.

(46:55) Books that have greatly influenced his life:

  1. Good to great by Jim Collins (2001)
  2. Crossing the Chasm, by Geoffrey Moore (1991)
  3. The Hard Thing About Hard Things, by Ben Horowitz (2014)
  4. Philosophy: Buddhism

(48:42) His mentors: parents, Russell Redenbaugh, and his karate instructor.

(51:44) Quotes that he thinks of often or lives his life by. 

(52:37) An unusual habit or an absurd thing that he loves. Sports examples and analogies with business world.

(54:38) On the impact of work from home. "Trust has gone from imperative to imperiled"

(58:00) The living person he most admires: Reed Hastings. *Reference to Netflix board case study

Jorge Titinger is the founder and CEO of Titinger Consulting, a boutique consulting firm focused on strategy development, the cultural aspects of M&A, corporate transformations and leadership coaching.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jorge Titinger: Leadership, Governance, and the Erosion of Trust Jorge Titinger, Evan Epstein 01:01:34 Jorge Titinger is the former CEO of SGI and Verigy and a current board member with over 30 years of experience in the high-tech industry, including leadership roles in the semiconductor equipment and computer sectors. We begin with Jorge’s early life and athletic career, exploring how his competitive mindset shaped his leadership style and transition to the corporate boardroom. Our discussion covers board service across different company types, the role of diversity in governance, and the distinctions between coaching and board membership, along with the unique challenges of founder-led companies. We then explore the impact of AI on business, the rise of Public Benefit Corporations, and how these models are influencing corporate purpose. Finally, we discuss the future of work and trust, how organizations can adapt to a changing business environment, and Jorge’s reflections on leadership and governance. If you enjoy this episode, please consider subscribing, leaving a review, or sharing it on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com Jorge Titinger is the former CEO of SGI and Verigy and a current board member with over 30 years of experience in the high-tech industry, including leadership roles in the semiconductor equipment and computer sectors. We begin with Jorge’s early life and athletic career, exploring how his competitive mindset shaped his leadership style and transition to the corporate boardroom. Our discussion covers board service across different company types, the role of diversity in governance, and the distinctions between coaching and board membership, along with the unique challenges of founder-led companies. We then explore the impact of AI on business, the rise of Public Benefit Corporations, and how these models are influencing corporate purpose. Finally, we discuss the future of work and trust, how organizations can adapt to a changing business environment, and Jorge’s reflections on leadership and governance. If you enjoy this episode, please consider subscribing, leaving a review, or sharing it on social media. You can also support the podcast by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com equity, diversity, boards, work from home, hp, stanford, startups, soccer, peru, sgi, talent, leadership, trust, ai, tech industry, founder control, culture, sports, inclusion, silicon valley false full 167 03fc331f-b42b-48b5-927a-76d9a8c67b22 David Chun (CEO, Equilar): The Boardroom Diversity Backlash—A Shifting Pendulum (0:00) Intro

(1:38) About the podcast sponsor: The American College of Governance Counsel

(2:25) Start of interview. *Reference to prior episode with Dave (E25 from Dec 2020)

(3:30) Equilar's current focus. New: Equilar Research Intelligence Copilot ERIC

(7:49) The current status of boardroom diversity. Latest (Q3 2024) Equilar Gender Diversity Index

(10:05) On boardroom refreshment

(11:25) On digital/technology/AI directors

(13:15) Executive (and Director) Compensation trends.

(17:36) On the current ESG/DEI backlash ("at the end of the day you have to do what's best for the business")

(20:13) On the boom and bust of SPACs ("incentives were misaligned")

(23:05) On the governance of private equity and VC backed companies. Reference to VCBA in SF 5/14 and NYC on 10/28

(28:15) AI's impact on governance and new corporate structures (PBCs) 

(32:36) On the growing influence—and disruption—of Silicon Valley in Washington, D.C. ("this feels like Uber")

(37:27) The evolving dynamics of California’s business landscape ("if it wasn't for the AI boom, I think we'd be in a pretty hurting spot")

(41:21) On the current backlash against Delaware and Elon Musk's pay package at Tesla  *Reference to Delaware's SB21

(44:43) Looking Forward: the importance of AI in the boardroom ("the genie is out of the bottle")

David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 24 Feb 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (David Chun, Evan Epstein) https://boardroom-governance.com/episodes/david-chun-2-iRpTqksv (0:00) Intro

(1:38) About the podcast sponsor: The American College of Governance Counsel

(2:25) Start of interview. *Reference to prior episode with Dave (E25 from Dec 2020)

(3:30) Equilar's current focus. New: Equilar Research Intelligence Copilot ERIC

(7:49) The current status of boardroom diversity. Latest (Q3 2024) Equilar Gender Diversity Index

(10:05) On boardroom refreshment

(11:25) On digital/technology/AI directors

(13:15) Executive (and Director) Compensation trends.

(17:36) On the current ESG/DEI backlash ("at the end of the day you have to do what's best for the business")

(20:13) On the boom and bust of SPACs ("incentives were misaligned")

(23:05) On the governance of private equity and VC backed companies. Reference to VCBA in SF 5/14 and NYC on 10/28

(28:15) AI's impact on governance and new corporate structures (PBCs) 

(32:36) On the growing influence—and disruption—of Silicon Valley in Washington, D.C. ("this feels like Uber")

(37:27) The evolving dynamics of California’s business landscape ("if it wasn't for the AI boom, I think we'd be in a pretty hurting spot")

(41:21) On the current backlash against Delaware and Elon Musk's pay package at Tesla  *Reference to Delaware's SB21

(44:43) Looking Forward: the importance of AI in the boardroom ("the genie is out of the bottle")

David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> David Chun (CEO, Equilar): The Boardroom Diversity Backlash—A Shifting Pendulum David Chun, Evan Epstein 00:48:10 David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. We discuss the state of board diversity, the current backlash against DEI and ESG, and evolving board refreshment strategies. Our conversation also explores trends in executive compensation, the rise and fall of SPACs, and governance in private equity-backed companies. Beyond the boardroom, we address the growing influence—and disruption—of Silicon Valley in Washington, D.C., the evolving dynamics of California’s business landscape, and the impact of AI on governance. Finally, we examine the backlash against Delaware, including Elon Musk’s high-profile compensation case at Tesla, and broader geopolitical challenges, particularly those involving China. If you enjoy this episode, please subscribe, leave a review, or share it on social media. And don’t forget to stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. We discuss the state of board diversity, the current backlash against DEI and ESG, and evolving board refreshment strategies. Our conversation also explores trends in executive compensation, the rise and fall of SPACs, and governance in private equity-backed companies. Beyond the boardroom, we address the growing influence—and disruption—of Silicon Valley in Washington, D.C., the evolving dynamics of California’s business landscape, and the impact of AI on governance. Finally, we examine the backlash against Delaware, including Elon Musk’s high-profile compensation case at Tesla, and broader geopolitical challenges, particularly those involving China. If you enjoy this episode, please subscribe, leave a review, or share it on social media. And don’t forget to stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. private equity, ab 979, board refreshment, pe, tech savvy directors, venture capital, disruption, compensation, tesla, delaware, equilar, sb 826, spacs, dei, nasdaq diversity rule, vc, digital directors, cp, esg, boardroom diversity, silicon valley false full 166 71f3a170-38c3-43b6-af0a-d1cfad070356 Rick Alexander: On the Rise of PBCs in the AI Industry and Firm-Specific vs. Diversified Investor Duties (0:00) Intro.

(1:33) About the podcast sponsor: The American College of Governance Counsel

(2:20) Start of interview. *Reference to prior episode with Rick (E14 from Aug 2020)

(3:32) Update on Public Benefit Corporations (PBCs) from prior episode (2020)

(6:00) Surge of VC investments in PBCs driven by AI startups. *Reference to E159 with David Berger on Anthropic's structure

(9:48) The OpenAI Controversy (conversion from non-profit to PBC)

(13:25) On Dual-Class Share Structures in tech companies

(17:10) On Danone and BP as examples of shareholder activism from hedge funds.

(18:57) On "Stay private vs Go Public" debate. *Reference to E157 with Tom Callahan, CEO of Nasdaq Private Market

(27:17) On the current ESG/DEI backlash ("I think it's an anti-shareholder backlash")

(30:52) On the current backlash against Delaware as the favored corporate home

(35:26) The McRitchie v. Zuckerberg Case (firm-specific vs diversified equity investors' fiduciary duties)

(46:54) On the concentration of power by institutional investors *Reference to E118 with John Coates, from Harvard Law School. Reference to Freshfield's report A Legal Framework for Impact (2021) 

(52:03) Looking Forward: US boards under the EU Directive on Corporate Sustainability Due Diligence.

Rick Alexander is the CEO of Shareholder Commons. He is also a leading expert in public benefit corporations.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Feb 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Rick Alexander) https://boardroom-governance.com/episodes/rick-alexander-ii-K_YK7Mki (0:00) Intro.

(1:33) About the podcast sponsor: The American College of Governance Counsel

(2:20) Start of interview. *Reference to prior episode with Rick (E14 from Aug 2020)

(3:32) Update on Public Benefit Corporations (PBCs) from prior episode (2020)

(6:00) Surge of VC investments in PBCs driven by AI startups. *Reference to E159 with David Berger on Anthropic's structure

(9:48) The OpenAI Controversy (conversion from non-profit to PBC)

(13:25) On Dual-Class Share Structures in tech companies

(17:10) On Danone and BP as examples of shareholder activism from hedge funds.

(18:57) On "Stay private vs Go Public" debate. *Reference to E157 with Tom Callahan, CEO of Nasdaq Private Market

(27:17) On the current ESG/DEI backlash ("I think it's an anti-shareholder backlash")

(30:52) On the current backlash against Delaware as the favored corporate home

(35:26) The McRitchie v. Zuckerberg Case (firm-specific vs diversified equity investors' fiduciary duties)

(46:54) On the concentration of power by institutional investors *Reference to E118 with John Coates, from Harvard Law School. Reference to Freshfield's report A Legal Framework for Impact (2021) 

(52:03) Looking Forward: US boards under the EU Directive on Corporate Sustainability Due Diligence.

Rick Alexander is the CEO of Shareholder Commons. He is also a leading expert in public benefit corporations.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Rick Alexander: On the Rise of PBCs in the AI Industry and Firm-Specific vs. Diversified Investor Duties Evan Epstein, Rick Alexander 00:55:08 Rick Alexander is the CEO of Shareholder Commons, an independent, non-profit organization that addresses social and environmental issues from the perspective of shareholders who diversify their investments to optimize risk and return. He is also a leading expert in public benefit corporations. In this conversation, we explore the rise of PBCs and their growing role in new AI companies, particularly as venture capital pours into AI. We discuss OpenAI’s transition to a PBC, the implications of super majority voting structures, and the ongoing debate between staying private or going public. We also dive into the backlash against ESG initiatives, Delaware’s evolving corporate landscape, and the McRitchie vs. Zuckerberg case, which raises important questions about directors’ fiduciary duties. Throughout, we examine the balance between shareholder profit and broader societal impact, a crucial theme in today’s governance landscape. If you enjoy this episode, please subscribe, leave a review, or share it on social media. And don’t forget to stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. Rick Alexander is the CEO of Shareholder Commons, an independent, non-profit organization that addresses social and environmental issues from the perspective of shareholders who diversify their investments to optimize risk and return. He is also a leading expert in public benefit corporations. In this conversation, we explore the rise of PBCs and their growing role in new AI companies, particularly as venture capital pours into AI. We discuss OpenAI’s transition to a PBC, the implications of super majority voting structures, and the ongoing debate between staying private or going public. We also dive into the backlash against ESG initiatives, Delaware’s evolving corporate landscape, and the McRitchie vs. Zuckerberg case, which raises important questions about directors’ fiduciary duties. Throughout, we examine the balance between shareholder profit and broader societal impact, a crucial theme in today’s governance landscape. If you enjoy this episode, please subscribe, leave a review, or share it on social media. And don’t forget to stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. This podcast is sponsored by the American College of Governance Counsel. larry fink, public benefit corporations, corporate governance, pbc, institutional investors, fiduciary duties, dual class share structures, openai, venture capital, mcritchie v zuckerberg, activist investors, delaware, ai, diversified equity investors, vc, blackrock, anthropic, esg false full 165 c585e9f7-5aba-49fd-9f35-a59bf0648a62 Jonathan Goodman (Deloitte): Governing Strategy (0:00) Intro

(1:35) About the podcast sponsor: The American College of Governance Counsel

(2:21) Start of interview

(3:00) Jonathan's origin story

(5:10) His start in journalism

(7:05) Founding Monitor Canada with Roger Martin (1987)

(9:43) Transitioning to Deloitte Monitor (2013) 

(12:18) About Deloitte Canada’s Podium Club for Directors that he leads.

(13:38) How Trump's tariffs may impact Canada (note: this podcast was recorded on 1/24, before tariffs went into place)

(17:57) What is strategy? "I think of strategy as choice"

(20:20) The role of the board in strategy. "The best CEOs seek advice from their boards, not a grade"

(25:39) The questions board members ask matter. "The question is the asset" "Ask questions and question the answers" 

(30:40) Rethinking Board Information Approaches *Reference to Netflix board case study

(33:30) Embracing Uncertainty and Risk

(37:55) Private vs. Public Strategy Dynamics

(42:10) The Role of Culture and Talent in Strategy (scope of company founders)

(46:55) Key Strategic Priorities for Directors (beyond idiosyncrasies of each company): 1) Geopolitics; 2) Technological Shifts (AI, Cyber, etc); and 3) Talent (Workforce and People).

(53:10) Books that have greatly influenced his life:

  1. Atlas Shrugged by Ayn Rand (1957)
  2. The Final Days by Bob Woodward and Carl Bernstein (1976)
  3. On Becoming a Person by Carl Rogers (1961)

(55:58) His mentors.

(56:41) Quotes that he thinks of often or lives his life by. 

Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors.  He is also Global Chair and former global Managing Partner of Monitor Deloitte.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Feb 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jonathan Goodman, Evan Epstein) https://boardroom-governance.com/episodes/jonathan-goodman-MTFwZ8ly (0:00) Intro

(1:35) About the podcast sponsor: The American College of Governance Counsel

(2:21) Start of interview

(3:00) Jonathan's origin story

(5:10) His start in journalism

(7:05) Founding Monitor Canada with Roger Martin (1987)

(9:43) Transitioning to Deloitte Monitor (2013) 

(12:18) About Deloitte Canada’s Podium Club for Directors that he leads.

(13:38) How Trump's tariffs may impact Canada (note: this podcast was recorded on 1/24, before tariffs went into place)

(17:57) What is strategy? "I think of strategy as choice"

(20:20) The role of the board in strategy. "The best CEOs seek advice from their boards, not a grade"

(25:39) The questions board members ask matter. "The question is the asset" "Ask questions and question the answers" 

(30:40) Rethinking Board Information Approaches *Reference to Netflix board case study

(33:30) Embracing Uncertainty and Risk

(37:55) Private vs. Public Strategy Dynamics

(42:10) The Role of Culture and Talent in Strategy (scope of company founders)

(46:55) Key Strategic Priorities for Directors (beyond idiosyncrasies of each company): 1) Geopolitics; 2) Technological Shifts (AI, Cyber, etc); and 3) Talent (Workforce and People).

(53:10) Books that have greatly influenced his life:

  1. Atlas Shrugged by Ayn Rand (1957)
  2. The Final Days by Bob Woodward and Carl Bernstein (1976)
  3. On Becoming a Person by Carl Rogers (1961)

(55:58) His mentors.

(56:41) Quotes that he thinks of often or lives his life by. 

Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors.  He is also Global Chair and former global Managing Partner of Monitor Deloitte.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jonathan Goodman (Deloitte): Governing Strategy Jonathan Goodman, Evan Epstein 00:59:01 Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors. He is also Global Chair and former global Managing Partner of Monitor Deloitte. Jonathan brings a wealth of experience at the intersection of strategy, governance and CEO leadership. We dive into boardroom strategy and risk management, exploring the top strategic issues boards should focus on in 2025, from geopolitics and technological innovations to disruptions and the evolving future of talent. We also compare governance approaches between private and public companies and examine the critical role of culture in shaping strategy. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors. He is also Global Chair and former global Managing Partner of Monitor Deloitte. Jonathan brings a wealth of experience at the intersection of strategy, governance and CEO leadership. We dive into boardroom strategy and risk management, exploring the top strategic issues boards should focus on in 2025, from geopolitics and technological innovations to disruptions and the evolving future of talent. We also compare governance approaches between private and public companies and examine the critical role of culture in shaping strategy. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. organizational culture, private markets, corporate governance, boards, risk management, governance, strategy, founders, governance challenges, talent, leadership, monitor canada, ai, monitor deloitte, deloitte, founder control, canada, geopolitics false full 164 01e06680-7620-4a88-ac01-0190461a87b6 Jeff Thomas (Nasdaq): The State of Public Markets in 2025 (0:00) Intro.

(1:52) About the podcast sponsor: The American College of Governance Counsel

(2:39) Start of interview. *Reference to prior episode with Jeff (E46 from Oct 2021)

(3:42) On Nasdaq's IPOs in 2024 (180 IPOs raising $23B). Looking ahead in 2025.

(6:23) What to expect facing new Administration. Reference to Nasdaq's IPO Pulse Index.

(8:59) The three priorities for boards considering an IPO: strategic quality, risk management, and succession planning (people).

(11:14) On the ruling striking down the Nasdaq Diversity Rule

(14:27) On the political backlash against ESG and DEI in the US

(18:00) On global markets and the new geopolitical landscape. Nasdaq as "the trusted fabric of the financial markets". Reference to article by Nelson Griggs, Nasdaq President.

(22:32) On the "stay private vs go public" debate, and arguments for public listings: 1) access to capital, 2) liquidity, 3) creating an acquisition currency, and 4) having the brand and the trust of a public company.

(27:00) Private Equity backed companies going public.

(29:50) On the influence of AI in public markets and in governance.  Boardvantage's AI solutions for directors.

(35:30) Outlook for 2025.

(39:55) On direct listings and SPACs (50 SPACs on Nasdaq in 2024)

(40:36) On board education. Reference to the 3rd VC-Backed Board Academy (VCBA) on May 14, 2025, at Cooley in SF.

Jeff Thomas serves as EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 3 Feb 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jeff Thomas, Evan Epstein) https://boardroom-governance.com/episodes/jeff-thomas-2-Lxfjxzz6 (0:00) Intro.

(1:52) About the podcast sponsor: The American College of Governance Counsel

(2:39) Start of interview. *Reference to prior episode with Jeff (E46 from Oct 2021)

(3:42) On Nasdaq's IPOs in 2024 (180 IPOs raising $23B). Looking ahead in 2025.

(6:23) What to expect facing new Administration. Reference to Nasdaq's IPO Pulse Index.

(8:59) The three priorities for boards considering an IPO: strategic quality, risk management, and succession planning (people).

(11:14) On the ruling striking down the Nasdaq Diversity Rule

(14:27) On the political backlash against ESG and DEI in the US

(18:00) On global markets and the new geopolitical landscape. Nasdaq as "the trusted fabric of the financial markets". Reference to article by Nelson Griggs, Nasdaq President.

(22:32) On the "stay private vs go public" debate, and arguments for public listings: 1) access to capital, 2) liquidity, 3) creating an acquisition currency, and 4) having the brand and the trust of a public company.

(27:00) Private Equity backed companies going public.

(29:50) On the influence of AI in public markets and in governance.  Boardvantage's AI solutions for directors.

(35:30) Outlook for 2025.

(39:55) On direct listings and SPACs (50 SPACs on Nasdaq in 2024)

(40:36) On board education. Reference to the 3rd VC-Backed Board Academy (VCBA) on May 14, 2025, at Cooley in SF.

Jeff Thomas serves as EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jeff Thomas (Nasdaq): The State of Public Markets in 2025 Jeff Thomas, Evan Epstein 00:44:29 I’m joined by Jeff Thomas, EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq. This is our second conversation—our first was back in Episode 46 (in October of 2021), where you can hear more about his personal and professional background. If you haven’t heard it yet, I encourage you to check it out. In this episode, we focus on the state of public markets in 2025, making this a great companion to Episode 157 with Tom Callahan, CEO of Nasdaq Private Market, where we covered the state of private markets. I truly appreciate your support of the podcast. If you enjoy this episode, please subscribe, leave a review, or share it on social media. You can also stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. I’m joined by Jeff Thomas, EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq. This is our second conversation—our first was back in Episode 46 (in October of 2021), where you can hear more about his personal and professional background. If you haven’t heard it yet, I encourage you to check it out. In this episode, we focus on the state of public markets in 2025, making this a great companion to Episode 157 with Tom Callahan, CEO of Nasdaq Private Market, where we covered the state of private markets. I truly appreciate your support of the podcast. If you enjoy this episode, please subscribe, leave a review, or share it on social media. You can also stay updated by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. direct listings, private markets, private equity, risk management, board of directors, regulation, succession planning, strategic quality, ai, board education, spacs, vcba, dei, vc, ipo, public markets, geopolitics, nasdaq, esg, silicon valley false full 163 3b91e260-9296-4394-9aa4-cd5abd5590cb Nora Denzel: Technology Leadership in the Boardroom (0:00) Intro.

(1:47) About the podcast sponsor: The American College of Governance Counsel

(2:34) Start of interview. *Reference to prior episode with Nora (E74 from Oct 2022)

(3:42) About the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value

(7:29) On the evolving role of the board overseeing technology and cybersecurity

(10:41) On the surge of AI technology and its underlying infrastructure

(13:15) The role of trust in the age of AI

(17:22) How to think about ROI in technology from the boardroom

(20:12) Board composition and technology expertise

(27:19) Recommendations or takeaways from the BRC Report.

(31:00) On AI regulation "It's really important to self-regulate"

(34:13) Technology strategy and board committee structures

(38:38) Tech aptitude in directors: 1) digital outsiders, 2) digital immigrants, 3) digital early adopters and 4) digital natives

(41:52) On board education "needs to be more like Call of Duty" "directors should be learn-it-all's, not know-it-all's"

(43:25) Best practices for board evaluations "you can only operate at the speed of trust" "the chair sets the tone"

(46:42) On "Zero-based agenda setting"

(49:14) Priority items for boards in 2025: talent in the boardroom/company, and having "THE meeting to govern Tech/AI"

(52:02) On being "courageously optimistic" and how to address AI doomsayers

(56:22) Nora's Top 6 Recommendations for Board Members to Become more Familiar with AI

Nora Denzel is a Silicon Valley technology executive. She serves as the Lead Independent Director and Chair of the NomGov Committee at AMD. She also serves on the Gen Digital (NASDAQ: GEN), SUSE S.A. and NACD boards.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 27 Jan 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Nora Denzel, Evan Epstein) https://boardroom-governance.com/episodes/nora-denzel-2-C8brVQZ1 (0:00) Intro.

(1:47) About the podcast sponsor: The American College of Governance Counsel

(2:34) Start of interview. *Reference to prior episode with Nora (E74 from Oct 2022)

(3:42) About the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value

(7:29) On the evolving role of the board overseeing technology and cybersecurity

(10:41) On the surge of AI technology and its underlying infrastructure

(13:15) The role of trust in the age of AI

(17:22) How to think about ROI in technology from the boardroom

(20:12) Board composition and technology expertise

(27:19) Recommendations or takeaways from the BRC Report.

(31:00) On AI regulation "It's really important to self-regulate"

(34:13) Technology strategy and board committee structures

(38:38) Tech aptitude in directors: 1) digital outsiders, 2) digital immigrants, 3) digital early adopters and 4) digital natives

(41:52) On board education "needs to be more like Call of Duty" "directors should be learn-it-all's, not know-it-all's"

(43:25) Best practices for board evaluations "you can only operate at the speed of trust" "the chair sets the tone"

(46:42) On "Zero-based agenda setting"

(49:14) Priority items for boards in 2025: talent in the boardroom/company, and having "THE meeting to govern Tech/AI"

(52:02) On being "courageously optimistic" and how to address AI doomsayers

(56:22) Nora's Top 6 Recommendations for Board Members to Become more Familiar with AI

Nora Denzel is a Silicon Valley technology executive. She serves as the Lead Independent Director and Chair of the NomGov Committee at AMD. She also serves on the Gen Digital (NASDAQ: GEN), SUSE S.A. and NACD boards.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Nora Denzel: Technology Leadership in the Boardroom Nora Denzel, Evan Epstein 00:58:12 Nora Denzel is a distinguished Silicon Valley technology executive with extensive leadership experience. She serves as the Lead Independent Director and Chair of the NomGov Committee at AMD, while also serving on the boards of Gen (NASDAQ: GEN), SUSE S.A., and NACD. In this episode, we dive into key topics shaping technology governance and boardroom leadership, including: 1) Insights from the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value, co-chaired by Nora; 2) The evolving role of technology and AI governance in the boardroom; 3) Board composition and the importance of technology expertise; 4) Regulatory risks associated with AI; and 5) The intersection of strategy and technology governance. Thank you for tuning in—I greatly value your support! If you enjoy the podcast, please consider subscribing, leaving a review, or sharing it with your network. For more insights and to support this podcast, please subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com. This episode is sponsored by the American College of Governance Counsel. Nora Denzel is a distinguished Silicon Valley technology executive with extensive leadership experience. She serves as the Lead Independent Director and Chair of the NomGov Committee at AMD, while also serving on the boards of Gen (NASDAQ: GEN), SUSE S.A., and NACD. In this episode, we dive into key topics shaping technology governance and boardroom leadership, including: 1) Insights from the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value, co-chaired by Nora; 2) The evolving role of technology and AI governance in the boardroom; 3) Board composition and the importance of technology expertise; 4) Regulatory risks associated with AI; and 5) The intersection of strategy and technology governance. Thank you for tuning in—I greatly value your support! If you enjoy the podcast, please consider subscribing, leaving a review, or sharing it with your network. For more insights and to support this podcast, please subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com. This episode is sponsored by the American College of Governance Counsel. board expertise, governance, strategy, roi in technology, board refreshment, board composition, nacd, nacd blue ribbon commission, transparency, talent, trust, ai, technology leadership, ai regulation, board education, technology, board committees, foresight, culture, cybersecurity, board evaluations, silicon valley false full 162 942715bb-0c88-4298-a2dd-69fbc08850a8 Joe Grundfest: Reflecting on 2024 and What’s Next for Business and Governance (0:00) Intro

(2:06) About the podcast sponsor: The American College of Governance Counsel

(2:53) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24)

(4:53) The future of the SEC with Chairman Paul Atkins 

(6:30) New approach to crypto by SEC

(9:40) On the politicization of corporate governance

(10:48) On the future of ESG ("Extremely Subjective Guessing") and DEI ("Decrease Emphasis Immediately")

(14:18) On DOGE, and how it plays out

(17:13) On the influence of Silicon Valley in the new Trump Administration

(21:40) On Delaware’s Corporate Landscape (two canaries in the coalmine: pre-IPO incorporations and re-domestications)

(25:01) On the Tornetta v Musk case, and challenging the award of $345 million in attorneys' fees to the plaintiffs

(28:54) AI and the malpractice insurance system. "How AI eats the world"

(32:52) On OpenAI's structure and PBCs. On "exit tax" from converting from non-profit to for-profit.

(36:49) How do corporations relate to (an increasingly polarized) society: big theme for 2025.

(38:05) Biggest winner and loser in business in 2024

(40:38) Biggest business surprise in 2024 

(42:46) Best and worst corporate governance trend from 2024

(43:05) What’s the biggest corporate governance trend to watch out for in 2025

Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the Rock Center for Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 20 Jan 2025 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Joe Grundfest) https://boardroom-governance.com/episodes/joe-grundfest-5-TV7ISFP4 (0:00) Intro

(2:06) About the podcast sponsor: The American College of Governance Counsel

(2:53) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24)

(4:53) The future of the SEC with Chairman Paul Atkins 

(6:30) New approach to crypto by SEC

(9:40) On the politicization of corporate governance

(10:48) On the future of ESG ("Extremely Subjective Guessing") and DEI ("Decrease Emphasis Immediately")

(14:18) On DOGE, and how it plays out

(17:13) On the influence of Silicon Valley in the new Trump Administration

(21:40) On Delaware’s Corporate Landscape (two canaries in the coalmine: pre-IPO incorporations and re-domestications)

(25:01) On the Tornetta v Musk case, and challenging the award of $345 million in attorneys' fees to the plaintiffs

(28:54) AI and the malpractice insurance system. "How AI eats the world"

(32:52) On OpenAI's structure and PBCs. On "exit tax" from converting from non-profit to for-profit.

(36:49) How do corporations relate to (an increasingly polarized) society: big theme for 2025.

(38:05) Biggest winner and loser in business in 2024

(40:38) Biggest business surprise in 2024 

(42:46) Best and worst corporate governance trend from 2024

(43:05) What’s the biggest corporate governance trend to watch out for in 2025

Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the Rock Center for Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Grundfest: Reflecting on 2024 and What’s Next for Business and Governance Evan Epstein, Joe Grundfest 00:45:18 Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the Rock Center for Corporate Governance. In this episode, we cover: 1. The Political Landscape of Corporate Governance 2. The SEC's New Agenda – including crypto, regulatory changes, and the future of ESG and DEI 3. The Impact of DOGE on Government Efficiency 4. Delaware’s Corporate Landscape 5. The Rise of AI and New Corporate Structures As is tradition, we also discuss: 1. The biggest winner and loser in business in 2024 2. The biggest business surprise from last year 3. The best and worst corporate governance trends of 2024 4. Key governance trends to watch in 2025 Thank you for tuning in—I deeply appreciate your support of this podcast! If you enjoy the show, please consider subscribing, leaving a review, or sharing it on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the Rock Center for Corporate Governance. In this episode, we cover: 1. The Political Landscape of Corporate Governance 2. The SEC's New Agenda – including crypto, regulatory changes, and the future of ESG and DEI 3. The Impact of DOGE on Government Efficiency 4. Delaware’s Corporate Landscape 5. The Rise of AI and New Corporate Structures As is tradition, we also discuss: 1. The biggest winner and loser in business in 2024 2. The biggest business surprise from last year 3. The best and worst corporate governance trends of 2024 4. Key governance trends to watch in 2025 Thank you for tuning in—I deeply appreciate your support of this podcast! If you enjoy the show, please consider subscribing, leaving a review, or sharing it on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com. corporate governance, elon musk, boards, openai, paul atkins, doge, trump, delaware, ai, tornetta v musk, dei, sec, crypto, esg false full 161 16991729-ad8d-4240-b72e-d2c0147b8b86 Ben Joseloff: The Board's Guide to CFIUS and Evolving National Security Reviews (0:00) Intro

(1:43) About the podcast sponsor: The American College of Governance Counsel

(2:29) Start of interview

(3:11) Ben's origin story

(9:39) His start at Cravath in 2010

(10:54) His time at the U.S. Treasury Department and the White House. 

(15:04) About CFIUS.  Reforms from FIRRMA (2018). Control transactions and minority investments in critical technologies, critical infrastructure, or sensitive personal data.

(24:45) Trends in transaction reviews. CFIUS Annual Report to Congress – CY 2023

(30:00) Presidential prohibitions under CFIUS. 

(32:23) CFIUS and crypto.

(34:02) The TikTok case.

(36:14) Restrictions on outbound investments in China: AI, semiconductors, and quantum computing.

(42:13) De-risking vs de-coupling from China. Geopolitics and the boardroom.

(44:40) Industrial policies.

(47:21) Advice for corporate directors on national security matters.

(49:30) Books that have greatly influenced his life:

  1. Wind, Sand and Stars by Antoine de Saint-Exupery (1939)
  2. Elements of Style by Strunk and White (1918)

(51:46) His mentors. 

(53:04) Quote that he thinks of often or lives his life by. The "Spirit of Liberty" Speech Judge Learned Hand (1944)

(54:34)  An unusual habit or absurd thing that he loves.

(55:42) The person he most admires.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 6 Jan 2025 12:07:59 +0000 evan.epstein@pacificaglobal.com (Ben Joseloff, Evan Epstein) https://boardroom-governance.com/episodes/ben-joseloff-0Yjn7ATs (0:00) Intro

(1:43) About the podcast sponsor: The American College of Governance Counsel

(2:29) Start of interview

(3:11) Ben's origin story

(9:39) His start at Cravath in 2010

(10:54) His time at the U.S. Treasury Department and the White House. 

(15:04) About CFIUS.  Reforms from FIRRMA (2018). Control transactions and minority investments in critical technologies, critical infrastructure, or sensitive personal data.

(24:45) Trends in transaction reviews. CFIUS Annual Report to Congress – CY 2023

(30:00) Presidential prohibitions under CFIUS. 

(32:23) CFIUS and crypto.

(34:02) The TikTok case.

(36:14) Restrictions on outbound investments in China: AI, semiconductors, and quantum computing.

(42:13) De-risking vs de-coupling from China. Geopolitics and the boardroom.

(44:40) Industrial policies.

(47:21) Advice for corporate directors on national security matters.

(49:30) Books that have greatly influenced his life:

  1. Wind, Sand and Stars by Antoine de Saint-Exupery (1939)
  2. Elements of Style by Strunk and White (1918)

(51:46) His mentors. 

(53:04) Quote that he thinks of often or lives his life by. The "Spirit of Liberty" Speech Judge Learned Hand (1944)

(54:34)  An unusual habit or absurd thing that he loves.

(55:42) The person he most admires.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Ben Joseloff: The Board's Guide to CFIUS and Evolving National Security Reviews Ben Joseloff, Evan Epstein 00:57:35 Ben Joseloff, a partner at Cravath, Swaine & Moore and former White House and U.S. Treasury Department official, served as Lead Counsel for the Committee on Foreign Investment in the United States (CFIUS). In this episode, we examine how CFIUS safeguards U.S. national security by reviewing foreign investments. We discuss significant CFIUS cases, emerging trends in transaction reviews, and the implications of upcoming regulations on outbound investments and cryptocurrency. Ben emphasizes the need for corporate leaders to align strategies with national security objectives, highlighting how corporate governance and geopolitical considerations increasingly intersect. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Ben Joseloff, a partner at Cravath, Swaine & Moore and former White House and U.S. Treasury Department official, served as Lead Counsel for the Committee on Foreign Investment in the United States (CFIUS). In this episode, we examine how CFIUS safeguards U.S. national security by reviewing foreign investments. We discuss significant CFIUS cases, emerging trends in transaction reviews, and the implications of upcoming regulations on outbound investments and cryptocurrency. Ben emphasizes the need for corporate leaders to align strategies with national security objectives, highlighting how corporate governance and geopolitical considerations increasingly intersect. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. national security, cfius, tiktok, committee on foreign investment in the united states, white house, china, m&a, outbound investments, cravath, geopolitics, mergers, treasury, firrma false full 160 60e1d8be-207a-49ce-8314-c0069224e388 David Berger: Ending the One-Size-Fits-All Model of Corporate Governance (0:00) Intro.

(2:14) About the podcast sponsor: The American College of Governance Counsel

(3:01) Start of interview. *Reference to prior episode with David (E24 from Nov 2020)

(4:22) David's description of the ACGC

(7:56) Post-Election Governance Changes (SEC, FTC, etc). ESG and DEI considerations. Federal vs state regulatory matters.

(13:06) On crypto and digital assets in the new Trump administration.

(14:51) On DOGE led by Elon Musk and Vivek Ramaswamy

(18:46) Delaware's challenge as the Favored Corporate Home

(26:54) Elon Musk's Rescinded Compensation in Tornetta v Musk, the plaintiff attorneys' fees.

(31:04) On the Rome Conference on AI, Ethics, and the Future of Corporate Governance (April 2024).

(35:18) Public Benefit Corporations (PBCs) in the AI industry. On Anthropic's LTBT. On corporate purpose.

(46:56) ServiceTitan's compounding IPO ratchet (reference to my article about it). IPO market.

(52:06) Biggest winner and loser in business in 2024

(53:54) Biggest business surprise in 2024 

(55:10) Best and worst corporate governance trend from 2024

(57:41) Charter competition among states, and Federal vs. State Corporate Governance

(1:00:04) What’s the biggest corporate governance trend to watch out for in 2025

David Berger is a partner at Wilson Sonsini and serves as the President of the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 30 Dec 2024 12:00:07 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, David Berger) https://boardroom-governance.com/episodes/david-berger-ii-Qc7AxTkb (0:00) Intro.

(2:14) About the podcast sponsor: The American College of Governance Counsel

(3:01) Start of interview. *Reference to prior episode with David (E24 from Nov 2020)

(4:22) David's description of the ACGC

(7:56) Post-Election Governance Changes (SEC, FTC, etc). ESG and DEI considerations. Federal vs state regulatory matters.

(13:06) On crypto and digital assets in the new Trump administration.

(14:51) On DOGE led by Elon Musk and Vivek Ramaswamy

(18:46) Delaware's challenge as the Favored Corporate Home

(26:54) Elon Musk's Rescinded Compensation in Tornetta v Musk, the plaintiff attorneys' fees.

(31:04) On the Rome Conference on AI, Ethics, and the Future of Corporate Governance (April 2024).

(35:18) Public Benefit Corporations (PBCs) in the AI industry. On Anthropic's LTBT. On corporate purpose.

(46:56) ServiceTitan's compounding IPO ratchet (reference to my article about it). IPO market.

(52:06) Biggest winner and loser in business in 2024

(53:54) Biggest business surprise in 2024 

(55:10) Best and worst corporate governance trend from 2024

(57:41) Charter competition among states, and Federal vs. State Corporate Governance

(1:00:04) What’s the biggest corporate governance trend to watch out for in 2025

David Berger is a partner at Wilson Sonsini and serves as the President of the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> David Berger: Ending the One-Size-Fits-All Model of Corporate Governance Evan Epstein, David Berger 01:02:08 David Berger, a partner at Wilson Sonsini and the President of the American College of Governance Counsel. We dive into the rapidly shifting landscape of corporate governance—from post-election policy changes to the evolving role of AI, corporate purpose, and ESG in shaping boardroom priorities. We examine Delaware’s ongoing legal challenges, explore the current state of the markets, and consider how figures like Elon Musk are influencing government efficiency. We also unpack emerging governance models—especially how public benefit corporations (PBCs) fit into the new wave of AI leaders—along with the latest IPO, and the top governance trends from 2024. Finally, we examine the geopolitical risks reshaping global governance and consider what to watch for in 2025. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. David Berger, a partner at Wilson Sonsini and the President of the American College of Governance Counsel. We dive into the rapidly shifting landscape of corporate governance—from post-election policy changes to the evolving role of AI, corporate purpose, and ESG in shaping boardroom priorities. We examine Delaware’s ongoing legal challenges, explore the current state of the markets, and consider how figures like Elon Musk are influencing government efficiency. We also unpack emerging governance models—especially how public benefit corporations (PBCs) fit into the new wave of AI leaders—along with the latest IPO, and the top governance trends from 2024. Finally, we examine the geopolitical risks reshaping global governance and consider what to watch for in 2025. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. compounding ipo ratchet, public benefit corporations, pbc, elon musk, wilson sonsini, dual class share structures, acgc, servicetitan, american college of governance counsel, doge, incorporations, delaware law, compensation, wsgr, dgcl, ai, dei, cybersecurity, geopolitics, crypto, litigation, esg, boardroom diversity, silicon valley false full 159 0324c2f2-1459-4cfd-bd4a-bd5a21b8f677 Richard Blake: 2024 Silicon Valley 150 Corporate Governance Report (0:00) Intro.

(2:09) About the podcast sponsor: The American College of Governance Counsel.

(2:56) Start of interview. *Reference to prior episode with Richard (E126 from Feb 2024).

(3:46) About his firm's 2024 SV150 Corporate Governance Report.

(9:04) On Virtual (Stockholder) Meetings (89% of SV150).

(11:23) Board Committee Structures. Audit, Comp, NomGov, and Others.

(14:02) On SV150's approach to ESG, impact of new SEC.

(18:53) On the evolution of boardroom diversity, impact of CA laws and Nasdaq Diversity Rule.

(21:40) Why private ordering will become more important in corporate governance.

(22:28) On dual or multi class share structures (-30% of SV150, and of those, 91% have sunset provisions).

(25:25) On ServiceTitan's compounding IPO ratchet (reference to my article about it). "Governance is a spectrum"

(31:29) On evolution of shareholder proposals in SV150. *Reference to E15 with Jim McRitchie.

(36:30) On shareholder activism (7.4%) in SV150.

(41:41) On the clawback policies of SV150 companies

(48:27) On the backlash to Delaware incorporations and SV moving out of CA. Reference to WSGR's DE's Status as the Favored Corporate Home.

(51:49) Biggest winner in business in 2024

(53:27) Biggest loser in business in 2024

(54:27)  Biggest business surprise in 2024 

(56:53) Best and worst corporate governance trend from 2024

(58:28)  What’s the biggest corporate governance trend to watch out for in 2025

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Dec 2024 11:48:24 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Richard Blake) https://boardroom-governance.com/episodes/richard-blake-ii-hO26hq9D (0:00) Intro.

(2:09) About the podcast sponsor: The American College of Governance Counsel.

(2:56) Start of interview. *Reference to prior episode with Richard (E126 from Feb 2024).

(3:46) About his firm's 2024 SV150 Corporate Governance Report.

(9:04) On Virtual (Stockholder) Meetings (89% of SV150).

(11:23) Board Committee Structures. Audit, Comp, NomGov, and Others.

(14:02) On SV150's approach to ESG, impact of new SEC.

(18:53) On the evolution of boardroom diversity, impact of CA laws and Nasdaq Diversity Rule.

(21:40) Why private ordering will become more important in corporate governance.

(22:28) On dual or multi class share structures (-30% of SV150, and of those, 91% have sunset provisions).

(25:25) On ServiceTitan's compounding IPO ratchet (reference to my article about it). "Governance is a spectrum"

(31:29) On evolution of shareholder proposals in SV150. *Reference to E15 with Jim McRitchie.

(36:30) On shareholder activism (7.4%) in SV150.

(41:41) On the clawback policies of SV150 companies

(48:27) On the backlash to Delaware incorporations and SV moving out of CA. Reference to WSGR's DE's Status as the Favored Corporate Home.

(51:49) Biggest winner in business in 2024

(53:27) Biggest loser in business in 2024

(54:27)  Biggest business surprise in 2024 

(56:53) Best and worst corporate governance trend from 2024

(58:28)  What’s the biggest corporate governance trend to watch out for in 2025

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Richard Blake: 2024 Silicon Valley 150 Corporate Governance Report Evan Epstein, Richard Blake 01:01:32 My guest today is Richard Blake, a partner at Wilson Sonsini and the leader of the firm's public companies’ practice. In this episode, we discuss the 2024 Silicon Valley 150 Corporate Governance Report, comparing it to last year’s report, which we covered in Episode 126 from February 2024. We examine how the report has evolved and explore the diversity in governance practices across various tiers of companies. We cover a wide range of topics, from activism to board structures, ESG, and clawback policies of SV150 companies. We also discuss the challenge to Delaware status as the favored corporate home, the role of private ordering in shaping governance, and we explore trends from 2024 and what to watch out for in 2025 If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. My guest today is Richard Blake, a partner at Wilson Sonsini and the leader of the firm's public companies’ practice. In this episode, we discuss the 2024 Silicon Valley 150 Corporate Governance Report, comparing it to last year’s report, which we covered in Episode 126 from February 2024. We examine how the report has evolved and explore the diversity in governance practices across various tiers of companies. We cover a wide range of topics, from activism to board structures, ESG, and clawback policies of SV150 companies. We also discuss the challenge to Delaware status as the favored corporate home, the role of private ordering in shaping governance, and we explore trends from 2024 and what to watch out for in 2025 If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. corporate governance, sv150, clawbacks, dual class share structures, activism, wsgr, ai, sec, rule 14a8, nasdaq, shareholder proposals, boardroom diversity, sv150 corporate governance report, silicon valley false full 158 ce156f9f-4700-4008-a435-651ed8bb74f9 Tom Callahan, CEO of NPM: Unlocking Liquidity in Private Markets (0:00) Intro.

(2:05) About the podcast sponsor: The American College of Governance Counsel.

(2:52) Start of interview. 

(3:36) Tom's origin story.

(5:37) The start of his career with Merrill Lynch (1991-2008).

(7:00) The financial crisis and his transition to the NYSE (2009-2013).

(10:53) His time at BlackRock (2013-2022).

(15:14) Defining private markets: "VC-backed pre-IPO private companies typically worth $1b ie. unicorns." Comparing public and private markets. Impact of the JOBS Act (2012).

(18:47) About the Nasdaq Private Market (NPM). Why companies do tender offers in private companies. Managing secondary liquidity.

(26:31) Distinguishing liquidity for employees, founders, and investors (cap table cleanup). Function of IPO.

(32:40) On regulation of private markets ("private markets are under regulated"). Difference between public and private markets: information asymmetry.

(41:23) Current private market dynamics (2021-2024). "We're optimistic that 2025 will be a great year"

(45:32) On the role of AI: "it has been the story of the public markets and private markets in 2024."

(50:26) Books that have greatly influenced his life.

  1. How to Win Friends and Influence People, by Dale Carnegie (1936) 
  2. Never Split the Difference, by Chris Voss (2016) "Tactical empathy"

(52:52) His mentors. 

(54:47) Quote that he thinks of often or lives his life by: "Whether you think you can, or think you can't - you're right," (Henry Ford)

(57:05) Cultural differences in venture between NY and Silicon Valley.

(58:19) An unusual habit or absurd thing that he loves: he's a volunteer pilot for Dogs for Good.

(59:38) The person he most admires.

Tom Callahan is the CEO and Manager of the board of managers of Nasdaq Private Market (NPM).

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 16 Dec 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Tom Callahan, Evan Epstein) https://boardroom-governance.com/episodes/tom-callahan-H6TcFBk0 (0:00) Intro.

(2:05) About the podcast sponsor: The American College of Governance Counsel.

(2:52) Start of interview. 

(3:36) Tom's origin story.

(5:37) The start of his career with Merrill Lynch (1991-2008).

(7:00) The financial crisis and his transition to the NYSE (2009-2013).

(10:53) His time at BlackRock (2013-2022).

(15:14) Defining private markets: "VC-backed pre-IPO private companies typically worth $1b ie. unicorns." Comparing public and private markets. Impact of the JOBS Act (2012).

(18:47) About the Nasdaq Private Market (NPM). Why companies do tender offers in private companies. Managing secondary liquidity.

(26:31) Distinguishing liquidity for employees, founders, and investors (cap table cleanup). Function of IPO.

(32:40) On regulation of private markets ("private markets are under regulated"). Difference between public and private markets: information asymmetry.

(41:23) Current private market dynamics (2021-2024). "We're optimistic that 2025 will be a great year"

(45:32) On the role of AI: "it has been the story of the public markets and private markets in 2024."

(50:26) Books that have greatly influenced his life.

  1. How to Win Friends and Influence People, by Dale Carnegie (1936) 
  2. Never Split the Difference, by Chris Voss (2016) "Tactical empathy"

(52:52) His mentors. 

(54:47) Quote that he thinks of often or lives his life by: "Whether you think you can, or think you can't - you're right," (Henry Ford)

(57:05) Cultural differences in venture between NY and Silicon Valley.

(58:19) An unusual habit or absurd thing that he loves: he's a volunteer pilot for Dogs for Good.

(59:38) The person he most admires.

Tom Callahan is the CEO and Manager of the board of managers of Nasdaq Private Market (NPM).

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tom Callahan, CEO of NPM: Unlocking Liquidity in Private Markets Tom Callahan, Evan Epstein 01:00:52 My guest today is Tom Callahan, the CEO and Manager of the board of managers of Nasdaq Private Market (NPM), a secondary market trading venue for issuers, brokers, shareholders, and prospective investors of private company stock. In 2021, NPM was spun-off of Nasdaq to become its own, independent company receiving strategic investments from coalition of banks. In our conversation, we discuss his experiences on Wall Street during the 1990s, the impact of the JOBS Act on private markets, and the challenges private companies face regarding governance and liquidity. Tom highlights how NPM is improving data accessibility and efficiency, while also addressing the balance between fostering innovation and ensuring transparency. The conversation concludes with Tom reflecting on the future of private company secondary markets. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. My guest today is Tom Callahan, the CEO and Manager of the board of managers of Nasdaq Private Market (NPM), a secondary market trading venue for issuers, brokers, shareholders, and prospective investors of private company stock. In 2021, NPM was spun-off of Nasdaq to become its own, independent company receiving strategic investments from coalition of banks. In our conversation, we discuss his experiences on Wall Street during the 1990s, the impact of the JOBS Act on private markets, and the challenges private companies face regarding governance and liquidity. Tom highlights how NPM is improving data accessibility and efficiency, while also addressing the balance between fostering innovation and ensuring transparency. The conversation concludes with Tom reflecting on the future of private company secondary markets. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute by subscribing to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. stock options, merrill lynch, nyse, private markets, tender offers, npm, nasdaq private market, secondary markets, ipos, ai, m&a, vc, blackrock, unicorns, public markets false full 157 290510dc-d543-4566-b4e1-4b77bd269d52 Andrew Shagrin and David Chekroun: Co-Founders of ICG at ESCP Business School in Paris (0:00) Intro

(3:27) About the podcast sponsor: The American College of Governance Counsel.

(4: 14) Start of interview. 

(4:56) Drew Shagrin's origin story.

(8:12) David Chekroun's origin story.

(14:15) About the Institute of Corporate Governance at ESCP Business School, based in Paris.

(19:13) The focus of ICG between students, alumni, execs, directors, investors, state representatives, judiciary, and regulators.

(24:57) Corporate purpose under French law: changed in 2019 to explicitly take into consideration E&S issues.

(27:53) Comparing ESG trends from France & EU. The G is rooted in each member state, but E&S falls under the EU green deal.

(33:50) On board diversity: differences between US, France & EU. Sources: Copé Zimmermann Law (2011), Gender Equality Index (2018): on gender pay gaps, and Rixain Act (2021).

(41:32) On State Owned Enterprises (SOEs) and the role of the state in corporate governance.

(45:46) On the role of the state in promoting tech industry (startups and scale ups). BPI.

(48:55) On employee representation in the boardroom. In France, since 2013.

(54:19) On Entreprise à Mission structures and PBCs, balancing profit with social responsibility (in AI). The Danone case.

(58:24) Challenges of corporate governance in France: share value, board composition, and stewardship. AFEP and MEDEF.

(50:38) What are the 1-3 books that have greatly influenced your life: 

  1. David:
    1. The World of Yesterday by Stefan Zweig  (1942)
    2. Lost in Translation: A Life in a New Language by Eva Hoffman (1989)
    3. The Anatomy of Corporate Law by Reiner Kraakman (2004)
  2. Drew:
    1. How Will You Measure Your Life? by Clayton Christensen (2012)

(1:03:48) Who were their mentors, and what they learned from them.

(1:06:11) Quotes they think of often or live their life by.

(1:07:22) An unusual habit or an absurd thing that they love.

(1:08:20) The living person they most admire.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 25 Nov 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Andrew Shagrin, David Chekroun, Evan Epstein) https://boardroom-governance.com/episodes/drew-and-david-NU1WgnRo (0:00) Intro

(3:27) About the podcast sponsor: The American College of Governance Counsel.

(4: 14) Start of interview. 

(4:56) Drew Shagrin's origin story.

(8:12) David Chekroun's origin story.

(14:15) About the Institute of Corporate Governance at ESCP Business School, based in Paris.

(19:13) The focus of ICG between students, alumni, execs, directors, investors, state representatives, judiciary, and regulators.

(24:57) Corporate purpose under French law: changed in 2019 to explicitly take into consideration E&S issues.

(27:53) Comparing ESG trends from France & EU. The G is rooted in each member state, but E&S falls under the EU green deal.

(33:50) On board diversity: differences between US, France & EU. Sources: Copé Zimmermann Law (2011), Gender Equality Index (2018): on gender pay gaps, and Rixain Act (2021).

(41:32) On State Owned Enterprises (SOEs) and the role of the state in corporate governance.

(45:46) On the role of the state in promoting tech industry (startups and scale ups). BPI.

(48:55) On employee representation in the boardroom. In France, since 2013.

(54:19) On Entreprise à Mission structures and PBCs, balancing profit with social responsibility (in AI). The Danone case.

(58:24) Challenges of corporate governance in France: share value, board composition, and stewardship. AFEP and MEDEF.

(50:38) What are the 1-3 books that have greatly influenced your life: 

  1. David:
    1. The World of Yesterday by Stefan Zweig  (1942)
    2. Lost in Translation: A Life in a New Language by Eva Hoffman (1989)
    3. The Anatomy of Corporate Law by Reiner Kraakman (2004)
  2. Drew:
    1. How Will You Measure Your Life? by Clayton Christensen (2012)

(1:03:48) Who were their mentors, and what they learned from them.

(1:06:11) Quotes they think of often or live their life by.

(1:07:22) An unusual habit or an absurd thing that they love.

(1:08:20) The living person they most admire.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Andrew Shagrin and David Chekroun: Co-Founders of ICG at ESCP Business School in Paris Andrew Shagrin, David Chekroun, Evan Epstein 01:11:00 Drew Shagrin and David Chekroun are the co-founders and co-directors of the Institute of Corporate Governance at ESCP (École Supérieure de Commerce de Paris) Business School. Our conversation explores key contrasts between U.S., French, and broader European corporate governance practices. We discuss stakeholder dynamics, regulatory approaches to ESG, and boardroom diversity. Additionally, we examine distinctive governance features in France, such as the governance of state-owned enterprises (SOEs) and employee representation on boards. We also address the transformative impact of AI on corporate governance and explore innovative models like the Entreprise à Mission and Public Benefit Corporations, highlighting the growing emphasis on balancing profit with social responsibility. Finally, Drew and David offer personal reflections and experiences, providing valuable insights into the ever-evolving landscape of corporate governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Drew Shagrin and David Chekroun are the co-founders and co-directors of the Institute of Corporate Governance at ESCP (École Supérieure de Commerce de Paris) Business School. Our conversation explores key contrasts between U.S., French, and broader European corporate governance practices. We discuss stakeholder dynamics, regulatory approaches to ESG, and boardroom diversity. Additionally, we examine distinctive governance features in France, such as the governance of state-owned enterprises (SOEs) and employee representation on boards. We also address the transformative impact of AI on corporate governance and explore innovative models like the Entreprise à Mission and Public Benefit Corporations, highlighting the growing emphasis on balancing profit with social responsibility. Finally, Drew and David offer personal reflections and experiences, providing valuable insights into the ever-evolving landscape of corporate governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. employees, institute of corporate governance, soes, icg, public benefit corporations, stakeholders, pbc, board diversity, board of directors, danone, escp, ecole superiore de commerce de paris, rixain act, state owned enterprises, corporate purpose, ai, cope zimmermann law, entreprise a mission, france, e.u., paris, esg false full 156 9a0bd902-93a8-4572-8439-bd4eddd59d66 Wolfe Tone & Heather Gates (Deloitte): Insights on Private Company Governance (0:00) Intro

(1:12) About the podcast sponsor: The American College of Governance Counsel.

(1:59) Start of interview. 

(2:57) Heather Gates' "origin story."

(5:17) Wolfe Tone's "origin story."

(10:23) On the governance of privately-owned businesses. Distinction with having "outside investors." 

(15:20) On the nuances of family-owned businesses. *Reference to my podcast series on Succession show.

(18:28) On growth of LLC structures.

(20:53) On VC-backed company governance. *Note UC Law SF's VCBA.

(23:42) On the value of boards and good governance. When is the right time for a more formal governance structure.

(27:40) Deloitte Private Company Pulse Survey on Governance (from July 2024).

(31:40) On Climate Risk and ESG in private companies.

(34:16) On Cybersecurity Risk.

(38:20) On the evolving role of independent directors in private companies.

(42:28) On the rise of the public benefit corporation (PBC) structure in AI companies

(46:08) On the role of the board in developing talent.

(48:38) On the future of trust as a core tenant of governance.

(50:38) What are the 1-3 books that have greatly influenced your life: 

  1. Wolfe:
    1. The Art of War by Sun Tzu  (roughly 5th century BC)
    2. Anything by Stephen Covey.
    3. When the Game Is Over, It All Goes Back in the Box by John Ortberg (2007)
  2. Heather:
    1. The Hard Thing about Hard Things by Ben Horowitz (2014)
    2. Boundary Boss by Terri Cole (2021)
    3. The Untethered Soul by Michael Singer (2007)

(51:52) Who were their mentors, and what they learned from them.

(53:36) Quotes they think of often or live their life by.

(54:13) An unusual habit or an absurd thing that they love.

(54:40)  The living person they most admire.

Wolfe Tone is the leader of Deloitte Private for the US and globally, and Heather Gates is the national Emerging Growth Company (EGC) business leader for Deloitte, overseeing the firm’s EGC, Private Equity, and Deloitte Private Audit & Assurance teams.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 28 Oct 2024 11:06:34 +0000 evan.epstein@pacificaglobal.com (Wolfe Tone, Heather Gates, Evan Epstein) https://boardroom-governance.com/episodes/wolfe-tone-and-heather-gates-FJHCbBmb (0:00) Intro

(1:12) About the podcast sponsor: The American College of Governance Counsel.

(1:59) Start of interview. 

(2:57) Heather Gates' "origin story."

(5:17) Wolfe Tone's "origin story."

(10:23) On the governance of privately-owned businesses. Distinction with having "outside investors." 

(15:20) On the nuances of family-owned businesses. *Reference to my podcast series on Succession show.

(18:28) On growth of LLC structures.

(20:53) On VC-backed company governance. *Note UC Law SF's VCBA.

(23:42) On the value of boards and good governance. When is the right time for a more formal governance structure.

(27:40) Deloitte Private Company Pulse Survey on Governance (from July 2024).

(31:40) On Climate Risk and ESG in private companies.

(34:16) On Cybersecurity Risk.

(38:20) On the evolving role of independent directors in private companies.

(42:28) On the rise of the public benefit corporation (PBC) structure in AI companies

(46:08) On the role of the board in developing talent.

(48:38) On the future of trust as a core tenant of governance.

(50:38) What are the 1-3 books that have greatly influenced your life: 

  1. Wolfe:
    1. The Art of War by Sun Tzu  (roughly 5th century BC)
    2. Anything by Stephen Covey.
    3. When the Game Is Over, It All Goes Back in the Box by John Ortberg (2007)
  2. Heather:
    1. The Hard Thing about Hard Things by Ben Horowitz (2014)
    2. Boundary Boss by Terri Cole (2021)
    3. The Untethered Soul by Michael Singer (2007)

(51:52) Who were their mentors, and what they learned from them.

(53:36) Quotes they think of often or live their life by.

(54:13) An unusual habit or an absurd thing that they love.

(54:40)  The living person they most admire.

Wolfe Tone is the leader of Deloitte Private for the US and globally, and Heather Gates is the national Emerging Growth Company (EGC) business leader for Deloitte, overseeing the firm’s EGC, Private Equity, and Deloitte Private Audit & Assurance teams.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wolfe Tone & Heather Gates (Deloitte): Insights on Private Company Governance Wolfe Tone, Heather Gates, Evan Epstein 00:56:38 Wolfe Tone is the leader of Deloitte Private for the US and globally, and Heather Gates is the national Emerging Growth Company (EGC) business leader for Deloitte, overseeing the firm’s EGC, Private Equity, and Deloitte Private Audit & Assurance teams. We dive into governance practices in privately-held businesses, covering closely held corporations, LLCs, family-owned enterprises, and VC- and PE-backed companies. Additionally, we explore insights from Deloitte’s 2024 Private Company Outlook Survey, the role of independent directors, and the evolving landscape of ESG and cybersecurity. Finally, we discuss the rise of public benefit corporation structures in AI companies, board-driven talent management, and trust as a core tenet of governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Wolfe Tone is the leader of Deloitte Private for the US and globally, and Heather Gates is the national Emerging Growth Company (EGC) business leader for Deloitte, overseeing the firm’s EGC, Private Equity, and Deloitte Private Audit & Assurance teams. We dive into governance practices in privately-held businesses, covering closely held corporations, LLCs, family-owned enterprises, and VC- and PE-backed companies. Additionally, we explore insights from Deloitte’s 2024 Private Company Outlook Survey, the role of independent directors, and the evolving landscape of ESG and cybersecurity. Finally, we discuss the rise of public benefit corporation structures in AI companies, board-driven talent management, and trust as a core tenet of governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. public benefit corporations, board of directors, pe, llc, family businesses, cybersecurity risk, leadership, trust, deloitte private, deloitte, pbcs, vc, talent management, independent directors, climate risk, esg, privately-owned businesses, deloitte private company pulse survey on governance false full 155 38839b35-2d48-4e05-8a8b-3db3fe7bc2b0 Valeria Café: Leading Governance Innovation in Brazil as IBGC CEO (0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview. 

(3:20) Valeria's origin story.

(6:14) On joining IBGC, its mission and focus: governance training, research, and regulatory work with CVM, B3, Congress, etc.

(9:03) On the 25th IBGC Annual Summit.

(11:11) On the state of ESG in Brazil.

(15:15) On boardroom diversity in Brazil (20% female representation in public companies).

(17:40) Geopolitics, and where Brazil stands between the U.S. and China.

(20:56) Innovation and AI in Brazil.

(24:44) On compliance and anti-corruption measures by boards in Brazil (post Lava Jato).

(29:17) On the future of corporate governance in Brazil and her vision for IBGC.

(32:52) The importance of board education and constant learning. On the issue of overboarding (new rule from Novo Mercado).

(35:53) Books that have greatly influenced her life:

  1. Feliz ano velho. By Marcelo Rubens Paiva (1982)
  2. Theory U. By Otto Scharmer (2007) 
  3. The Moment of Lift. By Melinda Gates (2019)

(36:54) Her mentors. 

  1. Her Dad.
  2. Pedro Melo
  3. Vicky Bloch.

(37:32) Quotes that she thinks of often or lives her life by.

(38:00) An unusual habit or absurd thing that he loves.

(38:32) The person she most admires.

Valeria Cafe is CEO of IBGC, the Brazilian Institute of Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 21 Oct 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (valeria cafe, Evan Epstein) https://boardroom-governance.com/episodes/valeria-cafe-1H5G_rN3 (0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview. 

(3:20) Valeria's origin story.

(6:14) On joining IBGC, its mission and focus: governance training, research, and regulatory work with CVM, B3, Congress, etc.

(9:03) On the 25th IBGC Annual Summit.

(11:11) On the state of ESG in Brazil.

(15:15) On boardroom diversity in Brazil (20% female representation in public companies).

(17:40) Geopolitics, and where Brazil stands between the U.S. and China.

(20:56) Innovation and AI in Brazil.

(24:44) On compliance and anti-corruption measures by boards in Brazil (post Lava Jato).

(29:17) On the future of corporate governance in Brazil and her vision for IBGC.

(32:52) The importance of board education and constant learning. On the issue of overboarding (new rule from Novo Mercado).

(35:53) Books that have greatly influenced her life:

  1. Feliz ano velho. By Marcelo Rubens Paiva (1982)
  2. Theory U. By Otto Scharmer (2007) 
  3. The Moment of Lift. By Melinda Gates (2019)

(36:54) Her mentors. 

  1. Her Dad.
  2. Pedro Melo
  3. Vicky Bloch.

(37:32) Quotes that she thinks of often or lives her life by.

(38:00) An unusual habit or absurd thing that he loves.

(38:32) The person she most admires.

Valeria Cafe is CEO of IBGC, the Brazilian Institute of Corporate Governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Valeria Café: Leading Governance Innovation in Brazil as IBGC CEO valeria cafe, Evan Epstein 00:40:04 Valeria Café is the CEO of the Brazilian Institute of Corporate Governance (IBGC), Brazil's foremost organization dedicated to promoting corporate governance excellence. Fresh off my keynote at IBGC’s 25th Annual Summit in São Paulo, Valeria and I explore her inspiring journey, the mission and impact of IBGC, and the key takeaways from the summit. We also unpack the latest governance trends shaping Brazil, including ESG, geopolitics, board dynamics, innovation, anti-corruption, and integrity challenges in the boardroom. Don't miss this insightful conversation on governance from one of Brazil’s most influential leaders. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Valeria Café is the CEO of the Brazilian Institute of Corporate Governance (IBGC), Brazil's foremost organization dedicated to promoting corporate governance excellence. Fresh off my keynote at IBGC’s 25th Annual Summit in São Paulo, Valeria and I explore her inspiring journey, the mission and impact of IBGC, and the key takeaways from the summit. We also unpack the latest governance trends shaping Brazil, including ESG, geopolitics, board dynamics, innovation, anti-corruption, and integrity challenges in the boardroom. Don't miss this insightful conversation on governance from one of Brazil’s most influential leaders. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. anti-corruption, overboarding, brazil, lava jato, 25th annual summit, brasil, institute brasileiro de governança corporativa, board training, china, ai, board education, ibgc, geopolitics, brazilian institute of corporate directors, esg, compliance, innovation false full 154 53ee7a6a-5b07-4eda-b8f8-bd4c52332cac Barry Lawson Williams: Addressing Board Refreshment—"the Most Pressing Issue in Corporate Governance Today" (0:00) Intro.

(1:26) About the podcast sponsor: The American College of Governance Counsel.

(2:13) Start of interview. 

(3:03) Barry's origin story.

(7:00) Barry's board journey.

(9:39) On distinctions between serving on public and private company boards: "you have the same fiduciary duties."

(11:57) Evolution of boards in the last 30-40 years: "they have evolved for the better, but I don't think they've evolved enough." On board refreshment. On "non-traditional candidates" to boards.

(15:52) About his Bay area Black Directors Succession Project (2015-2016) *Reference to the Black Directors' Conference.

(18:40) About his Black Corporate Directors Time Capsule Project (2020)

(19:51) About his Black Directors Video Archive Project (Current)

(23:18) On board committee work. "As a new director, you ought to start in the audit committee."

(26:44) On the Black Corporate Board Readiness (BCBR) Program at SCU, and its endowment under his name.

(31:34) On the impact in California of SB-826 and AB-979. "I'm not a quota mandate person... but it worked." "I think we need to emphasize the business case for diversity."

(37:20) On the backlash against ESG and DEI. "Two requests for Silicon Valley: to create interactive databases 1) aggregating all diverse board candidates, and 2) Dates/schedule of openings of board seats." *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(45:54) Books that have greatly influenced his life

  1. Cry, the Beloved Country. By Alan Paton (1948)
  2. Citizen Creek. By Lalita Tademy (2014) *his wife
  3. James. By Percival Everett (2024)

(49:12) His mentors. 

  1. Colin Powell and Vernon Jordan.
  2. George Schultz (at Bechtell, "start out with an executive summary, be brief")
  3. Franklin Williams

(50:15) Quotes that he thinks of often or lives her life by.

  1. Nelson Mandela: "I never fail. I either win or learn."
  2. Vernon Jordan: "I'm here because I stand on many, many shoulders."
  3. Yogi Berra: "When you come to the fork in the road, take it."

(50:58) An unusual habit or absurd thing that he loves: "Win the Day List"

(52:08) The person he most admires.

Barry Lawson Williams is a retired director who has served on the boards of 14 public companies. Since 2012, Barry has dedicated himself to promoting diversity in corporate boardrooms and mentoring Black professionals. Widely regarded as an icon in the Black corporate board community, he has led several impactful board-related projects.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 14 Oct 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Barry Lawson Williams, Evan Epstein) https://boardroom-governance.com/episodes/barry-lawson-williams-eb5L_VCC (0:00) Intro.

(1:26) About the podcast sponsor: The American College of Governance Counsel.

(2:13) Start of interview. 

(3:03) Barry's origin story.

(7:00) Barry's board journey.

(9:39) On distinctions between serving on public and private company boards: "you have the same fiduciary duties."

(11:57) Evolution of boards in the last 30-40 years: "they have evolved for the better, but I don't think they've evolved enough." On board refreshment. On "non-traditional candidates" to boards.

(15:52) About his Bay area Black Directors Succession Project (2015-2016) *Reference to the Black Directors' Conference.

(18:40) About his Black Corporate Directors Time Capsule Project (2020)

(19:51) About his Black Directors Video Archive Project (Current)

(23:18) On board committee work. "As a new director, you ought to start in the audit committee."

(26:44) On the Black Corporate Board Readiness (BCBR) Program at SCU, and its endowment under his name.

(31:34) On the impact in California of SB-826 and AB-979. "I'm not a quota mandate person... but it worked." "I think we need to emphasize the business case for diversity."

(37:20) On the backlash against ESG and DEI. "Two requests for Silicon Valley: to create interactive databases 1) aggregating all diverse board candidates, and 2) Dates/schedule of openings of board seats." *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(45:54) Books that have greatly influenced his life

  1. Cry, the Beloved Country. By Alan Paton (1948)
  2. Citizen Creek. By Lalita Tademy (2014) *his wife
  3. James. By Percival Everett (2024)

(49:12) His mentors. 

  1. Colin Powell and Vernon Jordan.
  2. George Schultz (at Bechtell, "start out with an executive summary, be brief")
  3. Franklin Williams

(50:15) Quotes that he thinks of often or lives her life by.

  1. Nelson Mandela: "I never fail. I either win or learn."
  2. Vernon Jordan: "I'm here because I stand on many, many shoulders."
  3. Yogi Berra: "When you come to the fork in the road, take it."

(50:58) An unusual habit or absurd thing that he loves: "Win the Day List"

(52:08) The person he most admires.

Barry Lawson Williams is a retired director who has served on the boards of 14 public companies. Since 2012, Barry has dedicated himself to promoting diversity in corporate boardrooms and mentoring Black professionals. Widely regarded as an icon in the Black corporate board community, he has led several impactful board-related projects.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Barry Lawson Williams: Addressing Board Refreshment—"the Most Pressing Issue in Corporate Governance Today" Barry Lawson Williams, Evan Epstein 00:54:13 Barry Lawson Williams is a retired director who has served on the boards of 14 public companies. Since 2012, Barry has dedicated himself to promoting diversity in corporate boardrooms and mentoring Black professionals. Widely regarded as an icon in the Black corporate board community, he has led several impactful board-related projects. Our conversation explores his journey through corporate boards, his significant board-related projects, and his insights on board committee work. We also discuss the origin and evolution of the BCBR Program at Santa Clara University, the impact of California's board diversity laws, and the challenges of navigating the current political landscape. Ultimately, we address what he considers the most pressing issue in corporate governance today: board refreshment. Barry Lawson Williams is a retired director who has served on the boards of 14 public companies. Since 2012, Barry has dedicated himself to promoting diversity in corporate boardrooms and mentoring Black professionals. Widely regarded as an icon in the Black corporate board community, he has led several impactful board-related projects. Our conversation explores his journey through corporate boards, his significant board-related projects, and his insights on board committee work. We also discuss the origin and evolution of the BCBR Program at Santa Clara University, the impact of California's board diversity laws, and the challenges of navigating the current political landscape. Ultimately, we address what he considers the most pressing issue in corporate governance today: board refreshment. corporate governance, boards, ab-979, board refreshment, board dynamics, bcbr, black corporate board readiness program, board succession, sb-826, board committees, dei, backlash, esg, santa clara university, boardroom diversity false full 153 7f5c8253-be58-465d-bc65-e376a67ff6d6 Boardroom Diversity and the Black Corporate Board Readiness Program (0:00) Intro.

(1:25) About the podcast sponsor: The American College of Governance Counsel.

(2:11) Start of interview. 

(2:56) Zain Oke's origin story.

(5:08) Dianna Jones's origin story.

(8:25) Dennis Lanham's origin story.

(12:00) How executive education works (as opposed to degree conferring programs)

(14:22) On the origin and mission of the Black Corporate Board Readiness (BCBR) program at Santa Clara University.

(17:41) On the role of community and mentorship at BCBR.

(22:11) On lawyers serving on corporate boards.

(30:50) On the legal challenges to SB-826 and AB-979 in California (board diversity laws).

(40:00) On the politicization of the boardroom and the push back on ESG and DEI.

(51:23) Recommendations for executives seeking to join their first board, and for boards considering diverse candidates.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 7 Oct 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Dennis Lanham, Dianna Jones, Zain Oke, Evan Epstein) https://boardroom-governance.com/episodes/bcbr-GWTZ3J9R (0:00) Intro.

(1:25) About the podcast sponsor: The American College of Governance Counsel.

(2:11) Start of interview. 

(2:56) Zain Oke's origin story.

(5:08) Dianna Jones's origin story.

(8:25) Dennis Lanham's origin story.

(12:00) How executive education works (as opposed to degree conferring programs)

(14:22) On the origin and mission of the Black Corporate Board Readiness (BCBR) program at Santa Clara University.

(17:41) On the role of community and mentorship at BCBR.

(22:11) On lawyers serving on corporate boards.

(30:50) On the legal challenges to SB-826 and AB-979 in California (board diversity laws).

(40:00) On the politicization of the boardroom and the push back on ESG and DEI.

(51:23) Recommendations for executives seeking to join their first board, and for boards considering diverse candidates.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Boardroom Diversity and the Black Corporate Board Readiness Program Dennis Lanham, Dianna Jones, Zain Oke, Evan Epstein 00:57:08 This episode features Dennis Lanham—the Sr Assistant Dean of Exec Ed and Executive Director of the Silicon Valley Executive Center at Santa Clara University—and BCBR alumni Zain Oke, Vice President at AAA and board member, and Dianna Jones, Director of Legal Compliance at Uber and board member. We dive into the origins, mission, and focus of the Black Corporate Board Readiness (BCBR) program at Santa Clara University, exploring the progress it has made and the challenges Black board directors face in today's corporate climate. Our discussion covers the evolution of board diversity, including the impact of California's SB-826 and AB-979 legislation. We also navigate the complexities of ESG (Environmental, Social, and Governance) and DEI (Diversity, Equity, and Inclusion) challenges, offering valuable recommendations for executives considering joining corporate boards. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. This episode features Dennis Lanham—the Sr Assistant Dean of Exec Ed and Executive Director of the Silicon Valley Executive Center at Santa Clara University—and BCBR alumni Zain Oke, Vice President at AAA and board member, and Dianna Jones, Director of Legal Compliance at Uber and board member. We dive into the origins, mission, and focus of the Black Corporate Board Readiness (BCBR) program at Santa Clara University, exploring the progress it has made and the challenges Black board directors face in today's corporate climate. Our discussion covers the evolution of board diversity, including the impact of California's SB-826 and AB-979 legislation. We also navigate the complexities of ESG (Environmental, Social, and Governance) and DEI (Diversity, Equity, and Inclusion) challenges, offering valuable recommendations for executives considering joining corporate boards. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. leavey school of business, ab-979, bcbr, black corporate board readiness, board training, executive education, lawyers on boards, sb-826, dei, uber, environmental social governance, diversity equity & inclusion, esg, santa clara university, boardroom diversity false full 152 08a57027-a074-41a6-8af8-538a0a25b474 Maggie Wilderotter: Strategic Oversight and the Attributes of Great Directors (0:00) Intro.

(1:30) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. 

(3:05) Maggie's origin story.

(7:08) Maggie's board career. Reference to HBS case study on her. On staying on boards between 8-12 years to remain independent.

(10:19) On distinctions between serving on public and private company boards. The role of directors in each. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(13:37) On PE-backed company governance.

(14:58) Debate on staying private vs going public.

(18:07) On creating her own board bootcamps for women and minorities, and placing directors on boards. "She's trained ~750 people: over 70% have been placed on their first board"

(21:49) On the evolution of boardroom diversity. Getting into the nomination-governance committee.

(24:21) On board leadership as chair of the board and/or other committees. "As a board chair, I'm a facilitator, not a dictator."

(28:04) On the board's role in strategy: 1) oversight, 2) insight, and 3) foresight (3-5 year increments). 

(30:37) Costco's strategy (including details on its famous $5 rotisserie chicken). Legacy of Charlie Munger.

(36:30) On attributes of great directors: "They're great listeners and learners. In addition to participants, they know when to lean back and they know when to lean in. They ask questions versus making statements. They spend time outside the boardroom with senior leaders and with other board members to get to get to know them."

(38:30) On stepping up as a CEO at Docusign, and dealing with its leadership transition.

(41:30) Increasing importance of transparency, and explaining "the why" to stakeholder and stockholders.

(42:37) Books that she enjoys.

(42:53) Her mentors. 

(43:36) Quotes that she thinks of often or lives her life by.

(44:18) An unusual habit or absurd thing that she loves.

(46:26) The person she most admires.

Maggie Wilderotter is a seasoned executive and board member with extensive experience leading both Fortune 500 companies and startups. She currently serves on the boards of Fortinet, Costco, and Sana Biotechnology, and she is the Chairwoman of DocuSign. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 30 Sep 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Maggie Wilderotter, Evan Epstein) https://boardroom-governance.com/episodes/maggie-wilderotter-3VwrEzF7 (0:00) Intro.

(1:30) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. 

(3:05) Maggie's origin story.

(7:08) Maggie's board career. Reference to HBS case study on her. On staying on boards between 8-12 years to remain independent.

(10:19) On distinctions between serving on public and private company boards. The role of directors in each. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(13:37) On PE-backed company governance.

(14:58) Debate on staying private vs going public.

(18:07) On creating her own board bootcamps for women and minorities, and placing directors on boards. "She's trained ~750 people: over 70% have been placed on their first board"

(21:49) On the evolution of boardroom diversity. Getting into the nomination-governance committee.

(24:21) On board leadership as chair of the board and/or other committees. "As a board chair, I'm a facilitator, not a dictator."

(28:04) On the board's role in strategy: 1) oversight, 2) insight, and 3) foresight (3-5 year increments). 

(30:37) Costco's strategy (including details on its famous $5 rotisserie chicken). Legacy of Charlie Munger.

(36:30) On attributes of great directors: "They're great listeners and learners. In addition to participants, they know when to lean back and they know when to lean in. They ask questions versus making statements. They spend time outside the boardroom with senior leaders and with other board members to get to get to know them."

(38:30) On stepping up as a CEO at Docusign, and dealing with its leadership transition.

(41:30) Increasing importance of transparency, and explaining "the why" to stakeholder and stockholders.

(42:37) Books that she enjoys.

(42:53) Her mentors. 

(43:36) Quotes that she thinks of often or lives her life by.

(44:18) An unusual habit or absurd thing that she loves.

(46:26) The person she most admires.

Maggie Wilderotter is a seasoned executive and board member with extensive experience leading both Fortune 500 companies and startups. She currently serves on the boards of Fortinet, Costco, and Sana Biotechnology, and she is the Chairwoman of DocuSign. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Maggie Wilderotter: Strategic Oversight and the Attributes of Great Directors Maggie Wilderotter, Evan Epstein 00:48:25 Maggie Wilderotter is a seasoned executive and board member with extensive experience leading both Fortune 500 companies and startups. She currently serves on the boards of Fortinet, Costco, and Sana Biotechnology, and she is the Chairwoman of DocuSign. She has held significant leadership roles, including serving as the CEO of Frontier Communications from 2004 to 2015. Impressively, she has served on 56 corporate boards—36 public and 20 private companies—and acts as a senior advisor to many private equity and venture capital-backed companies and firms. In our discussion, we talk about her remarkable board career, explore the differences between serving on public and private companies, and gain her insights on boardroom leadership. We also address topics like boardroom education, strategic oversight, and the attributes of great directors. Stay tuned for an enlightening conversation with one of the most experienced directors in corporate America. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Maggie Wilderotter is a seasoned executive and board member with extensive experience leading both Fortune 500 companies and startups. She currently serves on the boards of Fortinet, Costco, and Sana Biotechnology, and she is the Chairwoman of DocuSign. She has held significant leadership roles, including serving as the CEO of Frontier Communications from 2004 to 2015. Impressively, she has served on 56 corporate boards—36 public and 20 private companies—and acts as a senior advisor to many private equity and venture capital-backed companies and firms. In our discussion, we talk about her remarkable board career, explore the differences between serving on public and private companies, and gain her insights on boardroom leadership. We also address topics like boardroom education, strategic oversight, and the attributes of great directors. Stay tuned for an enlightening conversation with one of the most experienced directors in corporate America. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. corporate boards, costco, oversight, private equity, boards, chairwoman, strategy, chairman, staying private vs going public, board leadership, board independence, telecom, venture capital, insight, ceo succession, technology, foresight, ceo, docusign, boardroom diversity false full 151 b609f69a-3ada-4072-9be5-208ce16a01d8 Peter Gleason: CEO of NACD on 2024 Board Practices and Oversight Surveys – Trends and Takeaways (0:00) Intro.

(1:23) About the podcast sponsor: The American College of Governance Counsel.

(2:10) Start of interview. *Reference to prior episode with Peter (E83 from Jan 2023).

(3:00) NACD Surveys on Board Practices and Oversight: Private Company Results and Public Company Results.

(3:44) 1/ On Technology Oversight: "We are seeing boards go after technology, not necessarily expertise, but experience."

(11:16) 2/ On CEO Succession Planning. "Succession is always a challenge at companies, especially with founder CEOs."

(14:37) 3/ On Board Leadership Succession Planning. "Governance is more art than science, it depends on the board."

(20:26) 4/ On Board Reporting. Reference to paper on Netflix Governance by Larcker and Tayan (2018). 

(23:43) NACD's BRC Report on Culture as the Foundation. *Reference to episode with Sonita Lontoh (June 2024).

(25:23) NACD's BRC Report on Technology Oversight. *Reference to episode with Nora Denzel (Oct 2022).

(32:12) On Cybersecurity concerns for boards and directors.

(33:56) On AI concerns for boards and directors.

(35:27) On trend of alternative corporate structures used by new AI companies including public benefit corporations.

(41:41) On the upcoming NACD Directors Summit Oct 6-9, 2024, in Washington, DC. *My reference to keynoting the 25th IBGC Summit in Brazil.

(46:35) On geopolitics and the increasing politicization of the boardroom.

Peter Gleason has been the CEO of NACD since 2017.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Sep 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Peter Gleason, Evan Epstein) https://boardroom-governance.com/episodes/peter-gleason-ii-44zP2epJ (0:00) Intro.

(1:23) About the podcast sponsor: The American College of Governance Counsel.

(2:10) Start of interview. *Reference to prior episode with Peter (E83 from Jan 2023).

(3:00) NACD Surveys on Board Practices and Oversight: Private Company Results and Public Company Results.

(3:44) 1/ On Technology Oversight: "We are seeing boards go after technology, not necessarily expertise, but experience."

(11:16) 2/ On CEO Succession Planning. "Succession is always a challenge at companies, especially with founder CEOs."

(14:37) 3/ On Board Leadership Succession Planning. "Governance is more art than science, it depends on the board."

(20:26) 4/ On Board Reporting. Reference to paper on Netflix Governance by Larcker and Tayan (2018). 

(23:43) NACD's BRC Report on Culture as the Foundation. *Reference to episode with Sonita Lontoh (June 2024).

(25:23) NACD's BRC Report on Technology Oversight. *Reference to episode with Nora Denzel (Oct 2022).

(32:12) On Cybersecurity concerns for boards and directors.

(33:56) On AI concerns for boards and directors.

(35:27) On trend of alternative corporate structures used by new AI companies including public benefit corporations.

(41:41) On the upcoming NACD Directors Summit Oct 6-9, 2024, in Washington, DC. *My reference to keynoting the 25th IBGC Summit in Brazil.

(46:35) On geopolitics and the increasing politicization of the boardroom.

Peter Gleason has been the CEO of NACD since 2017.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Peter Gleason: CEO of NACD on 2024 Board Practices and Oversight Surveys – Trends and Takeaways Peter Gleason, Evan Epstein 00:51:10 Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD). In this podcast, we talk about the results of board practices and oversight surveys conducted by NACD on technology oversight, CEO succession planning, board leadership succession, and board reporting. We also discuss some of NACD’s Blue Ribbon Commission Reports on culture as the foundation (2023), and technology oversight (2024). We then address the upcoming NACD Annual Summit in Washington DC, and navigating geopolitical and increased politicization in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD). In this podcast, we talk about the results of board practices and oversight surveys conducted by NACD on technology oversight, CEO succession planning, board leadership succession, and board reporting. We also discuss some of NACD’s Blue Ribbon Commission Reports on culture as the foundation (2023), and technology oversight (2024). We then address the upcoming NACD Annual Summit in Washington DC, and navigating geopolitical and increased politicization in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. public benefit corporations, oversight, boards, artificial intelligence, board reporting, technology oversight, openai, nacd, china, national association of corporate directors, politicization of the boardroom, accountability, ai, ceo succesion, board leadership succession, nacd directors summit, surveys, pbcs, ibgc, survey on board practices and oversight, culture, cybersecurity, geopolitics false full 150 996d6bd0-51e7-4b13-89a7-867648fac09f Cedric Bru: CEO of Taulia (now part of SAP) on Boardroom Dynamics and the Value of Teamwork (0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. 

(2:24) Cedric's origin story.

(4:30) U.S. talent management insights (cultural differences with other countries): current merit.

(6:00) On his management career with HP, Visa, and Syncada from Visa (a joint venture between Visa and U.S. Bank).

(8:13) His transition to Taulia, a venture-backed company, in 2013.

(11:04) On managing board dynamics as CEO and Chair of Taulia as a venture-backed company. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(15:20) The role of the Chair, and challenges of managing a large board, even when the business is thriving.  "[It is] important to have a couple of directors that can anchor the entire group in addition to the chairman or the CEO."

(17:32) The exit strategy behind the acquisition of Taulia by SAP in 2022 and the business of Taulia and Supply Chain Management. "[I]t's all about free cash flows and moving liquidity across the economy." "Cultural fit is one of the number one success indicators of an M&A transaction." "I think someone will write a book at some point about this M&A transaction because it has been successful on all fronts." "Taulia is managed independently and autonomously, which is not maybe a standard setup."

(23:28) On transitioning from a VC-backed board to a board of a fully-owned subsidiary of SAP. Going from private to public: "[T]he first advantage is that we don't have to do capital raise anymore if we wanted to invest in some areas. If we need some capital, we have access to a line of credit that SAP can provide." "If I was spending 20% of my time on investors, capital raise, and so forth in the the past. Now I spend 20% with SAP executives, regional presidents, to make sure that we can sell Taulia to as many clients as possible."

(28:56) Decision-making on exit strategies for Taulia (and in general): i.e. IPOs, SPACs, M&A, and PE.

(33:50) The impact of AI in business.

(37:14) On managing geopolitical risks. "Two angles: 1) customers, and 2) compliance, law, and governance."

(40:53) On the current economic landscape. "The number of M&A transactions is actually picking up, especially with companies that have a good bottom line." "I think that the best companies have built agility in their financial architecture to really adjust their business profile based on what the market can cope with."

(44:48) On director education for board members, particularly venture-backed companies. "I would encourage VCs to recommend [not mandate] their [portfolio] CEOs to go through a training about governance, how to manage a board, how to make the board evolve, how to recruit board members, how to interview board members."

(45:39) Books that have greatly influenced his life: 

  1. Tribal Leadership, by Dave Logan, John King, Halee Fischer-Wright (2008)
  2. Good to Great, by Jim Collins (2001)
  3. Sports magazines and newspapers

(46:13) His mentors. 

(47:37) Quotes that he thinks of often or lives her life by.

(50:15) An unusual habit or absurd thing that he loves: cold plunges.

(53:13) The person he most admires.

Cedric Bru is CEO of Taulia, a fintech provider of working capital management solutions. In March of 2022, Taulia became part of SAP. Before Taulia, Cedric served as Global Head of Sales, Marketing, and Business Development at Syncada from Visa. Cedric has over two decades of experience in financial services and software industries, including positions at Visa and Hewlett-Packard.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 9 Sep 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Cedric Bru, Evan Epstein) https://boardroom-governance.com/episodes/cedric-bru-7oj1BInZ (0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. 

(2:24) Cedric's origin story.

(4:30) U.S. talent management insights (cultural differences with other countries): current merit.

(6:00) On his management career with HP, Visa, and Syncada from Visa (a joint venture between Visa and U.S. Bank).

(8:13) His transition to Taulia, a venture-backed company, in 2013.

(11:04) On managing board dynamics as CEO and Chair of Taulia as a venture-backed company. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(15:20) The role of the Chair, and challenges of managing a large board, even when the business is thriving.  "[It is] important to have a couple of directors that can anchor the entire group in addition to the chairman or the CEO."

(17:32) The exit strategy behind the acquisition of Taulia by SAP in 2022 and the business of Taulia and Supply Chain Management. "[I]t's all about free cash flows and moving liquidity across the economy." "Cultural fit is one of the number one success indicators of an M&A transaction." "I think someone will write a book at some point about this M&A transaction because it has been successful on all fronts." "Taulia is managed independently and autonomously, which is not maybe a standard setup."

(23:28) On transitioning from a VC-backed board to a board of a fully-owned subsidiary of SAP. Going from private to public: "[T]he first advantage is that we don't have to do capital raise anymore if we wanted to invest in some areas. If we need some capital, we have access to a line of credit that SAP can provide." "If I was spending 20% of my time on investors, capital raise, and so forth in the the past. Now I spend 20% with SAP executives, regional presidents, to make sure that we can sell Taulia to as many clients as possible."

(28:56) Decision-making on exit strategies for Taulia (and in general): i.e. IPOs, SPACs, M&A, and PE.

(33:50) The impact of AI in business.

(37:14) On managing geopolitical risks. "Two angles: 1) customers, and 2) compliance, law, and governance."

(40:53) On the current economic landscape. "The number of M&A transactions is actually picking up, especially with companies that have a good bottom line." "I think that the best companies have built agility in their financial architecture to really adjust their business profile based on what the market can cope with."

(44:48) On director education for board members, particularly venture-backed companies. "I would encourage VCs to recommend [not mandate] their [portfolio] CEOs to go through a training about governance, how to manage a board, how to make the board evolve, how to recruit board members, how to interview board members."

(45:39) Books that have greatly influenced his life: 

  1. Tribal Leadership, by Dave Logan, John King, Halee Fischer-Wright (2008)
  2. Good to Great, by Jim Collins (2001)
  3. Sports magazines and newspapers

(46:13) His mentors. 

(47:37) Quotes that he thinks of often or lives her life by.

(50:15) An unusual habit or absurd thing that he loves: cold plunges.

(53:13) The person he most admires.

Cedric Bru is CEO of Taulia, a fintech provider of working capital management solutions. In March of 2022, Taulia became part of SAP. Before Taulia, Cedric served as Global Head of Sales, Marketing, and Business Development at Syncada from Visa. Cedric has over two decades of experience in financial services and software industries, including positions at Visa and Hewlett-Packard.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Cedric Bru: CEO of Taulia (now part of SAP) on Boardroom Dynamics and the Value of Teamwork Cedric Bru, Evan Epstein 00:57:11 Cedric Bru is CEO of Taulia, a fintech provider of working capital management solutions headquartered in SF, CA. In March of 2022, Taulia became part of SAP. We talk about his management and board journey, from large tech companies to startups, and the exit strategy behind the acquisition of Taulia by SAP. We also dive into boardroom dynamics, the impact of AI in business, geopolitics, and the current economic landscape. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Cedric Bru is CEO of Taulia, a fintech provider of working capital management solutions headquartered in SF, CA. In March of 2022, Taulia became part of SAP. We talk about his management and board journey, from large tech companies to startups, and the exit strategy behind the acquisition of Taulia by SAP. We also dive into boardroom dynamics, the impact of AI in business, geopolitics, and the current economic landscape. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. payments, startups, taulia, board training, ipos, ai, sap, mergers and acquisitions, spacs, supply chain finance, m&a, vc, finance, talent management, geopolitics, silicon valley false full 149 af8ed998-452d-4c80-8396-faa14a058395 Yvonne Wassenaar: On Boardroom Dynamics and Trends from Silicon Valley (0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. *Reference to E137 with Coco Brown (CEO of Athena Alliance).

(2:47) Yvonne's origin story.

(5:49) Her executive career starting with Accenture, and later with VMware, New Relic, and CEO of Airware and Puppet.

(9:03) On her board journey. Distinctions between private and public company service. Plus non-profits.

(17:43) Explaining board composition and dynamics in VC-backed companies.

(23:23) Explaining board composition and dynamics in PE-backed companies. "It's much more straightforward, structured, and contained."

(27:39) On the 'Stay Private vs Go Public' debate and other considerations on private markets.

(34:29) On the AI boom and how to think about it from a board's perspective: "how do you experiment and lean in without committing?"

(39:06) On the increasing relevance of cybersecurity in the age of digitization. "Cyber attacks are like earthquakes in California. They're going to happen."

(42:33) On geopolitics and the boardroom. "How you think about it really depends on what type of company you're in, how big it is, and what you're trying to achieve."

(45:40) How to think about the ESG landscape.

(49:56) Podcasts that she regularly listens to: 

  1. Boardroom Governance with Evan Epstein :)
  2. The Economist Podcasts
  3. Grit Podcast with Joubin Mirzadegan
  4. Acquired Podcast

(52:03) Her mentors and sponsors. 

  1. Carl Eschenbach 
  2. John Chambers

(54:44) Quotes that she thinks of often or lives her life by: "Be the change you want to see in the world" by Mahatma Gandhi,

(55:15) An unusual habit or absurd thing that she loves: misting plants.

(56:35) The living person she most admires: MacKenzie Scott.

Yvonne Wassenaar is a seasoned Silicon Valley C-level executive and board member with experience across public, private equity-backed, and venture-backed companies. She currently serves on the boards of Forrester, Rubrik, Arista Networks, JFrog, Alation, Braze, and InfoBlox. She also serves on the boards of Harvey Mudd College and UCLA Anderson's Easton Technology Management Center.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 2 Sep 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Yvonne Wassenaar, Evan Epstein) https://boardroom-governance.com/episodes/yvonne-wassenaar-Ny51rbV7 (0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. *Reference to E137 with Coco Brown (CEO of Athena Alliance).

(2:47) Yvonne's origin story.

(5:49) Her executive career starting with Accenture, and later with VMware, New Relic, and CEO of Airware and Puppet.

(9:03) On her board journey. Distinctions between private and public company service. Plus non-profits.

(17:43) Explaining board composition and dynamics in VC-backed companies.

(23:23) Explaining board composition and dynamics in PE-backed companies. "It's much more straightforward, structured, and contained."

(27:39) On the 'Stay Private vs Go Public' debate and other considerations on private markets.

(34:29) On the AI boom and how to think about it from a board's perspective: "how do you experiment and lean in without committing?"

(39:06) On the increasing relevance of cybersecurity in the age of digitization. "Cyber attacks are like earthquakes in California. They're going to happen."

(42:33) On geopolitics and the boardroom. "How you think about it really depends on what type of company you're in, how big it is, and what you're trying to achieve."

(45:40) How to think about the ESG landscape.

(49:56) Podcasts that she regularly listens to: 

  1. Boardroom Governance with Evan Epstein :)
  2. The Economist Podcasts
  3. Grit Podcast with Joubin Mirzadegan
  4. Acquired Podcast

(52:03) Her mentors and sponsors. 

  1. Carl Eschenbach 
  2. John Chambers

(54:44) Quotes that she thinks of often or lives her life by: "Be the change you want to see in the world" by Mahatma Gandhi,

(55:15) An unusual habit or absurd thing that she loves: misting plants.

(56:35) The living person she most admires: MacKenzie Scott.

Yvonne Wassenaar is a seasoned Silicon Valley C-level executive and board member with experience across public, private equity-backed, and venture-backed companies. She currently serves on the boards of Forrester, Rubrik, Arista Networks, JFrog, Alation, Braze, and InfoBlox. She also serves on the boards of Harvey Mudd College and UCLA Anderson's Easton Technology Management Center.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Yvonne Wassenaar: On Boardroom Dynamics and Trends from Silicon Valley Yvonne Wassenaar, Evan Epstein 00:59:05 In this episode, I sit down with Yvonne Wassenaar, a seasoned Silicon Valley C-level executive and board member with experience across public, private equity-backed, and venture-backed companies. She currently serves on the boards of Forrester, Rubrik, Arista Networks, JFrog, Alation, Braze, and InfoBlox. She also serves on the boards of Harvey Mudd College and UCLA Anderson's Easton Technology Management Center. Our conversation dives into her executive career and board journey, explores the dynamics of different types of boards, and tackles the pressing 'stay private vs. go public' debate. We also dive into the AI boom, cybersecurity in an increasingly digital world, the impact of geopolitics, and the evolving landscape of ESG. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. In this episode, I sit down with Yvonne Wassenaar, a seasoned Silicon Valley C-level executive and board member with experience across public, private equity-backed, and venture-backed companies. She currently serves on the boards of Forrester, Rubrik, Arista Networks, JFrog, Alation, Braze, and InfoBlox. She also serves on the boards of Harvey Mudd College and UCLA Anderson's Easton Technology Management Center. Our conversation dives into her executive career and board journey, explores the dynamics of different types of boards, and tackles the pressing 'stay private vs. go public' debate. We also dive into the AI boom, cybersecurity in an increasingly digital world, the impact of geopolitics, and the evolving landscape of ESG. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. private markets, boardroom governance, private equity, startups, harvey mudd college, venture capital, ucla, compensation, ai, public companies, sec, cybersecurity, ipo, geopolitics, silicon valley false full 148 3cfb4669-a747-4bbf-ac50-b4ec9e705895 Javier Saade: From Capital Formation to Governance, plus his Top of the Game (0:00) Intro.

(1:15) About the podcast sponsor: The American College of Governance Counsel.

(2:02) Start of interview. 

(2:49) Javier's origin story.

(4:31) The blurring lines between VC and PE. Cross-over investors, growth equity investors, and other "alternative" financing.

(9:01) On the capital formation cycle. Impact of interest-rates in capital allocation. The VC power law. New VC vehicles.

(16:00) On the rise of cross-over investors ("starting somewhere between 2013 and 2016: rise of strategic capital")

(19:34) On the rise of AI (boom and bubble): 1) algorithmic capability, 2) computing power, and 3) availability of data.

(23:06) The cases of Nvidia and Google. The analogy to the 1990s (investing in infrastructure) and increasing antitrust scrutiny.

(28:43) Explaining role and function of the Small Business Administration (SBA). SBIC, and SBIR & STTR. Industrial Policy and impact of geopolitics (ie. China).

(40:47) On his board journey and role of corporate directors.

(43:36) On "shareholder push and pull": role of institutional investors and "passive" investors. *Reference to E118 with Professor John Coates on The Problem of Twelve.

(50:18) His take on boardroom diversity. *Reference to the Latino Corporate Director Association (LCDA).

(55:06) On his podcast Top of the Game.

(56:30) Books that have greatly influenced his life: 

  1. The Road Less Traveled, by M. Scott Peck (1978)
  2. Guns, Germs, and Steel by Jared Diamond (1997)
  3. The Wealth of Nations, by Adam Smith (1776)
  4. The Founding Fathers, by K.M. Kostyal (2012)

(56:49) His mentors. 

(57:42) Quotes that he thinks of often or lives her life by: "Deal with it"

(57:53) An unusual habit or absurd thing that he loves.

(58:11) The living person he most admires.

Javier Saade is Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer, Operating Partner at Presidio Investors, Chairman of the Board at GP Funding, Inc., Board Member of VCheck and Global Tech Acquisition Corp. (NASDAQ: GTAC), CNBC Contributor, Executive Fellow at Harvard Business School, and host of the podcast Top of the Game.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 26 Aug 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Javier Saade, Evan Epstein) https://boardroom-governance.com/episodes/javier-saade-ULbhajmo (0:00) Intro.

(1:15) About the podcast sponsor: The American College of Governance Counsel.

(2:02) Start of interview. 

(2:49) Javier's origin story.

(4:31) The blurring lines between VC and PE. Cross-over investors, growth equity investors, and other "alternative" financing.

(9:01) On the capital formation cycle. Impact of interest-rates in capital allocation. The VC power law. New VC vehicles.

(16:00) On the rise of cross-over investors ("starting somewhere between 2013 and 2016: rise of strategic capital")

(19:34) On the rise of AI (boom and bubble): 1) algorithmic capability, 2) computing power, and 3) availability of data.

(23:06) The cases of Nvidia and Google. The analogy to the 1990s (investing in infrastructure) and increasing antitrust scrutiny.

(28:43) Explaining role and function of the Small Business Administration (SBA). SBIC, and SBIR & STTR. Industrial Policy and impact of geopolitics (ie. China).

(40:47) On his board journey and role of corporate directors.

(43:36) On "shareholder push and pull": role of institutional investors and "passive" investors. *Reference to E118 with Professor John Coates on The Problem of Twelve.

(50:18) His take on boardroom diversity. *Reference to the Latino Corporate Director Association (LCDA).

(55:06) On his podcast Top of the Game.

(56:30) Books that have greatly influenced his life: 

  1. The Road Less Traveled, by M. Scott Peck (1978)
  2. Guns, Germs, and Steel by Jared Diamond (1997)
  3. The Wealth of Nations, by Adam Smith (1776)
  4. The Founding Fathers, by K.M. Kostyal (2012)

(56:49) His mentors. 

(57:42) Quotes that he thinks of often or lives her life by: "Deal with it"

(57:53) An unusual habit or absurd thing that he loves.

(58:11) The living person he most admires.

Javier Saade is Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer, Operating Partner at Presidio Investors, Chairman of the Board at GP Funding, Inc., Board Member of VCheck and Global Tech Acquisition Corp. (NASDAQ: GTAC), CNBC Contributor, Executive Fellow at Harvard Business School, and host of the podcast Top of the Game.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Javier Saade: From Capital Formation to Governance, plus his Top of the Game Javier Saade, Evan Epstein 01:00:17 Javier Saade is Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer, Operating Partner at Presidio Investors, Chairman of the Board at GP Funding, Inc., Board Member of VCheck and Global Tech Acquisition Corp. (NASDAQ: GTAC), CNBC Contributor, Executive Fellow at Harvard Business School, and host of the podcast Top of the Game. Our conversation covers a wide range of topics, from capital formation to IPOs, with a focus on the critical role played by capital allocators like venture capitalists and private equity investors. We also explore the current AI boom and its potential bubble, the impact of the Small Business Administration, industrial policies, and the vital importance of board diversity. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Javier Saade is Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer, Operating Partner at Presidio Investors, Chairman of the Board at GP Funding, Inc., Board Member of VCheck and Global Tech Acquisition Corp. (NASDAQ: GTAC), CNBC Contributor, Executive Fellow at Harvard Business School, and host of the podcast Top of the Game. Our conversation covers a wide range of topics, from capital formation to IPOs, with a focus on the critical role played by capital allocators like venture capitalists and private equity investors. We also explore the current AI boom and its potential bubble, the impact of the Small Business Administration, industrial policies, and the vital importance of board diversity. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. fenway ventures, lcda, corporate governance, institutional investors, private equity, boards, presidio investors, gp funding, top of the game, boom, podcast, venture capital, small business administration, bust, capital formation, latino corporate director association, ai, sba, vc, cross-over investors false full 147 379e889c-534a-4070-ab54-7464f90096f0 Carol Hansell: Insights on Modern Governance (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview. 

(2:30) Carol's origin story.

(4:34) Evolution of corporate governance in Canada since the late 1980s. 

(5:51) The origin and focus of her firm Hansell McLaughlin Advisory Group, based in Canada.

(10:13) On her personal board career and the benefits of lawyers serving on boards.

(14:20) Best practices for board evaluations and distinctions between board education in Canada and the U.S.

(18:57) The rise and influence of large institutional investors in corporate governance.

(22:00) Shareholder activism in Canada.

(24:25) On the state of ESG in Canada. 

(30:03) On addressing board diversity.

(37:01) Impact of geopolitics and national security in the boardroom.

(39:45) Impact of AI in the boardroom. "It's top of mind for everybody."

(41:29) Impact of cybersecurity and talent management in the boardroom. Oil and gas directors in boards of banks?

(44:01) Books that have greatly influenced her life: biographies (people that have stood up to authority).

(44:48) Her mentors. 

(45:50) Quotes that she thinks of often or lives her life by: "A man's reach must exceed his grasp, or what's the heaven for?"

(46:29) An unusual habit or absurd thing that she loves.

(47:00) The living person she most admires.

(48:20) The challenge in advising corporate governance: "everyone thinks they're an expert now." Plus, recognition of conflicts of interest.

Carol Hansell is a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 5 Aug 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Carol Hansell, Evan Epstein) https://boardroom-governance.com/episodes/carol-hansell-vh_HQiQu (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview. 

(2:30) Carol's origin story.

(4:34) Evolution of corporate governance in Canada since the late 1980s. 

(5:51) The origin and focus of her firm Hansell McLaughlin Advisory Group, based in Canada.

(10:13) On her personal board career and the benefits of lawyers serving on boards.

(14:20) Best practices for board evaluations and distinctions between board education in Canada and the U.S.

(18:57) The rise and influence of large institutional investors in corporate governance.

(22:00) Shareholder activism in Canada.

(24:25) On the state of ESG in Canada. 

(30:03) On addressing board diversity.

(37:01) Impact of geopolitics and national security in the boardroom.

(39:45) Impact of AI in the boardroom. "It's top of mind for everybody."

(41:29) Impact of cybersecurity and talent management in the boardroom. Oil and gas directors in boards of banks?

(44:01) Books that have greatly influenced her life: biographies (people that have stood up to authority).

(44:48) Her mentors. 

(45:50) Quotes that she thinks of often or lives her life by: "A man's reach must exceed his grasp, or what's the heaven for?"

(46:29) An unusual habit or absurd thing that she loves.

(47:00) The living person she most admires.

(48:20) The challenge in advising corporate governance: "everyone thinks they're an expert now." Plus, recognition of conflicts of interest.

Carol Hansell is a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Carol Hansell: Insights on Modern Governance Carol Hansell, Evan Epstein 00:51:01 In this episode, I sit down with Carol Hansell, a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada. With over 30 years of experience, Carol has advised boards, management teams, institutional shareholders, and regulators on legal and governance challenges. We explore her vast experience in board and legal affairs, the focus of her current firm, and best practices for boards. Our discussion covers some of the latest governance trends, including ESG, the influence of institutional investors, and shareholder activism in Canada. Additionally, we explore the impact of geopolitics, cybersecurity, and AI in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. In this episode, I sit down with Carol Hansell, a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada. With over 30 years of experience, Carol has advised boards, management teams, institutional shareholders, and regulators on legal and governance challenges. We explore her vast experience in board and legal affairs, the focus of her current firm, and best practices for boards. Our discussion covers some of the latest governance trends, including ESG, the influence of institutional investors, and shareholder activism in Canada. Additionally, we explore the impact of geopolitics, cybersecurity, and AI in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. shareholder activism, institutional investors, director education, ai, icd, cybersecurity, canada, geopolitics, esg, institute corporate directors, boardroom diversity, board evaluations false full 146 3f764802-7a87-4951-b9af-c00cb3df6d92 Oliver Cummings: Unlocking Boardroom Excellence - Insights from Nurole's CEO (0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:07) Start of interview. 

(2:58) Oliver's origin story.

(7:00) His experience in private equity with PE-backed boards.

(9:57) About the mission and focus of Nurole, the UK-based board search firm where he serves as CEO. 

(12:27) On Nurole's network of 65,000+ board leaders (two parts: free and paid offerings).

(20:16) Demystifying the board search process, four key stages:

  1. Briefing stage
  2. Sourcing process
  3. Assessment phase
  4. Onboarding (ongoing support)

(25:19) From a board candidate perspective.

(28:14) On board evaluations.

(32:44) Common characteristics of directors in board placements (they place ~1,000 directors per year).

(33:50) On board culture and values of directors.

(37:00) On specialized directors.

(43:16) Differences between UK and US boards.

  1. Role of the Chair
  2. Board search
  3. Board compensation
  4. Litigation Risk

(48:35)  Other board issues to consider: 1) are boards generating value, and 2) revisiting board education.

(52:48) About his podcast Enter the Boardroom.

(55:15) His favorite episodes: Roger Martin,  Baroness Helena Morrissey and Sir Richard Dearlove.

(59:20) Books that have greatly influenced his life: 

  1. The Aeneid, by Virgil (19 BC)
  2. Mindset, by Carol Dweck (2006)
  3. How Will You Measure Your Life, by Clay Christensen  (2012)

(01:00:30) His mentors. 

(01:02:13) Quotes that he thinks of often or lives his life by.

(01:03:16) An unusual habit or absurd thing that he loves: the Eglu chicken coop.

(01:04:45)  The living person he most admires.

Oliver Cummings is the CEO of Nurole, a UK-based board search firm with 65,000+ members globally and about 1,000 board placements per year. He's also the host of the Enter the Boardroom Podcast.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 29 Jul 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Oliver Cummings, Evan Epstein) https://boardroom-governance.com/episodes/oliver-cummings-c_a93GpM (0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:07) Start of interview. 

(2:58) Oliver's origin story.

(7:00) His experience in private equity with PE-backed boards.

(9:57) About the mission and focus of Nurole, the UK-based board search firm where he serves as CEO. 

(12:27) On Nurole's network of 65,000+ board leaders (two parts: free and paid offerings).

(20:16) Demystifying the board search process, four key stages:

  1. Briefing stage
  2. Sourcing process
  3. Assessment phase
  4. Onboarding (ongoing support)

(25:19) From a board candidate perspective.

(28:14) On board evaluations.

(32:44) Common characteristics of directors in board placements (they place ~1,000 directors per year).

(33:50) On board culture and values of directors.

(37:00) On specialized directors.

(43:16) Differences between UK and US boards.

  1. Role of the Chair
  2. Board search
  3. Board compensation
  4. Litigation Risk

(48:35)  Other board issues to consider: 1) are boards generating value, and 2) revisiting board education.

(52:48) About his podcast Enter the Boardroom.

(55:15) His favorite episodes: Roger Martin,  Baroness Helena Morrissey and Sir Richard Dearlove.

(59:20) Books that have greatly influenced his life: 

  1. The Aeneid, by Virgil (19 BC)
  2. Mindset, by Carol Dweck (2006)
  3. How Will You Measure Your Life, by Clay Christensen  (2012)

(01:00:30) His mentors. 

(01:02:13) Quotes that he thinks of often or lives his life by.

(01:03:16) An unusual habit or absurd thing that he loves: the Eglu chicken coop.

(01:04:45)  The living person he most admires.

Oliver Cummings is the CEO of Nurole, a UK-based board search firm with 65,000+ members globally and about 1,000 board placements per year. He's also the host of the Enter the Boardroom Podcast.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Oliver Cummings: Unlocking Boardroom Excellence - Insights from Nurole's CEO Oliver Cummings, Evan Epstein 01:06:19 From across the pond, join me for a conversation with Oliver Cummings, CEO of Nurole and host of the "Enter the Boardroom" podcast. With Nurole's impressive track record of 1,000 annual board placements and a global network of 65,000 members, Oliver brings valuable insights from the UK on board dynamics. In this episode, we explore: 1) The art of standing out in the board search process 2) Key traits of successful board members 3) The rise of specialized directors 4) Differences between UK and US board dynamics 5) Board culture, evaluations, and the challenges of adding value as a director Oliver also shares stories and lessons from his podcast, featuring wisdom from top CEOs, founders, chairs, and other board leaders. Whether you're a seasoned director or aspiring to join your first board, this episode offers thoughtful insights and advice to elevate your boardroom performance. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. From across the pond, join me for a conversation with Oliver Cummings, CEO of Nurole and host of the "Enter the Boardroom" podcast. With Nurole's impressive track record of 1,000 annual board placements and a global network of 65,000 members, Oliver brings valuable insights from the UK on board dynamics. In this episode, we explore: 1) The art of standing out in the board search process 2) Key traits of successful board members 3) The rise of specialized directors 4) Differences between UK and US board dynamics 5) Board culture, evaluations, and the challenges of adding value as a director Oliver also shares stories and lessons from his podcast, featuring wisdom from top CEOs, founders, chairs, and other board leaders. Whether you're a seasoned director or aspiring to join your first board, this episode offers thoughtful insights and advice to elevate your boardroom performance. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. nurole, boardroom governance, corporate governance, private equity, specialized directors, board candidates, pe, board placements, podcast, role of the chair, board culture, compensation, board education, uk boards, risk, board search, board evaluations false full 145 812d0fe2-180b-4c4b-a8df-20dd6f813403 Thompson Paine (Anthropic): "The Potential of AI Technology is Massive" (0:00) Intro.

(1:05) About the podcast sponsor: The American College of Governance Counsel.

(1:52) Start of interview. 

(2:28) Thompson's origin story.

(3:42) His startup work at Quizlet (joined a 5 person team) and Stripe (from 2k to 8k employees). Joined Anthropic in early 2023.

(6:25) On China-US relations, and the course he teaches at Vanderbilt Law School: Emerging Technologies, Law, and U.S.-China Competition.

(11:04) On startup incorporations, Delaware, and other thoughts for entrepreneurs. Reference to Stripe Atlas.

(14:18) Unveiling the AI investment landscape. Increase in capital and talent in AI technologies. "Companies at the frontier of building LLMs: Anthropic, OpenAI, Alphabet and Meta."

(19:15) On the international AI landscape. China wanting to overcome its "century of humiliation."

(21:55) Origin story and mission of Anthropic. The eight founders left OpenAI in 2021. Claude 3.5 Sonnet.

(26:14) Anthropic's Public Benefit Corporation (PBC) and Long Term Benefit Trust (LTBT) model.

(29:24) How to think about AI and its paradigm shift for corporate directors.

(31:05) Claude products for consumers and enterprise.

(33:36) On the future of work with impact of AI.

(35:17) San Francisco's evolving role as a global tech hub.

(37:37)  Is AI overhyped or underhyped? "The impact of AI will be somewhere between the internet platform shift to the next industrial revolution (...) and if the next internet is kind of the lower bound of the impact AI will have on society and the economy and technology more broadly, then that's a pretty significant impact."

(40:05) On the "stay private vs go public" debate.

(42:48) More thoughts for directors on AI. Prof Ethan Mollick: "The AI you're using today is the worst AI you will ever use." 

(43:48) Books that have greatly influenced his life: 

  1. The Children, by David Halberstam (1998)
  2. Oracle Bones by Peter Hessler (2006)
  3. All Quiet on the Western Front by Erich Maria Remarque (1929)

(46:42)  His mentors. Chris Klein and Dan Crittenbrink (State Department). Chip Blacker (Stanford).

(47:53) Quotes that he thinks of often or lives his life by.

(48:40) An unusual habit or absurd thing that he loves: Antique maps and running everyday.

(50:28)  The living person he most admires.

Thompson Paine is the head of business operations at Anthropic, one of the leading AI companies in San Francisco.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 17 Jul 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Thompson Paine, Evan Epstein) https://boardroom-governance.com/episodes/thompson-paine-LaZB9Whh (0:00) Intro.

(1:05) About the podcast sponsor: The American College of Governance Counsel.

(1:52) Start of interview. 

(2:28) Thompson's origin story.

(3:42) His startup work at Quizlet (joined a 5 person team) and Stripe (from 2k to 8k employees). Joined Anthropic in early 2023.

(6:25) On China-US relations, and the course he teaches at Vanderbilt Law School: Emerging Technologies, Law, and U.S.-China Competition.

(11:04) On startup incorporations, Delaware, and other thoughts for entrepreneurs. Reference to Stripe Atlas.

(14:18) Unveiling the AI investment landscape. Increase in capital and talent in AI technologies. "Companies at the frontier of building LLMs: Anthropic, OpenAI, Alphabet and Meta."

(19:15) On the international AI landscape. China wanting to overcome its "century of humiliation."

(21:55) Origin story and mission of Anthropic. The eight founders left OpenAI in 2021. Claude 3.5 Sonnet.

(26:14) Anthropic's Public Benefit Corporation (PBC) and Long Term Benefit Trust (LTBT) model.

(29:24) How to think about AI and its paradigm shift for corporate directors.

(31:05) Claude products for consumers and enterprise.

(33:36) On the future of work with impact of AI.

(35:17) San Francisco's evolving role as a global tech hub.

(37:37)  Is AI overhyped or underhyped? "The impact of AI will be somewhere between the internet platform shift to the next industrial revolution (...) and if the next internet is kind of the lower bound of the impact AI will have on society and the economy and technology more broadly, then that's a pretty significant impact."

(40:05) On the "stay private vs go public" debate.

(42:48) More thoughts for directors on AI. Prof Ethan Mollick: "The AI you're using today is the worst AI you will ever use." 

(43:48) Books that have greatly influenced his life: 

  1. The Children, by David Halberstam (1998)
  2. Oracle Bones by Peter Hessler (2006)
  3. All Quiet on the Western Front by Erich Maria Remarque (1929)

(46:42)  His mentors. Chris Klein and Dan Crittenbrink (State Department). Chip Blacker (Stanford).

(47:53) Quotes that he thinks of often or lives his life by.

(48:40) An unusual habit or absurd thing that he loves: Antique maps and running everyday.

(50:28)  The living person he most admires.

Thompson Paine is the head of business operations at Anthropic, one of the leading AI companies in San Francisco.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thompson Paine (Anthropic): "The Potential of AI Technology is Massive" Thompson Paine, Evan Epstein 00:52:17 Join us for an insightful conversation with Thompson Paine, head of business operations at Anthropic, one of the leading AI companies in San Francisco. Our discussion explores the dynamic intersection of US-China relations, Silicon Valley's startup ecosystem, and AI's transformative role in technology and society. Discover Anthropic's mission and societal impact as we describe its unique structure: a public benefit corporation (PBC) coupled with a long-term benefit trust (LTBT). We also tackle pressing topics such as the private vs. public market debate, and San Francisco's evolving role as a global tech hub. Don't miss this thought-provoking episode that bridges technology, business, and global affairs. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Join us for an insightful conversation with Thompson Paine, head of business operations at Anthropic, one of the leading AI companies in San Francisco. Our discussion explores the dynamic intersection of US-China relations, Silicon Valley's startup ecosystem, and AI's transformative role in technology and society. Discover Anthropic's mission and societal impact as we describe its unique structure: a public benefit corporation (PBC) coupled with a long-term benefit trust (LTBT). We also tackle pressing topics such as the private vs. public market debate, and San Francisco's evolving role as a global tech hub. Don't miss this thought-provoking episode that bridges technology, business, and global affairs. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. public benefit corporations, tender offers, quizlet, pbc, llms, long term benefit trust, secondary markets, stanford, stripe, openai, china, delaware, ipos, ai, google, stay private vs go public, stripe atlas, anthropic, meta, paradigm shift false full 144 6dc79b2b-6d8e-41db-9a27-955d0b5232b0 Natasha Allen: Navigating AI Regulation, Exits, and Boardroom Challenges (0:00) Intro

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview.

(2:37) Natasha's "origin story." 

(6:25) On the risks and opportunities for AI.

(8:39) On the regulatory landscape of AI in the US. Reference to President Biden's Executive Order.

(11:40) On California's regulation of AI (SB 1047).

(15:24) On the international AI regulatory landscape, including the EU AI legislation.

(20:35) On the state of startups and venture capital in Silicon Valley.

(25:34) On the 'stay private or go public' debate.

(28:50) On the increased antitrust scrutiny by the FTC and DOJ, particularly in tech industry.

(30:08) On the increased national security scrutiny via CFIUS reviews. The new geopolitics of dealmaking.

(35:46) On the increased politicization of the boardroom, including ESG and DEI.

(38:32) On boardroom diversity and challenges to SB-826 and AB-979 (California), and Nasdaq's Diversity Rule.

(42:20) Books that have greatly influenced her life: 

  1. To Kill a Mockingbird, by Harper Lee (1960)
  2. The Handmaid's Tale, by Margaret Altwood (1985)
  3. Animal Farm, by George Orwell (1945)

(42:57)  Her mentors.

(43:49)  Quotes that she thinks of often or lives her life by: "Don't Self-Select."

(51:17) An unusual habit or absurd thing that he loves.

(44:17) The living person that she most admires. One of them is Michelle Obama.

Natasha Allen is a partner at Foley & Lardner in Silicon Valley, serving as Co-Chair for Artificial Intelligence, Co-Chair of the Venture Capital Committee, and a member of the Venture Capital, M&A, and Transactions Practices.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 9 Jul 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Natasha Allen, Evan Epstein) https://boardroom-governance.com/episodes/natasha-allen-dBEyh4_6 (0:00) Intro

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview.

(2:37) Natasha's "origin story." 

(6:25) On the risks and opportunities for AI.

(8:39) On the regulatory landscape of AI in the US. Reference to President Biden's Executive Order.

(11:40) On California's regulation of AI (SB 1047).

(15:24) On the international AI regulatory landscape, including the EU AI legislation.

(20:35) On the state of startups and venture capital in Silicon Valley.

(25:34) On the 'stay private or go public' debate.

(28:50) On the increased antitrust scrutiny by the FTC and DOJ, particularly in tech industry.

(30:08) On the increased national security scrutiny via CFIUS reviews. The new geopolitics of dealmaking.

(35:46) On the increased politicization of the boardroom, including ESG and DEI.

(38:32) On boardroom diversity and challenges to SB-826 and AB-979 (California), and Nasdaq's Diversity Rule.

(42:20) Books that have greatly influenced her life: 

  1. To Kill a Mockingbird, by Harper Lee (1960)
  2. The Handmaid's Tale, by Margaret Altwood (1985)
  3. Animal Farm, by George Orwell (1945)

(42:57)  Her mentors.

(43:49)  Quotes that she thinks of often or lives her life by: "Don't Self-Select."

(51:17) An unusual habit or absurd thing that he loves.

(44:17) The living person that she most admires. One of them is Michelle Obama.

Natasha Allen is a partner at Foley & Lardner in Silicon Valley, serving as Co-Chair for Artificial Intelligence, Co-Chair of the Venture Capital Committee, and a member of the Venture Capital, M&A, and Transactions Practices.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Natasha Allen: Navigating AI Regulation, Exits, and Boardroom Challenges Natasha Allen, Evan Epstein 00:46:23 Natasha Allen is a partner at Foley & Lardner in Silicon Valley, serving as Co-Chair for Artificial Intelligence, Co-Chair of the Venture Capital Committee, and a member of the Venture Capital, M&A, and Transactions Practices. In this episode, we explore the risks and opportunities of AI, focusing on its regulatory landscape. We also discuss the state of startups and venture capital in Silicon Valley, including IPO and M&A activity, and examine how antitrust and national security concerns have influenced dealmaking. Additionally, we discuss the dynamics between private and public markets, the impact of geopolitics, diversity challenges, and the increasing politicization of ESG and DEI in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Natasha Allen is a partner at Foley & Lardner in Silicon Valley, serving as Co-Chair for Artificial Intelligence, Co-Chair of the Venture Capital Committee, and a member of the Venture Capital, M&A, and Transactions Practices. In this episode, we explore the risks and opportunities of AI, focusing on its regulatory landscape. We also discuss the state of startups and venture capital in Silicon Valley, including IPO and M&A activity, and examine how antitrust and national security concerns have influenced dealmaking. Additionally, we discuss the dynamics between private and public markets, the impact of geopolitics, diversity challenges, and the increasing politicization of ESG and DEI in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. foley & lardner, cfius, boardroom governance, eu ai regulation, corporate governance, ftc, boards, regulation, ab979, startups, artificial intelligence, natasha allen, venture capital, ipos, antitrust, ai, sb826, m&a, dei, geopolitics, sb1047, esg, doj, silicon valley false full 143 45e9a8b5-b96d-47c3-afb9-55dcaedc51b6 Tyler Shultz: Theranos Whistleblower on Fraud and Startup Governance in Silicon Valley (0:00) Intro

(1:06) About the podcast sponsor: The American College of Governance Counsel.

(1:53) Start of interview.

(2:37) Tyler's "origin story." 

(4:50) His beginnings at Theranos.

(7:07) On the culture of the Theranos, "the company was extremely secretive and paranoid."

(9:41) On the lack of equity compensation for Theranos employees.

(10:32) On Theranos' board of directors.

(16:50) Some of the prominent investors in Theranos, and lack of due diligence.

(19:24) On Elizabeth Holmes and Sunny Balwani fraud convictions, FOMO, and value of credibility from early backers (e.g. Channing Robertson, Don Lucas, George Shultz, etc).

(23:57) How Tyler became a whisteblower at Theranos. His contact with John Carreyrou, at the time a WSJ reporter.

(26:57) On his legal challenges (and high fees) as a whistleblower. George Shultz (his grandfather) would tell him: "I'm 90 years old. I ended the Cold War. I fought in a world war. I've seen a lot of things in my life. I've seldom been wrong. And I know what I'm looking at. And I know I'm right about this."

(30:24) On the SEC's whisteblower program and his personal experience with this process. *Reference to E130 with Mary Inman (his Whistleblower attorney).

(34:58) On the NDA and confidentiality agreements, "fraud is not a trade secret."

(37:56) Why Elizabeth Holmes wanted Theranos to remain private and never go public.

(39:04) Stanford's problematic connection to frauds. See: "What's the Matter with Stanford?"

(42:14) The role of executive and board compensation in startups.

(46:20) Book that he recommends reading: Salt in My Soul by Mallory Smith (2019).

(48:00)  His mentors: George Shultz (his grandfather) and J. Leighton Read.

(50:01)  Quotes that he thinks of often or lives his life by: "You Get What You Screen For"

(51:17) An unusual habit or absurd thing that he loves.

(52:53) The living person that he most admires: Dr Anthony Fauci.

"I often think back to a famous quote about character, which is, character is what you do when nobody's watching. And I actually think that the opposite is true. I think character is what you do when everyone's watching. And I experienced that."

(53:57)  His current endeavors.

Tyler Shultz is a former Theranos employee who became a key whistleblower, exposing the company's fraudulent practices. As the grandson of former Secretary of State George Shultz, who was on Theranos' board, Tyler's decision to speak out carried significant personal and professional risks. 

You can find out more about Tyler at his website: https://www.tyler-shultz.com/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 1 Jul 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Tyler Shultz, Evan Epstein) https://boardroom-governance.com/episodes/tyler-shultz-lVGjBUYW (0:00) Intro

(1:06) About the podcast sponsor: The American College of Governance Counsel.

(1:53) Start of interview.

(2:37) Tyler's "origin story." 

(4:50) His beginnings at Theranos.

(7:07) On the culture of the Theranos, "the company was extremely secretive and paranoid."

(9:41) On the lack of equity compensation for Theranos employees.

(10:32) On Theranos' board of directors.

(16:50) Some of the prominent investors in Theranos, and lack of due diligence.

(19:24) On Elizabeth Holmes and Sunny Balwani fraud convictions, FOMO, and value of credibility from early backers (e.g. Channing Robertson, Don Lucas, George Shultz, etc).

(23:57) How Tyler became a whisteblower at Theranos. His contact with John Carreyrou, at the time a WSJ reporter.

(26:57) On his legal challenges (and high fees) as a whistleblower. George Shultz (his grandfather) would tell him: "I'm 90 years old. I ended the Cold War. I fought in a world war. I've seen a lot of things in my life. I've seldom been wrong. And I know what I'm looking at. And I know I'm right about this."

(30:24) On the SEC's whisteblower program and his personal experience with this process. *Reference to E130 with Mary Inman (his Whistleblower attorney).

(34:58) On the NDA and confidentiality agreements, "fraud is not a trade secret."

(37:56) Why Elizabeth Holmes wanted Theranos to remain private and never go public.

(39:04) Stanford's problematic connection to frauds. See: "What's the Matter with Stanford?"

(42:14) The role of executive and board compensation in startups.

(46:20) Book that he recommends reading: Salt in My Soul by Mallory Smith (2019).

(48:00)  His mentors: George Shultz (his grandfather) and J. Leighton Read.

(50:01)  Quotes that he thinks of often or lives his life by: "You Get What You Screen For"

(51:17) An unusual habit or absurd thing that he loves.

(52:53) The living person that he most admires: Dr Anthony Fauci.

"I often think back to a famous quote about character, which is, character is what you do when nobody's watching. And I actually think that the opposite is true. I think character is what you do when everyone's watching. And I experienced that."

(53:57)  His current endeavors.

Tyler Shultz is a former Theranos employee who became a key whistleblower, exposing the company's fraudulent practices. As the grandson of former Secretary of State George Shultz, who was on Theranos' board, Tyler's decision to speak out carried significant personal and professional risks. 

You can find out more about Tyler at his website: https://www.tyler-shultz.com/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tyler Shultz: Theranos Whistleblower on Fraud and Startup Governance in Silicon Valley Tyler Shultz, Evan Epstein 00:56:28 This episode features an insightful conversation with Tyler Schulz, the Theranos whistleblower, offering a unique perspective on fraud and startup governance in Silicon Valley. We explore: 1) Tyler's background and journey at Theranos, 2) the company's internal culture and wider Silicon Valley practices, 3) corporate fraud, board responsibilities, and investor FOMO, and 4) legal challenges for whistleblowers and the SEC whistleblower process. This discussion provides valuable insights into startup culture, corporate ethics, and the complexities of exposing misconduct in the tech industry. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. This episode features an insightful conversation with Tyler Schulz, the Theranos whistleblower, offering a unique perspective on fraud and startup governance in Silicon Valley. We explore: 1) Tyler's background and journey at Theranos, 2) the company's internal culture and wider Silicon Valley practices, 3) corporate fraud, board responsibilities, and investor FOMO, and 4) legal challenges for whistleblowers and the SEC whistleblower process. This discussion provides valuable insights into startup culture, corporate ethics, and the complexities of exposing misconduct in the tech industry. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. ethics, conflicts of interest, tyler shultz, oversight, corporate governance, fiduciary duties, sunny balwani, board of directors, startups, sec whistleblower program, fraud, whistleblower, theranos, elizabeth holmes, sec, independent directors, george schultz, doj, silicon valley false full 142 38ac77a7-7151-4841-aa42-15035b939254 Ilya Strebulaev: Venture Mindset Takeaways for Board Members. (0:00) Intro.

(1:39) About the podcast sponsor: The American College of Governance Counsel.

(2:25) Start of interview. Reference to E21 with Ilya Strebulaev from October 2020.

(4:01) On why he wrote his book The Venture Mindset: for decision makers in large organizations.

(5:37) About the first principle: Home Runs Matter, Strikeouts Don’t. Make small bets vs fear of failure.

(7:23) Two types of innovation: incremental (step by step) vs. disruptive innovation.

(13:32) The unique role that independent directors can play in innovation.

(18:20) On corporate unicorns and intrapreneurs.

(20:11) On errors of omission and building anti-portfolios.

(24:01) Promoting the venture mindset for large companies to be more innovative and become more like Silicon Valley.

(28:29) Red flags in decision-making ("why should I not invest?"), and the example of Theranos. Examples from Shark Tank.

(34:00) On Yuri Milner's investment in Facebook (2009) and investing without taking a board seat (informal controls and indirect influence).

(38:30) Formal vs informal control rights in corporate governance.

(44:13) Stay private vs go public debate. On "quasi-public" companies.

(49:11) On the pressures to go public for VCs and employees, and the evolution of secondary markets.

(52:20)  On the principle (#5) to Bet on the Jockey (put people above process).

(53:22) On the principle (#7) to Double Down or Quit (allow flexibility, and phenomenon of escalation of commitment).

Ilya Strebulaev is a Professor at the Stanford Graduate School of Business and is an expert in corporate finance, venture capital and private equity, corporate innovation, innovation ecosystems, and financial decision-making. His recent work has examined the valuation of VC-backed companies, decision making by venture capital and private equity investors, corporate venture capital, and impact of venture capital. 

You can follow Ilya on social media at:

Twitter: @IlyaStrebulaev

LinkedIn: https://www.linkedin.com/in/ilyavcandpe/

Venture Mindset Website: https://thevcmindset.com/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 25 Jun 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Ilya Strebulaev, Evan Epstein) https://boardroom-governance.com/episodes/ilya-strebulaev-2024-30pnBBW0 (0:00) Intro.

(1:39) About the podcast sponsor: The American College of Governance Counsel.

(2:25) Start of interview. Reference to E21 with Ilya Strebulaev from October 2020.

(4:01) On why he wrote his book The Venture Mindset: for decision makers in large organizations.

(5:37) About the first principle: Home Runs Matter, Strikeouts Don’t. Make small bets vs fear of failure.

(7:23) Two types of innovation: incremental (step by step) vs. disruptive innovation.

(13:32) The unique role that independent directors can play in innovation.

(18:20) On corporate unicorns and intrapreneurs.

(20:11) On errors of omission and building anti-portfolios.

(24:01) Promoting the venture mindset for large companies to be more innovative and become more like Silicon Valley.

(28:29) Red flags in decision-making ("why should I not invest?"), and the example of Theranos. Examples from Shark Tank.

(34:00) On Yuri Milner's investment in Facebook (2009) and investing without taking a board seat (informal controls and indirect influence).

(38:30) Formal vs informal control rights in corporate governance.

(44:13) Stay private vs go public debate. On "quasi-public" companies.

(49:11) On the pressures to go public for VCs and employees, and the evolution of secondary markets.

(52:20)  On the principle (#5) to Bet on the Jockey (put people above process).

(53:22) On the principle (#7) to Double Down or Quit (allow flexibility, and phenomenon of escalation of commitment).

Ilya Strebulaev is a Professor at the Stanford Graduate School of Business and is an expert in corporate finance, venture capital and private equity, corporate innovation, innovation ecosystems, and financial decision-making. His recent work has examined the valuation of VC-backed companies, decision making by venture capital and private equity investors, corporate venture capital, and impact of venture capital. 

You can follow Ilya on social media at:

Twitter: @IlyaStrebulaev

LinkedIn: https://www.linkedin.com/in/ilyavcandpe/

Venture Mindset Website: https://thevcmindset.com/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Ilya Strebulaev: Venture Mindset Takeaways for Board Members. Ilya Strebulaev, Evan Epstein 00:58:15 Ilya Strebulaev is the David S. Lobel Professor of Private Equity and Professor of Finance at the Stanford Graduate School of Business, where he also serves as the Director of the Venture Capital Initiative. Ilya is an expert in corporate finance, venture capital and private equity, corporate innovation, innovation ecosystems, and financial decision-making. In this episode, we focus on his new book "Venture Mindset: How to Make Smarter Bets and Achieve Extraordinary Growth" with specific insights for board members. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Ilya Strebulaev is the David S. Lobel Professor of Private Equity and Professor of Finance at the Stanford Graduate School of Business, where he also serves as the Director of the Venture Capital Initiative. Ilya is an expert in corporate finance, venture capital and private equity, corporate innovation, innovation ecosystems, and financial decision-making. In this episode, we focus on his new book "Venture Mindset: How to Make Smarter Bets and Achieve Extraordinary Growth" with specific insights for board members. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. stock options, employees, investors, corporate venture capital, secondary markets, entrepreneurship, stanford, startups, venture capital, disruption, technology, startup governance, theranos, vc, gsb, venture mindset, intrapreneurship, innovation, silicon valley false full 141 5623903f-4b52-4835-9801-af9756c6a2be Greg LaBlanc: "It's Really Hard to be a Good Board Member" (0:00) Intro.

(1:19) About the podcast sponsor: The American College of Governance Counsel.

(2:05) Start of interview.

(2:58) Greg's "origin story." 

(5:31) His teaching focus.

(8:04) Discussion on startups and venture capital and the era of AI. Behavioral finance and bubbles. 

(11:17) Bubbles in private (VC and PE) and public markets.

(15:12) Staying private vs going public fundamentals.

(20:05) The role of governance and advice from directors to CEOs.

(22:43) On growth of private equity.

(28:00) On the rise and importance of AI. Analogy to electricity. *Reference to Paul David's research.

(29:31) On Elon Musk's compensation litigation and the recent Tesla stockholder comp ratification.

(36:13) On the role of directors. "It's really hard to be a good board member." "[Directors] better darn well get comfortable with asking not only tough questions, but dumb questions."

(40:32) On Texas and Delaware's corporate law competition.

(42:04) On the politicization of the boardroom (i.e. ESG) and geopolitics involving China.

(48:11) Books that he recommends reading: The History of English Law Before the Time of Edward I  by Pollock and Maitland (1895).

(48:57)  His mentors in the area of law.

(50:47)  Quotes that he thinks of often or lives his life by.

(51:57) An unusual habit or absurd thing that he loves.

(54:16) About his podcast Unsiloed.

Greg LaBlanc is a Lecturer and Distinguished Teaching Fellow at Berkeley, Stanford, HEC Paris and other prestigious institutions. Greg teaches a wide range of subjects, including finance, strategy, law, innovation, data science, and digital transformation. He is also the host of the podcast Unsiloed.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Jun 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Gregory LaBlanc, Evan Epstein) https://boardroom-governance.com/episodes/gregory-lablanc-WY53OL2V (0:00) Intro.

(1:19) About the podcast sponsor: The American College of Governance Counsel.

(2:05) Start of interview.

(2:58) Greg's "origin story." 

(5:31) His teaching focus.

(8:04) Discussion on startups and venture capital and the era of AI. Behavioral finance and bubbles. 

(11:17) Bubbles in private (VC and PE) and public markets.

(15:12) Staying private vs going public fundamentals.

(20:05) The role of governance and advice from directors to CEOs.

(22:43) On growth of private equity.

(28:00) On the rise and importance of AI. Analogy to electricity. *Reference to Paul David's research.

(29:31) On Elon Musk's compensation litigation and the recent Tesla stockholder comp ratification.

(36:13) On the role of directors. "It's really hard to be a good board member." "[Directors] better darn well get comfortable with asking not only tough questions, but dumb questions."

(40:32) On Texas and Delaware's corporate law competition.

(42:04) On the politicization of the boardroom (i.e. ESG) and geopolitics involving China.

(48:11) Books that he recommends reading: The History of English Law Before the Time of Edward I  by Pollock and Maitland (1895).

(48:57)  His mentors in the area of law.

(50:47)  Quotes that he thinks of often or lives his life by.

(51:57) An unusual habit or absurd thing that he loves.

(54:16) About his podcast Unsiloed.

Greg LaBlanc is a Lecturer and Distinguished Teaching Fellow at Berkeley, Stanford, HEC Paris and other prestigious institutions. Greg teaches a wide range of subjects, including finance, strategy, law, innovation, data science, and digital transformation. He is also the host of the podcast Unsiloed.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Greg LaBlanc: "It's Really Hard to be a Good Board Member" Gregory LaBlanc, Evan Epstein 00:56:17 Greg LaBlanc is a Lecturer and Distinguished Teaching Fellow at Berkeley, Stanford, HEC Paris and other prestigious institutions. Greg teaches a wide range of subjects, including finance, strategy, law, innovation, data science, and digital transformation. He is also the host of the podcast Unsiloed. Our discussion delves into the era of AI and tech valuations, the evolution of corporate governance models, including variations in VC and PE, and the dynamics between private and public markets. We also explore the Elon Musk compensation litigation, Delaware vs Texas, and the influence of super CEOs. Finally, we tackle the geopolitical landscape, including the concepts of decoupling or derisking with China, and their significance for emerging markets. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Greg LaBlanc is a Lecturer and Distinguished Teaching Fellow at Berkeley, Stanford, HEC Paris and other prestigious institutions. Greg teaches a wide range of subjects, including finance, strategy, law, innovation, data science, and digital transformation. He is also the host of the podcast Unsiloed. Our discussion delves into the era of AI and tech valuations, the evolution of corporate governance models, including variations in VC and PE, and the dynamics between private and public markets. We also explore the Elon Musk compensation litigation, Delaware vs Texas, and the influence of super CEOs. Finally, we tackle the geopolitical landscape, including the concepts of decoupling or derisking with China, and their significance for emerging markets. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. private equity, texas, elon musk, corporate finance, stanford, pe, startups, artificial intelligence, venture capital, law, tesla, delaware, bankruptcy, ai, berkeley, vc false full 140 f1f3adbe-8317-4cc4-8f52-68393f8fd46d Jennifer Dulski: "To Join (Your First) Public Board, Someone Needs to Bet on You" (0:00) Intro.

(1:21) About the podcast sponsor: The American College of Governance Counsel.

(2:08) Start of interview.

(2:41) Jennifer's "origin story." 

(3:41) Founding a non-profit at the start of her career: Breakthrough Pittsburgh.

(4:15) The start of her tech career with Yahoo!

(7:12) Her roles post Yahoo!: founding and selling The Dealmap to Google.

(9:20) Her transition and tenure as president & COO of Change.org (scaling from 18 million to 200 million users). About her Motivational Pie Chart.

(11:07) About Change.org (a social impact campaigning platform) and non-profit and PBC corporate structures.

(14:18) Her time at Facebook (now Meta), leading the Facebook Groups product.

(16:00) About Rising Team, the company she founded and where she currently serves as CEO.

(22:10) On her board journey, and distinctions among different types of companies: non-profits, startups (Little Passports), public companies (Move, TEGNA & WeightWatchers) and VC/PE backed companies. "The truth is to join a public board, somebody needs to take a bet on you if you've never been on a public board."

(32:19) On serving in a VC/PE backed company as a lead independent director and comp committee Chair (Arcadia). On board observer roles. Setting board norms.

(36:55) On the benefit of boardroom diversity.

(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.

(42:06) On the benefits of teaching (at Stanford GSB) for her CEO and board roles .

(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.

(44:15) Three things top of mind on boardroom matters: 1) Setting up boards for success (norms, board evaluations, etc),  2) Keeping up with new technologies, and 3) Crisis scenario planning.

(49:00) Books that have greatly influenced her life: 

  1. Gung Ho,  by Ken Blanchard and Sheldon Bowles (1997)
  2. The Overstory, by Richard Powers (2018)

(51:14)  Her mentors.*Reference to her LinkedIn Post: 5 Mentor Archetypes.

(51:57)  Quotes that she thinks of often or lives her life by.

(53:15) About her book: Purposeful: Are you a Manager or a Movement Starter? (2018) The 3 Cs: 1) courage, 2) community, and 3) commitment.

(54:40) An unusual habit or absurd thing that she loves.

(56:00)  The living person she most admires: Simone Biles.

Jennifer Dulski is a Silicon Valley based executive and board member. She is currently CEO and founder of Rising Team, a company that provides tools, data, and community to turn managers into amazing coaches that build happier and more successful teams.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Jun 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Jennifer Dulski, Evan Epstein) https://boardroom-governance.com/episodes/jennifer-dulski-CPO4mGD9 (0:00) Intro.

(1:21) About the podcast sponsor: The American College of Governance Counsel.

(2:08) Start of interview.

(2:41) Jennifer's "origin story." 

(3:41) Founding a non-profit at the start of her career: Breakthrough Pittsburgh.

(4:15) The start of her tech career with Yahoo!

(7:12) Her roles post Yahoo!: founding and selling The Dealmap to Google.

(9:20) Her transition and tenure as president & COO of Change.org (scaling from 18 million to 200 million users). About her Motivational Pie Chart.

(11:07) About Change.org (a social impact campaigning platform) and non-profit and PBC corporate structures.

(14:18) Her time at Facebook (now Meta), leading the Facebook Groups product.

(16:00) About Rising Team, the company she founded and where she currently serves as CEO.

(22:10) On her board journey, and distinctions among different types of companies: non-profits, startups (Little Passports), public companies (Move, TEGNA & WeightWatchers) and VC/PE backed companies. "The truth is to join a public board, somebody needs to take a bet on you if you've never been on a public board."

(32:19) On serving in a VC/PE backed company as a lead independent director and comp committee Chair (Arcadia). On board observer roles. Setting board norms.

(36:55) On the benefit of boardroom diversity.

(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.

(42:06) On the benefits of teaching (at Stanford GSB) for her CEO and board roles .

(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.

(44:15) Three things top of mind on boardroom matters: 1) Setting up boards for success (norms, board evaluations, etc),  2) Keeping up with new technologies, and 3) Crisis scenario planning.

(49:00) Books that have greatly influenced her life: 

  1. Gung Ho,  by Ken Blanchard and Sheldon Bowles (1997)
  2. The Overstory, by Richard Powers (2018)

(51:14)  Her mentors.*Reference to her LinkedIn Post: 5 Mentor Archetypes.

(51:57)  Quotes that she thinks of often or lives her life by.

(53:15) About her book: Purposeful: Are you a Manager or a Movement Starter? (2018) The 3 Cs: 1) courage, 2) community, and 3) commitment.

(54:40) An unusual habit or absurd thing that she loves.

(56:00)  The living person she most admires: Simone Biles.

Jennifer Dulski is a Silicon Valley based executive and board member. She is currently CEO and founder of Rising Team, a company that provides tools, data, and community to turn managers into amazing coaches that build happier and more successful teams.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jennifer Dulski: "To Join (Your First) Public Board, Someone Needs to Bet on You" Jennifer Dulski, Evan Epstein 00:58:03 Jennifer Dulski is a Silicon Valley-based executive and board member. She is currently CEO and founder of Rising Team, a team performance platform that helps companies increase engagement and scale leadership development. She also currently serves as the Lead Independent Director of Arcadia, a climate tech company. Her previous board experience includes serving on three public company boards: Weight Watchers, TEGNA, and Move (until its acquisition by NewsCorp). We discuss her board journey, boardroom diversity initiatives, and alternative corporate structures such as non-profit and PBCs. We also address the rise of AI, board dynamics and evaluations, and navigating DEI and ESG in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Jennifer Dulski is a Silicon Valley-based executive and board member. She is currently CEO and founder of Rising Team, a team performance platform that helps companies increase engagement and scale leadership development. She also currently serves as the Lead Independent Director of Arcadia, a climate tech company. Her previous board experience includes serving on three public company boards: Weight Watchers, TEGNA, and Move (until its acquisition by NewsCorp). We discuss her board journey, boardroom diversity initiatives, and alternative corporate structures such as non-profit and PBCs. We also address the rise of AI, board dynamics and evaluations, and navigating DEI and ESG in the boardroom. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. rising team, mentorship, non-profits, boardroom governance, breakthrough pittsburgh, private equity, risk management, company culture, pe, startups, venture capital, change.org, data-driven decision-making, ai, diversity equity inclusion, google, vc, facebook, esg, yahoo!, the deal map, silicon valley false full 139 958b7481-b96c-4e01-9944-f53586a545b8 Sonita Lontoh: On Board Culture, Innovation, and Creative Tension (0:00) Intro.

(1:24) About the podcast sponsor: The American College of Governance Counsel.

(2:12) Start of interview.

(4:04) Sonita's "origin story." 

(5:45) Her professional career, starting with a startup in the gaming industry.

(8:15) Her guiding principles for her career at the intersection of innovation, sustainability and digital transformation.

(9:30) Her roles at HP, Siemens and PG&E.

(11:00) Her board "portfolio" life starting in 2022: SunRun and TrueBlue. Advisor to Sway Ventures.

(14:02) About the NACD Blue Ribbon Commission on Board Culture (where she served as a Commissioner).

(17:00) Surprises and takeaways from the report.

(22:30) Recommendations for handling the increasing politicization in the boardroom. 

(26:42) On geopolitics in the boardroom. Supply-chain vs consumer market.

(31:30) On the solar and battery industry geopolitical landscape. 

(38:23) How should directors think about AI in the boardroom. "Everyday AI" vs "Game-changing AI". Use cases: 1) Back-office capabilities, 2) core capabilities, 3) front office, 4) New products and services. AI code of conduct. Use of data. Cybersecurity.

(43:51) On the impact of AI in the workplace. *reference to study by Erik Brynjolfsson

(47:09) Books that have greatly influenced her life: 

  1. The Five Levels of Leadership,  by John Maxwell (2011)
  2. Venture Mindset, by Ilya Strebulaev and Alex Dang (2024)
  3. Last Lecture Series at the Stanford Graduate School of Business (July 2023), by Graham Weaver.

(48:06)  Her mentors. 

(49:22)  Quotes that she thinks of often or lives her life by.

(50:44) An unusual habit or absurd thing that she loves.

(51:30)  The living person she most admires. 

Sonita Lontoh is a public company board director, strategic advisor, and former Fortune 100 senior executive who focuses on digital innovation, artificial intelligence (AI), and sustainability — contributing positive impact to businesses, consumers, and society.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 3 Jun 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Sonita Lontoh, Evan Epstein) https://boardroom-governance.com/episodes/sonita-lontoh-HDlmr_vA (0:00) Intro.

(1:24) About the podcast sponsor: The American College of Governance Counsel.

(2:12) Start of interview.

(4:04) Sonita's "origin story." 

(5:45) Her professional career, starting with a startup in the gaming industry.

(8:15) Her guiding principles for her career at the intersection of innovation, sustainability and digital transformation.

(9:30) Her roles at HP, Siemens and PG&E.

(11:00) Her board "portfolio" life starting in 2022: SunRun and TrueBlue. Advisor to Sway Ventures.

(14:02) About the NACD Blue Ribbon Commission on Board Culture (where she served as a Commissioner).

(17:00) Surprises and takeaways from the report.

(22:30) Recommendations for handling the increasing politicization in the boardroom. 

(26:42) On geopolitics in the boardroom. Supply-chain vs consumer market.

(31:30) On the solar and battery industry geopolitical landscape. 

(38:23) How should directors think about AI in the boardroom. "Everyday AI" vs "Game-changing AI". Use cases: 1) Back-office capabilities, 2) core capabilities, 3) front office, 4) New products and services. AI code of conduct. Use of data. Cybersecurity.

(43:51) On the impact of AI in the workplace. *reference to study by Erik Brynjolfsson

(47:09) Books that have greatly influenced her life: 

  1. The Five Levels of Leadership,  by John Maxwell (2011)
  2. Venture Mindset, by Ilya Strebulaev and Alex Dang (2024)
  3. Last Lecture Series at the Stanford Graduate School of Business (July 2023), by Graham Weaver.

(48:06)  Her mentors. 

(49:22)  Quotes that she thinks of often or lives her life by.

(50:44) An unusual habit or absurd thing that she loves.

(51:30)  The living person she most admires. 

Sonita Lontoh is a public company board director, strategic advisor, and former Fortune 100 senior executive who focuses on digital innovation, artificial intelligence (AI), and sustainability — contributing positive impact to businesses, consumers, and society.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Sonita Lontoh: On Board Culture, Innovation, and Creative Tension Sonita Lontoh, Evan Epstein 00:53:09 Sonita Lontoh is an independent director of Sunrun, the largest consumer solar-and-battery-as-a-service company in the U.S., and of TrueBlue, a workforce solutions company that connected ~2 million people to work in the past 3 years. Previously, she had a ~30 year executive career at the intersection of innovation, climate/sustainability and digital transformation with companies such as HP, Siemens, and PG&E, and at other venture-backed startups. We discuss the NACD Blue Ribbon Commission Report on board culture, where she served as a commissioner, the increasing politicization of the boardroom, and the impact of geopolitics in the boardroom. We also address the risks and opportunities of AI and its potential impact in the workforce. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Sonita Lontoh is an independent director of Sunrun, the largest consumer solar-and-battery-as-a-service company in the U.S., and of TrueBlue, a workforce solutions company that connected ~2 million people to work in the past 3 years. Previously, she had a ~30 year executive career at the intersection of innovation, climate/sustainability and digital transformation with companies such as HP, Siemens, and PG&E, and at other venture-backed startups. We discuss the NACD Blue Ribbon Commission Report on board culture, where she served as a commissioner, the increasing politicization of the boardroom, and the impact of geopolitics in the boardroom. We also address the risks and opportunities of AI and its potential impact in the workforce. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. pg&e, batteries, siemens, sunrun, politicization, hp, startups, board dynamics, nacd, china, board culture, nacd blue ribbon commission, trueblue, solar industry, ai, dei, vc, geopolitics, esg, silicon valley false full 138 5c6ea478-4867-48b7-8893-c1f5a0c92340 Coco Brown: Founder & CEO of Athena Alliance on Board Opportunities and Governance. (0:00) Intro.

(1:14) About the podcast sponsor: The American College of Governance Counsel.

(2:02) Start of interview.

(2:37) Coco's "origin story." 

(4:32) Her professional background with HR, comp and IT.

(6:32) Her time at Taos, a professional services business in IT consulting (17yrs). Ultimately acquired by IBM in 2021.

(8:35) The origin story of her founding Athena Alliance (2016) as a non-profit.

(11:00) Three core issues with board placements: 1) access to opportunities, 2) positioning for the role, and 3) how to compete to win. *They have placed ~500 women to boards.

(13:52) On the business model of Athena Alliance.

(16:50) On transitioning from a non-profit to a for-profit model. 

(20:56) Distinguishing board service between companies with different capital structures (ie. public, PE, VC, ESOPs, etc).

(22:18) The landscape for independent director board opportunities (~30,000 companies). On ESOP companies and closed corporations and/or family businesses.

(28:18) On Athena's Board Readiness Course.

(32:20) On in-person vs remote work, both on an executive and board level. "How do you scale intimacy?"

(36:14) On the impact of AI in the boardroom. 

(39:48) Books that have greatly influenced her life: 

  1. The Popcorn Report,  by Faith Popcorn (1991)
  2. The Science of Evil, by Simon Baron-Cohen (2011)

(43:05)  Her mentors. "Different people for different things" e.g. Ivonne Wassenar and Scott Maxwell.

(44:20)  Quotes that she thinks of often or lives her life by.

(44:41) An unusual habit or absurd thing that she loves.

(45:12)  The living person she most admires. Toni Townes-Whitley (CEO of SAIC)

Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 28 May 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Coco Brown, Evan Epstein) https://boardroom-governance.com/episodes/coco-brown-rO5_Vgi8 (0:00) Intro.

(1:14) About the podcast sponsor: The American College of Governance Counsel.

(2:02) Start of interview.

(2:37) Coco's "origin story." 

(4:32) Her professional background with HR, comp and IT.

(6:32) Her time at Taos, a professional services business in IT consulting (17yrs). Ultimately acquired by IBM in 2021.

(8:35) The origin story of her founding Athena Alliance (2016) as a non-profit.

(11:00) Three core issues with board placements: 1) access to opportunities, 2) positioning for the role, and 3) how to compete to win. *They have placed ~500 women to boards.

(13:52) On the business model of Athena Alliance.

(16:50) On transitioning from a non-profit to a for-profit model. 

(20:56) Distinguishing board service between companies with different capital structures (ie. public, PE, VC, ESOPs, etc).

(22:18) The landscape for independent director board opportunities (~30,000 companies). On ESOP companies and closed corporations and/or family businesses.

(28:18) On Athena's Board Readiness Course.

(32:20) On in-person vs remote work, both on an executive and board level. "How do you scale intimacy?"

(36:14) On the impact of AI in the boardroom. 

(39:48) Books that have greatly influenced her life: 

  1. The Popcorn Report,  by Faith Popcorn (1991)
  2. The Science of Evil, by Simon Baron-Cohen (2011)

(43:05)  Her mentors. "Different people for different things" e.g. Ivonne Wassenar and Scott Maxwell.

(44:20)  Quotes that she thinks of often or lives her life by.

(44:41) An unusual habit or absurd thing that she loves.

(45:12)  The living person she most admires. Toni Townes-Whitley (CEO of SAIC)

Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Coco Brown: Founder & CEO of Athena Alliance on Board Opportunities and Governance. Coco Brown, Evan Epstein 00:47:31 Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities. We discuss the origin story of Athena, its transition from non-profit to for-profit, and its focus on supporting women for boardroom placements and other executive roles. We also examine how board service varies in companies with differing capital structures (i.e. public, PE, VC, ESOPs and more), Athena's board readiness course, and the impact of AI in the board and economy generally. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities. We discuss the origin story of Athena, its transition from non-profit to for-profit, and its focus on supporting women for boardroom placements and other executive roles. We also examine how board service varies in companies with differing capital structures (i.e. public, PE, VC, ESOPs and more), Athena's board readiness course, and the impact of AI in the board and economy generally. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. non-profits, corporate governance, taos, athena alliance, pe, artificial intelligence, ai, board readiness, board education, vc, remote work, esop, independent directors, boardroom diversity false full 137 87820209-53f3-494b-828a-a16ca000e116 Greg Gretsch: On Founder and Investor Trends from Silicon Valley. (0:00) Intro.

(1:17) About the podcast sponsor: The American College of Governance Counsel.

(2:03) Start of interview.

(3:08) Greg's "origin story." 

(6:53) From the University of Georgia to Apple in Cuppertino.

(10:50) The start of his entrepreneurial journey in 1992 with his first company.

(13:03) The boom and bust cyclical nature of Silicon Valley. "[M]y father used to say that the stock market has predicted nine of the last three recessions. And, you know, I think in Silicon Valley, the investor and entrepreneurial class has predicted nine of the last three technology waves."

(17:24) His first foray with startup boards. The role and influence of Don Lucas, and Bob Frick (former CFO of BoA), on his board.

(21:49) On the shifting power dynamics in founder-investor relationships (ascendance of "founder ethos").

(29:02) On the differences between private equity (PE) and venture capital (VC). "Control investors"

(31:29) His experience as a director of public companies: Responsys, acquired by Oracle (2013), and Upwork (IPO in 2018).

(34:57) On equity comp (stock options and RSUs)  in tech companies. *Reference to BG2 podcast episode.

(47:35) IPOs, private markets and secondary markets. *You can check out my newsletter #52 on this topic.

(54:24) On his investment in Cornershop (acquired by Uber) and Latin America market.

(1:00:58) On AI as the next technology platform shift.

(1:03:50)  Books that have greatly influenced his life: 

  1. Titan: The Life of John D. Rockefeller,  by Ron Chernow (1998)
  2. Thinking Fast and Slow, by Daniel Kahneman (2011)
  3. Black Boy, by Richard Wright (1945)

(1:05:36) His mentors.

(1:07:00) Quotes that he thinks of often or lives her life by: "Experience is what you get when you don't get what you want."

(1:07:47) An unusual habit or absurd thing that he loves.

(1:08:28) The living person he most admires.

Greg Gretsch is a Founding Partner and Managing Director of Jackson Square Ventures, an early stage venture capital firm that invests in software businesses.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 20 May 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Greg Gretsch, Evan Epstein) https://boardroom-governance.com/episodes/greg-gretsch-GNV5fdf2 (0:00) Intro.

(1:17) About the podcast sponsor: The American College of Governance Counsel.

(2:03) Start of interview.

(3:08) Greg's "origin story." 

(6:53) From the University of Georgia to Apple in Cuppertino.

(10:50) The start of his entrepreneurial journey in 1992 with his first company.

(13:03) The boom and bust cyclical nature of Silicon Valley. "[M]y father used to say that the stock market has predicted nine of the last three recessions. And, you know, I think in Silicon Valley, the investor and entrepreneurial class has predicted nine of the last three technology waves."

(17:24) His first foray with startup boards. The role and influence of Don Lucas, and Bob Frick (former CFO of BoA), on his board.

(21:49) On the shifting power dynamics in founder-investor relationships (ascendance of "founder ethos").

(29:02) On the differences between private equity (PE) and venture capital (VC). "Control investors"

(31:29) His experience as a director of public companies: Responsys, acquired by Oracle (2013), and Upwork (IPO in 2018).

(34:57) On equity comp (stock options and RSUs)  in tech companies. *Reference to BG2 podcast episode.

(47:35) IPOs, private markets and secondary markets. *You can check out my newsletter #52 on this topic.

(54:24) On his investment in Cornershop (acquired by Uber) and Latin America market.

(1:00:58) On AI as the next technology platform shift.

(1:03:50)  Books that have greatly influenced his life: 

  1. Titan: The Life of John D. Rockefeller,  by Ron Chernow (1998)
  2. Thinking Fast and Slow, by Daniel Kahneman (2011)
  3. Black Boy, by Richard Wright (1945)

(1:05:36) His mentors.

(1:07:00) Quotes that he thinks of often or lives her life by: "Experience is what you get when you don't get what you want."

(1:07:47) An unusual habit or absurd thing that he loves.

(1:08:28) The living person he most admires.

Greg Gretsch is a Founding Partner and Managing Director of Jackson Square Ventures, an early stage venture capital firm that invests in software businesses.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Greg Gretsch: On Founder and Investor Trends from Silicon Valley. Greg Gretsch, Evan Epstein 01:10:29 Greg Gretsch is Founding Partner and Managing Director of Jackson Square Ventures, an early-stage VC firm based in San Francisco that invests in software businesses. In this episode, we discuss his entrepreneurial journey in Silicon Valley, both as a founder and an investor. We also explore power dynamics in founder-investor relationships, shifting governance norms (including distinctions between VC, PE, and public companies), and how equity compensation in tech companies has evolved in the last 25 years. We also talk about the evolution of private markets including liquidity alternatives from secondary markets, plus the rise of AI as a new technology platform shift. In addition, we talk about his investment in Cornershop, a leading online grocery provider focused originally on Latin America (acquired by Uber). If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Greg Gretsch is Founding Partner and Managing Director of Jackson Square Ventures, an early-stage VC firm based in San Francisco that invests in software businesses. In this episode, we discuss his entrepreneurial journey in Silicon Valley, both as a founder and an investor. We also explore power dynamics in founder-investor relationships, shifting governance norms (including distinctions between VC, PE, and public companies), and how equity compensation in tech companies has evolved in the last 25 years. We also talk about the evolution of private markets including liquidity alternatives from secondary markets, plus the rise of AI as a new technology platform shift. In addition, we talk about his investment in Cornershop, a leading online grocery provider focused originally on Latin America (acquired by Uber). If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. stock options, private markets, executive compensation, greg gretsch, corporate governance, secondary markets, latin america, startups, venture capital, ipos, cornershop, vc, rsu, sf, initial public offerings, dual class shares, silicon valley false full 136 7e4d812a-ae44-418b-a334-adff827907c4 Patrick Gadson: Shareholder Activism in 2024 and its Evolving Dynamics. (0:00) Intro.

(1:23) About the podcast sponsor: The American College of Governance Counsel.

(2:10) Start of interview.

(2:40) Patrick's "origin story." 

(3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).

(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.

(6:40) Distinguishing between large, mid, and small cap activism.

(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.

(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).

(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"

(20:29) On the evolution of Universal Proxy Rules for director elections. 

(27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)

(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.

(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).

(40:55) On company or board preparedness for activist campaigns.

(44:45)  Books that have greatly influenced his life: 

  1. If I Die in a Combat Zone by Tim O'Brien (1973)
  2. Thinking Fast and Slow by Daniel Kahneman (2011)
  3. David and Goliath by Malcolm Gladwell (2013)
  4. On Shareholder Activism:
    1. DisneyWar by James B. Steward (2005)
    2. Railroader by Hunter Harrison (2018)
    3. The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)

(47:53) His mentors.

(49:00) Quotes that he thinks of often or lives her life by.

(49:55) An unusual habit or absurd thing that he loves.

(50:35) The living person he most admires.

Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 29 Apr 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Patrick Gadson, Evan Epstein) https://boardroom-governance.com/episodes/patrick-gadson-RDeStpy_ (0:00) Intro.

(1:23) About the podcast sponsor: The American College of Governance Counsel.

(2:10) Start of interview.

(2:40) Patrick's "origin story." 

(3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).

(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.

(6:40) Distinguishing between large, mid, and small cap activism.

(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.

(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).

(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"

(20:29) On the evolution of Universal Proxy Rules for director elections. 

(27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)

(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.

(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).

(40:55) On company or board preparedness for activist campaigns.

(44:45)  Books that have greatly influenced his life: 

  1. If I Die in a Combat Zone by Tim O'Brien (1973)
  2. Thinking Fast and Slow by Daniel Kahneman (2011)
  3. David and Goliath by Malcolm Gladwell (2013)
  4. On Shareholder Activism:
    1. DisneyWar by James B. Steward (2005)
    2. Railroader by Hunter Harrison (2018)
    3. The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)

(47:53) His mentors.

(49:00) Quotes that he thinks of often or lives her life by.

(49:55) An unusual habit or absurd thing that he loves.

(50:35) The living person he most admires.

Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Patrick Gadson: Shareholder Activism in 2024 and its Evolving Dynamics. Patrick Gadson, Evan Epstein 00:53:12 Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. We address the evolving dynamics of shareholder activism, the impact of universal proxy rules, and ESG activism (separating E vs S campaigns, as in Exxon and Starbucks). We also talk about differences in activist campaigns in large, mid, and small caps, and how boards should prepare for them. In addition, we address the role of institutional investors and proxy advisors in contested situations. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. We address the evolving dynamics of shareholder activism, the impact of universal proxy rules, and ESG activism (separating E vs S campaigns, as in Exxon and Starbucks). We also talk about differences in activist campaigns in large, mid, and small caps, and how boards should prepare for them. In addition, we address the role of institutional investors and proxy advisors in contested situations. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. shareholder activism, exxon mobil, vanguard, universal proxy rules, vinson & elkins, engine no 1, proxy contest, state street, glass lewis, blackrock, iss, proxy fight, proxy advisors false full 135 5367dd09-dec3-48c6-9130-d57e0e1b025a Leah Solivan: The Entrepreneur's Journey to the Boardroom. (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview.

(2:40) Leah's "origin story." 

(3:41) Her time at IBM.

(4:48) Her founding story of TaskRabbit (Boston, 2008).

(12:43) The evolution of her board at TaskRabbit, and how to think about (startup) board composition and scaling. 

(20:31) First CEO succession (after $12m Series B in 2012).

(25:10) Her return as CEO, raising a Series C, and adding 3 strategic independent directors.

(26:13) On hiring Stacy Brown-Philpot as COO, and successor to CEO role.

(30:45) Distinguishing between startup directors (management, investor, and independent directors).

(36:01) Transitioning to investing as a general partner at Fuel Capital. Motto: "We're on your corner, not in your kitchen"

(40:55) On the role of CEO coaches (vs board directors or advisors).

(42:44) About YPO. "It has been a hugely influential organization for me."

(45:21) Her thoughts on boardroom diversity. Reference to the LCDA.

(48:42) Innovation in the boardroom, risks and opportunities of AI.

(51:29)  Books that have greatly influenced her life: 

  1. Founders at Work by Jessica Livingston (2007)
  2. Books by Adam Grant.

(51:51) Her mentors.

(52:25) Quotes that she thinks of often or lives her life by.

(52:50) An unusual habit or absurd thing that she loves.

(54:15) The living person she most admires.

Leah Solivan is a General Partner at Fuel Capital, a Silicon Valley-based seed stage venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit.

You can follow her on social media at:

Twitter: @labunleashed

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 22 Apr 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Leah Solivan, Evan Epstein) https://boardroom-governance.com/episodes/leah-solivan-zGqMa_hh (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview.

(2:40) Leah's "origin story." 

(3:41) Her time at IBM.

(4:48) Her founding story of TaskRabbit (Boston, 2008).

(12:43) The evolution of her board at TaskRabbit, and how to think about (startup) board composition and scaling. 

(20:31) First CEO succession (after $12m Series B in 2012).

(25:10) Her return as CEO, raising a Series C, and adding 3 strategic independent directors.

(26:13) On hiring Stacy Brown-Philpot as COO, and successor to CEO role.

(30:45) Distinguishing between startup directors (management, investor, and independent directors).

(36:01) Transitioning to investing as a general partner at Fuel Capital. Motto: "We're on your corner, not in your kitchen"

(40:55) On the role of CEO coaches (vs board directors or advisors).

(42:44) About YPO. "It has been a hugely influential organization for me."

(45:21) Her thoughts on boardroom diversity. Reference to the LCDA.

(48:42) Innovation in the boardroom, risks and opportunities of AI.

(51:29)  Books that have greatly influenced her life: 

  1. Founders at Work by Jessica Livingston (2007)
  2. Books by Adam Grant.

(51:51) Her mentors.

(52:25) Quotes that she thinks of often or lives her life by.

(52:50) An unusual habit or absurd thing that she loves.

(54:15) The living person she most admires.

Leah Solivan is a General Partner at Fuel Capital, a Silicon Valley-based seed stage venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit.

You can follow her on social media at:

Twitter: @labunleashed

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Leah Solivan: The Entrepreneur's Journey to the Boardroom. Leah Solivan, Evan Epstein 00:56:14 Leah Solivan is a General Partner at Fuel Capital, a venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit. Leah scaled the company to 44 cities and raised more than $50 million. In 2017, TaskRabbit was acquired by IKEA. We discuss her journey at TaskRabbit, with a special emphasis on her board experience. We address board composition, scaling, and CEO succession. We also talk about her transition to startup investing, and her thoughts about board service in public companies, and boardroom diversity generally. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Leah Solivan is a General Partner at Fuel Capital, a venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit. Leah scaled the company to 44 cities and raised more than $50 million. In 2017, TaskRabbit was acquired by IKEA. We discuss her journey at TaskRabbit, with a special emphasis on her board experience. We address board composition, scaling, and CEO succession. We also talk about her transition to startup investing, and her thoughts about board service in public companies, and boardroom diversity generally. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. taskrabbit, startup boards, ypo, lcda, corporate governance, diversity, board composition, fuel capital, startups, founders, venture capital, leah solivan, ibm, ai, ceo succesion, stacy brown-philpot, board scaling, startup governance, ceo, independent directors, innovation, silicon valley false full 134 761fb044-4d88-4cb1-88d3-8ad682293147 Jeffrey Saviano (EY): "I Feel Strongly That We Need a Hippocratic Oath for AI" (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:58) Start of interview.

(2:43) His role at EY and appointments at Harvard's Safra Center for Ethics (ELSCE), MIT and Boston University.

(5:23) Defining AI. Reference to the 1956 Dartmouth AI conference.

(8:29) GAI, AI market and valuations.

(11:31) On AI Ethics for business and AI governance. Reference to Harvard's Danielle Allen.

(15:10) On the concept of Multistakeholderism and AI Ethics. Hippocratic Oath for AI: "Do No Harm to the World."

(19:10) Board Committee Structure for AI. "[Only] 67 of the  S&P500 companies have some sort of board technology committee." NACD report on board technology committees. "You may get a financial boost from doing that" "I think that'll be 50% greater a year from now."

(22:39) On board oversight. A deep dive on evolution of Caremark duties.

(31:09) On AI regulation. 

(34:41) Geopolitics between the U.S. and China on AI.

(37:44) On OpenAI's board fiasco. Unusual structures such as OpenAI, Anthropic, Inflection AI and xAI.

(44:02) Recommendations for directors using AI.

(47:40) The intersection between Web3 and AI.

(50:00) On his EY Podcast: Better Innovation.

(51:15) Other thoughts for directors: university partnerships and risks of employee use of GAI.

(54:22)  Books that have greatly influenced his life: 

  1. Tennis related books.
  2. The Fish that Ate the Whale by Rich Cohen (2012)
  3. Disrupt Yourself by Whitney Johnson (2015) *

(55:47) His mentors. At EY: Kate Barton (EY Global Co-Chair, Emeritus).

(56:18) Quotes that he thinks of often or lives his life by: "Start where you are. Use what you have. Do what you can do." (Arthur Ashe) and "No matter how far you travel in the wrong direction, you can always turn around." (Winston Churchill).

(56:53) An unusual habit or absurd thing that he loves.

(58:04) The living person he most admires: Billy Jean King.

Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 15 Apr 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Jeffrey Saviano, Evan Epstein) https://boardroom-governance.com/episodes/jeffrey-saviano-GyvqXr08 (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:58) Start of interview.

(2:43) His role at EY and appointments at Harvard's Safra Center for Ethics (ELSCE), MIT and Boston University.

(5:23) Defining AI. Reference to the 1956 Dartmouth AI conference.

(8:29) GAI, AI market and valuations.

(11:31) On AI Ethics for business and AI governance. Reference to Harvard's Danielle Allen.

(15:10) On the concept of Multistakeholderism and AI Ethics. Hippocratic Oath for AI: "Do No Harm to the World."

(19:10) Board Committee Structure for AI. "[Only] 67 of the  S&P500 companies have some sort of board technology committee." NACD report on board technology committees. "You may get a financial boost from doing that" "I think that'll be 50% greater a year from now."

(22:39) On board oversight. A deep dive on evolution of Caremark duties.

(31:09) On AI regulation. 

(34:41) Geopolitics between the U.S. and China on AI.

(37:44) On OpenAI's board fiasco. Unusual structures such as OpenAI, Anthropic, Inflection AI and xAI.

(44:02) Recommendations for directors using AI.

(47:40) The intersection between Web3 and AI.

(50:00) On his EY Podcast: Better Innovation.

(51:15) Other thoughts for directors: university partnerships and risks of employee use of GAI.

(54:22)  Books that have greatly influenced his life: 

  1. Tennis related books.
  2. The Fish that Ate the Whale by Rich Cohen (2012)
  3. Disrupt Yourself by Whitney Johnson (2015) *

(55:47) His mentors. At EY: Kate Barton (EY Global Co-Chair, Emeritus).

(56:18) Quotes that he thinks of often or lives his life by: "Start where you are. Use what you have. Do what you can do." (Arthur Ashe) and "No matter how far you travel in the wrong direction, you can always turn around." (Winston Churchill).

(56:53) An unusual habit or absurd thing that he loves.

(58:04) The living person he most admires: Billy Jean King.

Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jeffrey Saviano (EY): "I Feel Strongly That We Need a Hippocratic Oath for AI" Jeffrey Saviano, Evan Epstein 00:59:29 Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. He advises corporate boards, C-suite executives, and senior government officials on the risks, opportunities, and policy/governance implications emanating from innovative technology, with an emphasis on artificial intelligence and Web3. In this episode, we talk about what is probably the hottest topic in corporate governance circles: AI ethics and governance, including board oversight, board committee structure, and board expertise. We also cover AI regulatory oversight in the US and internationally, the OpenAI board fiasco, and some of the novel entity structures used by leading AI companies. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. He advises corporate boards, C-suite executives, and senior government officials on the risks, opportunities, and policy/governance implications emanating from innovative technology, with an emphasis on artificial intelligence and Web3. In this episode, we talk about what is probably the hottest topic in corporate governance circles: AI ethics and governance, including board oversight, board committee structure, and board expertise. We also cover AI regulatory oversight in the US and internationally, the OpenAI board fiasco, and some of the novel entity structures used by leading AI companies. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. ernst & young, web3, corporate governance, caremark duties, board expertise, ai governance, edmond & lily safra center for ethics, ai ethics, artificial intelligence, openai, boston university, china, multistakeholderism, ai, ai regulation, board committees, ey, mit, geopolitics, litigation, harvard false full 133 27b15535-f591-491f-abfd-23db0aaec8ad Amy Banse: On Board Dynamics and Listening Through Company Stages. (0:00) Intro.

(1:12) About the podcast sponsor: The American College of Governance Counsel.

(2:00) Start of interview.

(3:10) Amy's "origin story." 

(6:23) Her time leading Comcast Ventures, and how Corporate Venture Capital (CVC) has evolved.

(9:08) Why SF/Silicon Valley as a tech hub for Comcast Ventures.

(11:19) Her first public company board experience (with Adobe).

(13:15) Differences on serving on public and private (venture-backed) boards. "Much more hands-on in private companies."

(15:27) Differences between young and old public companies. Her experience on the board of On Running. "[M]y one advice to future board members or existing board members is to learn how to listen. And you're listening for different things, again, depending on the stage of the company."

(19:42) On "adversarial boards." 

(24:10) On OpenAI's board fiasco. Trust in CEOs and boardrooms. Private companies and founder misbehavior. "You never fire fast enough." "You know when things are off."

(32:35) On the current AI investment cycle.

(36:16) On the state of San Francisco as a city and tech hub.

(39:35) On women sports, and her involvement with Bay FC, a pro women's soccer team based in SF/Bay Area.

(43:09) Her thoughts on the debate and politicization of ESG and DEI.

(46:41)  Books that have greatly influenced her life: 

  1. The Innovator's Dilemma by Clay Christensen (1997)
  2. These Truths by Jill Lepore (2018)
  3. 21 Lessons for the 21st Century by Yuval Harari (2018)

(47:52) Her mentors: Ralph J. Roberts (founder of Comcast). 

(49:02) Quotes that she thinks of often or lives her life by: "Old men ought to be explorers" (T.S. Eliot) and "A house divided against itself cannot stand." (Abraham Lincoln)

(50:20) An unusual habit or absurd thing that she loves.

(51:07) The living person she most admires: Liz Cheney and Taylor Swift.

Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. Amy has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 8 Apr 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Amy Banse, Evan Epstein) https://boardroom-governance.com/episodes/amy-banse-Shr1bFvR (0:00) Intro.

(1:12) About the podcast sponsor: The American College of Governance Counsel.

(2:00) Start of interview.

(3:10) Amy's "origin story." 

(6:23) Her time leading Comcast Ventures, and how Corporate Venture Capital (CVC) has evolved.

(9:08) Why SF/Silicon Valley as a tech hub for Comcast Ventures.

(11:19) Her first public company board experience (with Adobe).

(13:15) Differences on serving on public and private (venture-backed) boards. "Much more hands-on in private companies."

(15:27) Differences between young and old public companies. Her experience on the board of On Running. "[M]y one advice to future board members or existing board members is to learn how to listen. And you're listening for different things, again, depending on the stage of the company."

(19:42) On "adversarial boards." 

(24:10) On OpenAI's board fiasco. Trust in CEOs and boardrooms. Private companies and founder misbehavior. "You never fire fast enough." "You know when things are off."

(32:35) On the current AI investment cycle.

(36:16) On the state of San Francisco as a city and tech hub.

(39:35) On women sports, and her involvement with Bay FC, a pro women's soccer team based in SF/Bay Area.

(43:09) Her thoughts on the debate and politicization of ESG and DEI.

(46:41)  Books that have greatly influenced her life: 

  1. The Innovator's Dilemma by Clay Christensen (1997)
  2. These Truths by Jill Lepore (2018)
  3. 21 Lessons for the 21st Century by Yuval Harari (2018)

(47:52) Her mentors: Ralph J. Roberts (founder of Comcast). 

(49:02) Quotes that she thinks of often or lives her life by: "Old men ought to be explorers" (T.S. Eliot) and "A house divided against itself cannot stand." (Abraham Lincoln)

(50:20) An unusual habit or absurd thing that she loves.

(51:07) The living person she most admires: Liz Cheney and Taylor Swift.

Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. Amy has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Amy Banse: On Board Dynamics and Listening Through Company Stages. Amy Banse, Evan Epstein 00:55:15 Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. She has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. In this episode we talk about her time leading Comcast Ventures and the evolution of Corporate Venture Capital. We also cover her experience as a director of public and private companies, including distinctions between these types of companies. We also address challenging governance matters, AI as the new new thing, DEI, plus the current state of SF and women sports. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. She has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. In this episode we talk about her time leading Comcast Ventures and the evolution of Corporate Venture Capital. We also cover her experience as a director of public and private companies, including distinctions between these types of companies. We also address challenging governance matters, AI as the new new thing, DEI, plus the current state of SF and women sports. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. startup boards, corporate governance, cvc, startups, venture capital, comcast ventures, san francisco, bay fc, dei, vc, investing, esg, adobe false full 132 9aa70bf2-582b-454c-a11e-f26d7efb06b7 Teresa Johnson: On ESG, Boardroom Diversity, and Truth to Power. (0:00) Intro.

(1:04) About the podcast sponsor: The American College of Governance Counsel.

(1:51) Start of interview.

(2:54) Terry's "origin story." 

(5:18) The start of her legal career with O'Melveny & Myers.

(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).

(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.

(14:55) On the evolution of the purpose of the corporation and emergence of ESG.

(17:28) Environmental risks and opportunities (the "E" in ESG)

(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."

(24:21) On the legal challenges to the SEC Climate Disclosure Rules.

(28:11) Social risks and opportunities (the "S" in ESG).

(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.

(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)

(42:14) Challenges to Nasdaq Board Diversity Rule.

(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).

(46:22) BASF's Truth and Power Distinguished Speaker Series.

(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)

(52:29)  Books that have greatly influenced her life: 

  1. My Life on the Road by Gloria Steinem (2015)
  2. Lady Justice by Dahlia Lithwick (2022)

(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice)  and her Dad.

(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)

(55:55) An unusual habit or absurd thing that she loves.

(56:14) The living person she most admires: Gloria Steinem.

Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 1 Apr 2024 12:30:00 +0000 evan.epstein@pacificaglobal.com (Teresa Johnson, Evan Epstein) https://boardroom-governance.com/episodes/teresa-johnson-emZZbEdo (0:00) Intro.

(1:04) About the podcast sponsor: The American College of Governance Counsel.

(1:51) Start of interview.

(2:54) Terry's "origin story." 

(5:18) The start of her legal career with O'Melveny & Myers.

(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).

(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.

(14:55) On the evolution of the purpose of the corporation and emergence of ESG.

(17:28) Environmental risks and opportunities (the "E" in ESG)

(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."

(24:21) On the legal challenges to the SEC Climate Disclosure Rules.

(28:11) Social risks and opportunities (the "S" in ESG).

(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.

(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)

(42:14) Challenges to Nasdaq Board Diversity Rule.

(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).

(46:22) BASF's Truth and Power Distinguished Speaker Series.

(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)

(52:29)  Books that have greatly influenced her life: 

  1. My Life on the Road by Gloria Steinem (2015)
  2. Lady Justice by Dahlia Lithwick (2022)

(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice)  and her Dad.

(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)

(55:55) An unusual habit or absurd thing that she loves.

(56:14) The living person she most admires: Gloria Steinem.

Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Teresa Johnson: On ESG, Boardroom Diversity, and Truth to Power. Teresa Johnson, Evan Epstein 00:57:35 Terry Johnson is a partner at Arnold & Porter and the current President of the Bar Association of San Francisco and its Justice and Diversity Center. In this episode, we talk about the book on ESG that she co-edited for the American Bar Association and we dive into ESG matters including some of its backlash. We also address the legal challenges to boardroom diversity, the Truth and Power Distinguished Speaker Series by the SF Bar Association, and other corporate governance trends of interest to directors. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Terry Johnson is a partner at Arnold & Porter and the current President of the Bar Association of San Francisco and its Justice and Diversity Center. In this episode, we talk about the book on ESG that she co-edited for the American Bar Association and we dive into ESG matters including some of its backlash. We also address the legal challenges to boardroom diversity, the Truth and Power Distinguished Speaker Series by the SF Bar Association, and other corporate governance trends of interest to directors. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. corporate governance, ab-979, nasdaq boardroom diversity rule, board composition, sec climate risk disclosure rule, esg backlash, sf bar association, corporate purpose, sb-826, ai, theranos, blackrock, truth and power distinguished speaker series, tyler schultz, esg, boardroom diversity, howard rice false full 131 6be004e4-8d39-4c80-af8e-40799461ca6b Mary Inman: On Theranos, Meta and Representing High Profile Whistleblowers. (0:00) Intro.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview.

(3:30) Mary's "origin story." 

(5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon).

(7:50) The Theranos case and her representation of Tyler Schulz.

(14:02) More about the SEC Whistleblower Program. 

(24:52) The Facebook (Meta) case and her representation of Frances Haugen. On the rise of whistleblowers in Silicon Valley: The Tech Worker Handbook (created by Ifeoma Ozoma, a whistleblower at Pinterest). The Silence No More Act (CA SB 331). Reference to Mark MacGann, the Uber whistleblower.

(31:00) On the health hazards to whistleblowers. Reference to New England Journal of Medicine article on impact in whistle-blowers in cases of major health care fraud. Unfortunate death of Boeing Whistleblower. The Personal Toll of Whistle-Blowing (New Yorker Magazine).

(37:52) On FCPA cases, and role of whistleblowers in foreign corruption enforced by the SEC and DOJ. Reference to the Billion Dollar Whale book.

(47:19) Future trends on whistleblower cases and corporate governance practices (elevation of Chief Compliance Officers).

(50:50)  Advice to board members: embrace whistleblowers and encourage speaking up. Reference to this study: Evidence on the Use and Efficacy of Internal Whistleblowing Systems.

(52:37) Books that have greatly influenced her life: children books by William Steig (inspired her parenting).

(53:17) Her mentor: Lisa Foster.

(54:53)  Quotes that she thinks of often or lives her life by: "The arc of the moral universe is long, but it bends toward justice." (Martin Luther King, Jr)

(55:53) An unusual habit or absurd thing that she loves.

(56:18) The living person she most admires: whistleblowers generally, "I call them Truth Tellers and Up Standers".

Mary Inman is a partner at Whistleblower Partners LLP, a new boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 18 Mar 2024 12:41:49 +0000 evan.epstein@pacificaglobal.com (Mary Inman, Evan Epstein) https://boardroom-governance.com/episodes/mary-inman-fnEYaVGR (0:00) Intro.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview.

(3:30) Mary's "origin story." 

(5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon).

(7:50) The Theranos case and her representation of Tyler Schulz.

(14:02) More about the SEC Whistleblower Program. 

(24:52) The Facebook (Meta) case and her representation of Frances Haugen. On the rise of whistleblowers in Silicon Valley: The Tech Worker Handbook (created by Ifeoma Ozoma, a whistleblower at Pinterest). The Silence No More Act (CA SB 331). Reference to Mark MacGann, the Uber whistleblower.

(31:00) On the health hazards to whistleblowers. Reference to New England Journal of Medicine article on impact in whistle-blowers in cases of major health care fraud. Unfortunate death of Boeing Whistleblower. The Personal Toll of Whistle-Blowing (New Yorker Magazine).

(37:52) On FCPA cases, and role of whistleblowers in foreign corruption enforced by the SEC and DOJ. Reference to the Billion Dollar Whale book.

(47:19) Future trends on whistleblower cases and corporate governance practices (elevation of Chief Compliance Officers).

(50:50)  Advice to board members: embrace whistleblowers and encourage speaking up. Reference to this study: Evidence on the Use and Efficacy of Internal Whistleblowing Systems.

(52:37) Books that have greatly influenced her life: children books by William Steig (inspired her parenting).

(53:17) Her mentor: Lisa Foster.

(54:53)  Quotes that she thinks of often or lives her life by: "The arc of the moral universe is long, but it bends toward justice." (Martin Luther King, Jr)

(55:53) An unusual habit or absurd thing that she loves.

(56:18) The living person she most admires: whistleblowers generally, "I call them Truth Tellers and Up Standers".

Mary Inman is a partner at Whistleblower Partners LLP, a new boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mary Inman: On Theranos, Meta and Representing High Profile Whistleblowers. Mary Inman, Evan Epstein 00:58:36 Mary Inman is a partner at Whistleblower Partners LLP, a boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. We discuss high-stakes whistleblower cases, including her representation of Tyler Schulz at Theranos and Frances Haugen at Facebook (Meta). We delve into the significance of the U.S. Whistleblower Reward Programs, and their impact on corporate transparency. We also talk about cases involving the Foreign Corrupt Practices Act (FCPA) in the international context. Reflecting on the recent tragic loss of Boeing whistleblower John Barnett, we discuss prevention strategies, mental health issues, and the evolving landscape of whistleblower protections. We conclude with some advice for board members on fostering a culture of accountability within organizations. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Mary Inman is a partner at Whistleblower Partners LLP, a boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. We discuss high-stakes whistleblower cases, including her representation of Tyler Schulz at Theranos and Frances Haugen at Facebook (Meta). We delve into the significance of the U.S. Whistleblower Reward Programs, and their impact on corporate transparency. We also talk about cases involving the Foreign Corrupt Practices Act (FCPA) in the international context. Reflecting on the recent tragic loss of Boeing whistleblower John Barnett, we discuss prevention strategies, mental health issues, and the evolving landscape of whistleblower protections. We conclude with some advice for board members on fostering a culture of accountability within organizations. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. doj whistleblower program, the tech worker handbook, dodd frank, ifeoma ozoma, boeing, fcpa, sec whistleblower program, petrobras, frances hougen, whistleblowers, uk anti bribery act, theranos, tyler schulz, foreign corrupt practices act, say no more act false full 130 2bbbfe53-9810-4915-b1d7-ffcc52af9c83 Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review (0:00) Intro

(1:02) About the podcast sponsor: The American College of Governance Counsel.

(1:49) Start of interview. 

(2:37) Katherine Henderson's "origin story."

(5:05) Amy Simmerman's "origin story."

(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.

(9:14) Caseload of Delaware Court of Chancery judges.

(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.

(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).

(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)

(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.

(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).

(36:55)  Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).

(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).

(45:13) Securities claims on misleading risk disclosures.

(46:55) What are the 1-3 books that have greatly influenced your life: 

  1. Amy:
    1. Obedience to Authority by Stanley Milgram (1974)
    2. Steppenwolf by Herman Hesse (1927)
  2. Katherine:
    1. The Feminine Mystique by Betty Friedan (1963)

(48:02) Who were their mentors, and what they learned from them.

(49:00) Quotes they think of often or live their life by.

(49:52) An unusual habit or an absurd thing that they love.

(50:35)  The living person they most admire.

__

Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 4 Mar 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Katherine Henderson, Amy Simmerman, Evan Epstein) https://boardroom-governance.com/episodes/henderson-and-simmerman-vyg3fS69 (0:00) Intro

(1:02) About the podcast sponsor: The American College of Governance Counsel.

(1:49) Start of interview. 

(2:37) Katherine Henderson's "origin story."

(5:05) Amy Simmerman's "origin story."

(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.

(9:14) Caseload of Delaware Court of Chancery judges.

(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.

(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).

(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)

(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.

(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).

(36:55)  Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).

(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).

(45:13) Securities claims on misleading risk disclosures.

(46:55) What are the 1-3 books that have greatly influenced your life: 

  1. Amy:
    1. Obedience to Authority by Stanley Milgram (1974)
    2. Steppenwolf by Herman Hesse (1927)
  2. Katherine:
    1. The Feminine Mystique by Betty Friedan (1963)

(48:02) Who were their mentors, and what they learned from them.

(49:00) Quotes they think of often or live their life by.

(49:52) An unusual habit or an absurd thing that they love.

(50:35)  The living person they most admire.

__

Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review Katherine Henderson, Amy Simmerman, Evan Epstein 00:52:51 Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goodrich & Rosati in San Francisco and Delaware, respectively. We discuss their firm’s “2023 Delaware Corporate Law and Litigation Year in Review.” We cover many relevant cases for board members including director and officer oversight obligations, controlling stockholder conflicts of interests, and governance matters in the venture-backed company context. We also address Delaware vs other states, new AI governance structures, stockholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goodrich & Rosati in San Francisco and Delaware, respectively. We discuss their firm’s “2023 Delaware Corporate Law and Litigation Year in Review.” We cover many relevant cases for board members including director and officer oversight obligations, controlling stockholder conflicts of interests, and governance matters in the venture-backed company context. We also address Delaware vs other states, new AI governance structures, stockholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. tripadvisor case, shareholder activism, corporate governance, entire fairness standard, texas, nevada, fiduciary duties, wilson sonsini goodrich & rosati, oversight duties, moelis case, wsgr, delaware, macdonald's case, caremark claims, nea vs rich case, independent directors, litigation, silicon valley false full 129 5e36957f-a6ef-4fa6-9b62-d801188dcf37 Vice Chancellor J. Travis Laster of the Delaware Court of Chancery: Ten Years of Trados, A Discussion of Fiduciary Duties. (0:00) Intro.

(2:27) About the podcast sponsor: The American College of Governance Counsel.

(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].

(4:17) Summary of the Trados case by Vice-Chancellor Laster. 

(9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.

(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.

(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. 

(28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.

(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.

(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."

(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).

(39:04)  Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."

  1. Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)
  2. 280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."

(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."

The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. 

Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 26 Feb 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Abraham Cable, Travis Laster, Evan Epstein) https://boardroom-governance.com/episodes/travis-laster-ythTzPDm (0:00) Intro.

(2:27) About the podcast sponsor: The American College of Governance Counsel.

(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].

(4:17) Summary of the Trados case by Vice-Chancellor Laster. 

(9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.

(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.

(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. 

(28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.

(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.

(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."

(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).

(39:04)  Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."

  1. Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)
  2. 280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."

(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."

The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. 

Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Vice Chancellor J. Travis Laster of the Delaware Court of Chancery: Ten Years of Trados, A Discussion of Fiduciary Duties. Abraham Cable, Travis Laster, Evan Epstein 00:49:54 This is a special episode originally recorded for participants of the VC-Backed Board Academy (VCBA), a new executive education program for directors of venture-backed companies by the University of California College of Law San Francisco, in partnership with Cooley and Nasdaq. The program is taking place at Cooley’s SF offices on March 8th, 2024. If you’re a director of a venture-backed company, you should definitely check it out and visit the website at uclawsf.edu/vcba. This podcast features a discussion with Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on fiduciary duties of venture-backed company directors and lessons from the Trados case, a landmark decision that addressed the question to whom fiduciary duties are owed when the interests of common and preferred stockholders’ conflict. My UC Law SF colleague Professor Abe Cable interviews Vice Chancellor Laster on the Trados case, plus other trends and matters relevant to directors of startup companies. Professor Cable published an article on this case at its five-year mark, and a retrospective on its 10th anniversary, calling it a watershed moment in defining the fiduciary duties of corporate directors affiliated with investment funds. Trados has now been cited in more than 120 judicial opinions, 170 law review articles, and an unknown number of law-firm slide decks explaining fiduciary law to corporate boards. This podcast is sponsored by the American College of Governance Counsel. This is a special episode originally recorded for participants of the VC-Backed Board Academy (VCBA), a new executive education program for directors of venture-backed companies by the University of California College of Law San Francisco, in partnership with Cooley and Nasdaq. The program is taking place at Cooley’s SF offices on March 8th, 2024. If you’re a director of a venture-backed company, you should definitely check it out and visit the website at uclawsf.edu/vcba. This podcast features a discussion with Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on fiduciary duties of venture-backed company directors and lessons from the Trados case, a landmark decision that addressed the question to whom fiduciary duties are owed when the interests of common and preferred stockholders’ conflict. My UC Law SF colleague Professor Abe Cable interviews Vice Chancellor Laster on the Trados case, plus other trends and matters relevant to directors of startup companies. Professor Cable published an article on this case at its five-year mark, and a retrospective on its 10th anniversary, calling it a watershed moment in defining the fiduciary duties of corporate directors affiliated with investment funds. Trados has now been cited in more than 120 judicial opinions, 170 law review articles, and an unknown number of law-firm slide decks explaining fiduciary law to corporate boards. This podcast is sponsored by the American College of Governance Counsel. conflicts of interest, outside directors, delaware court of chancery, standard of review, entire fairness standard, standard of conduct, startups, venture capital, redemption rights, trados, delaware, uc law sf, cooley, vcba, vc, vc-backed board academy, residual value maximization, independent directors, litigation, nasdaq, silicon valley false full 128 07c44bb7-5fb5-4d42-9016-c784ef57d927 Alexandre Rangel: Institutional Investors' Engagement in Latin America. (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview.

(4:00) Alexandre's "origin story." His time as Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023). 

(7:34) On his OECD background note on Institutional Investors' Engagement in Latin America (2023).

(14:56) Local institutional investors and pension funds engagement in Brazil. *reference to E118 with John Coates: The Problem of Twelve, Index Funds and Private Equity.

(17:23) On stewardship codes.

(19:58) On internal stewardship teams at asset managers and passive investors.

(21:05) Challenges of shareholder activism and dispersed ownership in Brazil.

(25:53) Enforcement and Cooperation between U.S. and Brazilian regulators. *Reference Enhanced Memorandum of IOSCO.

(28:03) On the governance of State-Owned Enterprises (SOEs).

(34:24)  The geopolitical landscape and where Brazil stands vis-a-vis China and the U.S.

(36:38) Fintech developments in Brazil. *Reference to Pix from Brazilian Central Bank (Open Finance Project).

(39:19)  The future of corporate governance in Brazil, and prospects to join the OECD. Private right of action for enforcement?

(41:29) Book that has greatly influenced his life: 

  1. The Economic Structure of Corporate Law by Frank H. Easterbrook and Daniel R. Fischel (1991)

(42:08) His mentor: his father.

(42:47)  Quotes that he thinks of often or lives her life by: "No need to hurry but do not waste time" by Jose Saramago. "I'm neither an optimist nor a pessimist, I prefer to be a hopeful realist." (Ariano Suassuna)

(43:44) An unusual habit or absurd thing that he loves.

(45:34) The living person he most admires.

Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently practicing law at Rangel Advogados.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 12 Feb 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Alexandre Rangel, Evan Epstein) https://boardroom-governance.com/episodes/alexandre-rangel-dYnydD_e (0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview.

(4:00) Alexandre's "origin story." His time as Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023). 

(7:34) On his OECD background note on Institutional Investors' Engagement in Latin America (2023).

(14:56) Local institutional investors and pension funds engagement in Brazil. *reference to E118 with John Coates: The Problem of Twelve, Index Funds and Private Equity.

(17:23) On stewardship codes.

(19:58) On internal stewardship teams at asset managers and passive investors.

(21:05) Challenges of shareholder activism and dispersed ownership in Brazil.

(25:53) Enforcement and Cooperation between U.S. and Brazilian regulators. *Reference Enhanced Memorandum of IOSCO.

(28:03) On the governance of State-Owned Enterprises (SOEs).

(34:24)  The geopolitical landscape and where Brazil stands vis-a-vis China and the U.S.

(36:38) Fintech developments in Brazil. *Reference to Pix from Brazilian Central Bank (Open Finance Project).

(39:19)  The future of corporate governance in Brazil, and prospects to join the OECD. Private right of action for enforcement?

(41:29) Book that has greatly influenced his life: 

  1. The Economic Structure of Corporate Law by Frank H. Easterbrook and Daniel R. Fischel (1991)

(42:08) His mentor: his father.

(42:47)  Quotes that he thinks of often or lives her life by: "No need to hurry but do not waste time" by Jose Saramago. "I'm neither an optimist nor a pessimist, I prefer to be a hopeful realist." (Ariano Suassuna)

(43:44) An unusual habit or absurd thing that he loves.

(45:34) The living person he most admires.

Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently practicing law at Rangel Advogados.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Alexandre Rangel: Institutional Investors' Engagement in Latin America. Alexandre Rangel, Evan Epstein 00:47:37 Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently back in private practice at his law firm Rangel Advogados. We discuss a recent note that he wrote for the OECD on Institutional Investors’ engagement in Latin America, enforcement trends and cooperation between US and Brazilian agencies, and specific board duties related to State Owned Enterprises (SOEs). We also talk about the new geopolitical landscape, fintech in Brazil, and the future of corporate governance in Brazil. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently back in private practice at his law firm Rangel Advogados. We discuss a recent note that he wrote for the OECD on Institutional Investors’ engagement in Latin America, enforcement trends and cooperation between US and Brazilian agencies, and specific board duties related to State Owned Enterprises (SOEs). We also talk about the new geopolitical landscape, fintech in Brazil, and the future of corporate governance in Brazil. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. soes, shareholder activism, corporate governance, institutional investors, cvm, fiduciary duties, brazil, central bank, corporate law, capital markets, fintech, stewardship, engagement, state owned enterprises, oecd, pix, sec, geopolitics, doj, securities regulation false full 127 bb1cdeb9-9ea0-49b7-bf01-208e33146bd4 Richard Blake: WSGR's 2023 Silicon Valley 150 Corporate Governance Report. (0:00) Intro.

(0:55) About the podcast sponsor: The American College of Governance Counsel.

(1:41) Start of interview.

(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.

(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.

(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.

(14:40)  On ESG backlash and regional differences. Importance of (institutional) investors.

(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.

(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.

(23:25)  On evolution of virtual meetings (board and stockholder meetings).

(26:15)  On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).

(32:13)  Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.

(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).

(39:40)  Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.

(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.

(47:00)  Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."

(49:24) Book that has greatly influenced his life: 

  1. The Prophet by Kahlil Gibran (1923)

(49:50) His professional mentors (WSGR): 

  1. Steve Bochner
  2. Katie Martin
  3. Jose Macias

(50:35)  Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. 

(51:10) An unusual habit or absurd thing that he loves.

(51:58) The living person he most admires: his parents.

Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 5 Feb 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Richard Blake, Evan Epstein) https://boardroom-governance.com/episodes/richard-blake-hMHH5QWU (0:00) Intro.

(0:55) About the podcast sponsor: The American College of Governance Counsel.

(1:41) Start of interview.

(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.

(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.

(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.

(14:40)  On ESG backlash and regional differences. Importance of (institutional) investors.

(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.

(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.

(23:25)  On evolution of virtual meetings (board and stockholder meetings).

(26:15)  On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).

(32:13)  Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.

(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).

(39:40)  Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.

(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.

(47:00)  Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."

(49:24) Book that has greatly influenced his life: 

  1. The Prophet by Kahlil Gibran (1923)

(49:50) His professional mentors (WSGR): 

  1. Steve Bochner
  2. Katie Martin
  3. Jose Macias

(50:35)  Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. 

(51:10) An unusual habit or absurd thing that he loves.

(51:58) The living person he most admires: his parents.

Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Richard Blake: WSGR's 2023 Silicon Valley 150 Corporate Governance Report. Richard Blake, Evan Epstein 00:53:46 Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. In this episode we discuss WSGR's 2023 Silicon Valley 150 Corporate Governance Report. We talk about some of its findings, include the evolution of virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. In this episode we discuss WSGR's 2023 Silicon Valley 150 Corporate Governance Report. We talk about some of its findings, include the evolution of virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. climate change, shareholder activism, proxy statements, corporate governance, climate change disclosure rules, disclosures, virtual meetings, sv150, artificial intelligence, delaware chancery court, wilson sonsini, elon musj, california, universal proxy rules, regulatory enforcement, wsgr, esg backlash, delaware, antitrust, ai, board committees, multi-class share structures, sec, cybersecurity, nasdaq, esg, human capital, dual class shares false full 126 13521823-4cd9-4221-9f2e-8f4910a2eecc Scott Kupor: Navigating the VC and Startup Governance Landscape in 2024. (0:00) Intro.

(1:36) About this podcast's sponsor: The American College of Governance Counsel.

(2:23) Start of interview.

(3:33) On the collapse of SVB and its impact to Silicon Valley and the VC industry.

(9:05) On the state of private markets. *Reference to Aileen Lee's post on Unicorn update (2013-2024).

(14:35) How VCs are approaching tough conversations on shutdowns, downrounds and/or recaps in this down market cycle. *Reference to Scott's book Secrets of Sand Hill Road: Venture Capital and How to Get It (2019).

(19:10) On the evolution of secondary markets (including founders taking secondaries) and the idea of staying private for longer ("SPL").

(24:15) On startup compensation practices (stock option vesting schedules, RSUs).

(26:21) On a16z's expansion to NYC (~80 employees) and internationally to London. 

(28:52) On geopolitics challenges, including China. 

(31:06) On the crypto industry (Web3) and its regulatory challenges. 

(34:37) On AI as an investment thesis.

(35:30) On some of the novel corporate governance structures used by some leading AI companies (PBCs, LTBTs, etc). On the OpenAI board crisis.

(38:37) Fraud in private markets.

(41:44) On ESG and DEI in the venture-backed startup market. *Reference to a16z Cultural Leadership Fund and Talent x Opportunity (TXO). How LPs think about this, both in the US and abroad.

(44:45) On California as a tech hub and some of its "exodus".

(46:35) Corporate governance matters for late stage companies, independent directors and "overboarding" in the VC context.

Scott Kupor is an investing partner focused on growth-stage companies building in the bio and healthcare industries, manages the firm’s investor relations team, and is responsible for the firm’s growth initiatives. 

You can follow Scott on social media at:

Twitter (X): @skupor

LinkedIn: https://www.linkedin.com/in/scottkupor/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 29 Jan 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Scott Kupor, Evan Epstein) https://boardroom-governance.com/episodes/scott-kupor-2024-NarQgyyE (0:00) Intro.

(1:36) About this podcast's sponsor: The American College of Governance Counsel.

(2:23) Start of interview.

(3:33) On the collapse of SVB and its impact to Silicon Valley and the VC industry.

(9:05) On the state of private markets. *Reference to Aileen Lee's post on Unicorn update (2013-2024).

(14:35) How VCs are approaching tough conversations on shutdowns, downrounds and/or recaps in this down market cycle. *Reference to Scott's book Secrets of Sand Hill Road: Venture Capital and How to Get It (2019).

(19:10) On the evolution of secondary markets (including founders taking secondaries) and the idea of staying private for longer ("SPL").

(24:15) On startup compensation practices (stock option vesting schedules, RSUs).

(26:21) On a16z's expansion to NYC (~80 employees) and internationally to London. 

(28:52) On geopolitics challenges, including China. 

(31:06) On the crypto industry (Web3) and its regulatory challenges. 

(34:37) On AI as an investment thesis.

(35:30) On some of the novel corporate governance structures used by some leading AI companies (PBCs, LTBTs, etc). On the OpenAI board crisis.

(38:37) Fraud in private markets.

(41:44) On ESG and DEI in the venture-backed startup market. *Reference to a16z Cultural Leadership Fund and Talent x Opportunity (TXO). How LPs think about this, both in the US and abroad.

(44:45) On California as a tech hub and some of its "exodus".

(46:35) Corporate governance matters for late stage companies, independent directors and "overboarding" in the VC context.

Scott Kupor is an investing partner focused on growth-stage companies building in the bio and healthcare industries, manages the firm’s investor relations team, and is responsible for the firm’s growth initiatives. 

You can follow Scott on social media at:

Twitter (X): @skupor

LinkedIn: https://www.linkedin.com/in/scottkupor/

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Scott Kupor: Navigating the VC and Startup Governance Landscape in 2024. Scott Kupor, Evan Epstein 00:49:58 Scott Kupor is the Managing Partner of Andreessen Horowitz, one of the leading VC firms in Silicon Valley. Scott has been with a16z since its founding in 2009 and has overseen its rapid growth, from $300 million in AUM to over $35 billion today. That’s almost 3 times as much as when we last spoke in June of 2020, for E5 of this podcast. Scott is also the author of the book "Secrets of Sand Hill Road: Venture Capital and How to Get It", which I strongly recommend for anyone interested in venture capital and corporate governance. In this podcast, we talk about many issues, including the SVB collapse, the state of private markets and the role of the board in this downcycle. We also address the growth of AI, novel corporate governance structures by AI companies, and the new geopolitical landscape, including de-coupling or de-risking from China. In addition, we cover crypto markets, fraud in private markets, the state of ESG and DEI in the startup community, among other topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Scott Kupor is the Managing Partner of Andreessen Horowitz, one of the leading VC firms in Silicon Valley. Scott has been with a16z since its founding in 2009 and has overseen its rapid growth, from $300 million in AUM to over $35 billion today. That’s almost 3 times as much as when we last spoke in June of 2020, for E5 of this podcast. Scott is also the author of the book "Secrets of Sand Hill Road: Venture Capital and How to Get It", which I strongly recommend for anyone interested in venture capital and corporate governance. In this podcast, we talk about many issues, including the SVB collapse, the state of private markets and the role of the board in this downcycle. We also address the growth of AI, novel corporate governance structures by AI companies, and the new geopolitical landscape, including de-coupling or de-risking from China. In addition, we cover crypto markets, fraud in private markets, the state of ESG and DEI in the startup community, among other topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, corporate governance, startup compensation, overboarding, silicon valley bank, secondary markets, secrets of sand hill road, artificial intelligence, california, venture capital, fraud, a16z, web 3.0, ai, dei, vc, unicorns, independent directors, crypto, svb, andreessen horowitz, esg, silicon valley false full 125 545243f8-13a3-4f10-b777-3ed2da91aa5e Nicolas Darveau-Garneau: "The Greatest AI Risk is Inaction." (0:00) Intro.

(1:28) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview.

(3:09) Nick's "origin story." 

(6:36) On his first startup IMix.com (focused on music streaming)

(7:55) His pivot as an equity analyst at Sanford Bernstein.

(8:32)  His focus on investing in and advising internet companies.

(9:56) His time at Google (2010-2022), first in Canada then as Chief Evangelist.

(13:21) His time at Chief Growth and Strategy Officer at Coveo, a Canadian AI company (2022-2023).

(14:44)  Joining the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining,  and Alida and advising boards on AI. Teaching at the Rotman School of Management, Northwestern and the Canadian Institute of Directors (ICD).

(16:55)  Defining AI. The types of AI: 1) Computational AI, 2) Sensors AI, and 3) Generative AI.

(21:22)  The future of Generative AI: Big Tech or startups? 

(24:42)  On whether the investment mania in AI is justified. "This technology wave is likely to be much more significant than the internet." "It's the most important technology wave that I have ever seen in my career."

(26:19)  How corporate directors should think about opportunities and risks of AI. "The most important thing in governance for a board, in my view for AI, is making sure there is movement." Other risks: 1) Use of confidential information, 2) Creating a private version of AI, 3) Hallucinations (fake information by AI), 4) Issues of bias. Corporate training.

(35:07)  On where AI fits in board committees, and on surge of AI experts on boardrooms. *recommendation by Nick: Coursera class on prompt engineering (Vanderbilt University).

(39:51) On AI regulation by the US (EO by President Biden), EU, Canada and others.

(46:03)  The US-China race on AI - geopolitical implications. *reference to Marc Andreessen's article Why AI Will Save the World.

(50:03) On OpenAI's board fiasco and some of the unusual governance structures of leading AI companies.

(54:45) Books that have greatly influenced his life: 

  1. The Little Prince by Antoine de Saint-Exupéry (1943)
  2. 1984 by George Orwell (1949)

(55:50) His mentors: #1 his mother, #2 McKinsey & Co.

(56:33)  Quotes that he thinks of often or lives her life by: "You miss 100% of the shots you don't take" by Wayne Gretzky.

(57:30) An unusual habit or absurd thing that he loves: Keeping track and data of his healthcare. He recommends the book "Outlive" by Peter Attia. Two tests that he recommends: Cleerly heart scan using AI and Galleri test for cancer detection. Tracks VO2 Max.

(1:00:04) The living person he most admires: Anders Tegnell (Sweden's state epidemiologist).

(1:02:18) Recommendation for corporate directors on where to get started on getting educated on AI.

Nicolas Darveau-Garveau is an AI and digital transformation expert. He was Google’s Chief Evangelist and worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 16 Jan 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Nicolas Darveau-Garneau, Evan Epstein) https://boardroom-governance.com/episodes/nicolas-darveau-garneau-pq31hZH8 (0:00) Intro.

(1:28) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview.

(3:09) Nick's "origin story." 

(6:36) On his first startup IMix.com (focused on music streaming)

(7:55) His pivot as an equity analyst at Sanford Bernstein.

(8:32)  His focus on investing in and advising internet companies.

(9:56) His time at Google (2010-2022), first in Canada then as Chief Evangelist.

(13:21) His time at Chief Growth and Strategy Officer at Coveo, a Canadian AI company (2022-2023).

(14:44)  Joining the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining,  and Alida and advising boards on AI. Teaching at the Rotman School of Management, Northwestern and the Canadian Institute of Directors (ICD).

(16:55)  Defining AI. The types of AI: 1) Computational AI, 2) Sensors AI, and 3) Generative AI.

(21:22)  The future of Generative AI: Big Tech or startups? 

(24:42)  On whether the investment mania in AI is justified. "This technology wave is likely to be much more significant than the internet." "It's the most important technology wave that I have ever seen in my career."

(26:19)  How corporate directors should think about opportunities and risks of AI. "The most important thing in governance for a board, in my view for AI, is making sure there is movement." Other risks: 1) Use of confidential information, 2) Creating a private version of AI, 3) Hallucinations (fake information by AI), 4) Issues of bias. Corporate training.

(35:07)  On where AI fits in board committees, and on surge of AI experts on boardrooms. *recommendation by Nick: Coursera class on prompt engineering (Vanderbilt University).

(39:51) On AI regulation by the US (EO by President Biden), EU, Canada and others.

(46:03)  The US-China race on AI - geopolitical implications. *reference to Marc Andreessen's article Why AI Will Save the World.

(50:03) On OpenAI's board fiasco and some of the unusual governance structures of leading AI companies.

(54:45) Books that have greatly influenced his life: 

  1. The Little Prince by Antoine de Saint-Exupéry (1943)
  2. 1984 by George Orwell (1949)

(55:50) His mentors: #1 his mother, #2 McKinsey & Co.

(56:33)  Quotes that he thinks of often or lives her life by: "You miss 100% of the shots you don't take" by Wayne Gretzky.

(57:30) An unusual habit or absurd thing that he loves: Keeping track and data of his healthcare. He recommends the book "Outlive" by Peter Attia. Two tests that he recommends: Cleerly heart scan using AI and Galleri test for cancer detection. Tracks VO2 Max.

(1:00:04) The living person he most admires: Anders Tegnell (Sweden's state epidemiologist).

(1:02:18) Recommendation for corporate directors on where to get started on getting educated on AI.

Nicolas Darveau-Garveau is an AI and digital transformation expert. He was Google’s Chief Evangelist and worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Nicolas Darveau-Garneau: "The Greatest AI Risk is Inaction." Nicolas Darveau-Garneau, Evan Epstein 01:04:44 Nicolas Darveau-Garneau is an AI and digital transformation expert with over 25 years of experience. He was Google’s Chief Evangelist, where he worked with the C-suites of more than 800 of Google’s top customers to help them accelerate their digital transformation. Nick also worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida. In this episode we discuss all things AI from a boardroom perspective. We also address regulatory challenges, geopolitics, the OpenAI board fiasco, and some of the novel corporate structures around leading AI companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Nicolas Darveau-Garneau is an AI and digital transformation expert with over 25 years of experience. He was Google’s Chief Evangelist, where he worked with the C-suites of more than 800 of Google’s top customers to help them accelerate their digital transformation. Nick also worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida. In this episode we discuss all things AI from a boardroom perspective. We also address regulatory challenges, geopolitics, the OpenAI board fiasco, and some of the novel corporate structures around leading AI companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. corporate governance, board expertise, risks, strategy, tsx, artificial intelligence, growth, alida, openai, coveo, china, ia financial group, mcewen mining, rotman school of management, northwestern university, ai, boardroom, google, ai regulation, chatgpt, board committees, canadian institute of directors, why ai will save the world, university of toronto, canada, toronto stock exchange false full 124 3fbd2320-438c-4fe8-bc19-7d4ca00915a3 Joe Grundfest: "The Biggest Governance Trend for 2024 is the Corporation as a Piñata." (0:00) Intro.

(2:21) About this podcast's sponsor: The American College of Governance Counsel.

(3:08) Start of interview.

(3:50) On  collapse of SVB & other banks. Lessons for board members. *Reference to video from Stanford Rock Center

(12:00) On the state of private markets and unicorns. Downturn and shutdowns in VC-backed startups. *Per Pitchbook: “Approx 3,200 private VC-backed U.S. companies have gone out of business this year. Combined, those companies raised north of $27B.”

(15:32) On the growth of AI. "The pixie dust."

(18:25) On OpenAI's board fiasco and the company's controversial structure.

"The fundamental problem is with the idea that you can achieve what OpenAI wanted to achieve in terms of guardrails. That's the fundamental point. The second problem is the structure. The structure was all wrong. And the third problem was the people. These were the wrong people to be serving on these boards with the wrong structure, or seeking an objective that can't be obtained." *reference to public choice theory, impossibility theorem by Ken Arrow.

*Reference to innovations in corporate governance structures of AI companies (OpenAI, Anthropic, xAI).

(26:07) On geopolitics of AI: China not bound by same guardrails.

(28:56) On the crypto industry and its regulatory challenges. The case of Ripple vs SEC.

(33:11) Fraud in private markets (ie Elizabeth Holmes, SBF, Trevor Milton and other high profile convictions).

(34:18)  ESG/DEI backlash and the politicization of corporation governance. "This is situation where less is more."

(38:27)  Biggest winner in business in 2023.

(40:32)  Biggest loser in business in 2023.

(42:46) Biggest business surprise of 2023.

(45:43)  Best and worst corporate governance trend from 2023.

(47:24) The biggest corporate governance trend to watch out for in 2024.

Joseph A. Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 9 Jan 2024 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Joe Grundfest) https://boardroom-governance.com/episodes/joe-grundfest-iv-3Xb6L_AN (0:00) Intro.

(2:21) About this podcast's sponsor: The American College of Governance Counsel.

(3:08) Start of interview.

(3:50) On  collapse of SVB & other banks. Lessons for board members. *Reference to video from Stanford Rock Center

(12:00) On the state of private markets and unicorns. Downturn and shutdowns in VC-backed startups. *Per Pitchbook: “Approx 3,200 private VC-backed U.S. companies have gone out of business this year. Combined, those companies raised north of $27B.”

(15:32) On the growth of AI. "The pixie dust."

(18:25) On OpenAI's board fiasco and the company's controversial structure.

"The fundamental problem is with the idea that you can achieve what OpenAI wanted to achieve in terms of guardrails. That's the fundamental point. The second problem is the structure. The structure was all wrong. And the third problem was the people. These were the wrong people to be serving on these boards with the wrong structure, or seeking an objective that can't be obtained." *reference to public choice theory, impossibility theorem by Ken Arrow.

*Reference to innovations in corporate governance structures of AI companies (OpenAI, Anthropic, xAI).

(26:07) On geopolitics of AI: China not bound by same guardrails.

(28:56) On the crypto industry and its regulatory challenges. The case of Ripple vs SEC.

(33:11) Fraud in private markets (ie Elizabeth Holmes, SBF, Trevor Milton and other high profile convictions).

(34:18)  ESG/DEI backlash and the politicization of corporation governance. "This is situation where less is more."

(38:27)  Biggest winner in business in 2023.

(40:32)  Biggest loser in business in 2023.

(42:46) Biggest business surprise of 2023.

(45:43)  Best and worst corporate governance trend from 2023.

(47:24) The biggest corporate governance trend to watch out for in 2024.

Joseph A. Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Grundfest: "The Biggest Governance Trend for 2024 is the Corporation as a Piñata." Evan Epstein, Joe Grundfest 00:50:25 Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle. In this podcast, we review 2023 and talk about corporate governance trends for the coming year. Among other topics, we discuss: 1) The SVB and the banking crisis of 2023, 2) The current state and future of private markets and unicorns, 3) The growth of AI and the OpenAI boardroom crisis – including some geopolitical concerns, 4) The fate of Crypto and its regulation, and 5) The increasing politicization of ESG and DEI and how boards should address these concerns. We also talk about: 1) Biggest winner and looser in business of 2023; 2) Biggest business surprise from last year; 3) Best and worst corporate governance trends last year; and 4) Biggest corporate governance trend to watch out for in 2024. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle. In this podcast, we review 2023 and talk about corporate governance trends for the coming year. Among other topics, we discuss: 1) The SVB and the banking crisis of 2023, 2) The current state and future of private markets and unicorns, 3) The growth of AI and the OpenAI boardroom crisis – including some geopolitical concerns, 4) The fate of Crypto and its regulation, and 5) The increasing politicization of ESG and DEI and how boards should address these concerns. We also talk about: 1) Biggest winner and looser in business of 2023; 2) Biggest business surprise from last year; 3) Best and worst corporate governance trends last year; and 4) Biggest corporate governance trend to watch out for in 2024. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. private markets, corporate governance, kenneth arrow, boards, stanford, startups, impossibility theorem, openai, taylor swift, china, venture capital, securities and exchange commission, fraud, ripple, banking crisis, dei, sam bankman fried, vc, vc-backed companies, anthropic, sec, unicorns, geopolitics, crypto, svb, bibi netanyahu, esg, silicon valley false full 123 6b29e88a-4ec1-4ccb-8ec8-af5449ccacbf Elizabeth Pollman and Yifat Aran: Ousted, Startup Failure and Equity Compensation in the Unicorn Era. (0:00) Intro.

(1:28) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview.

(3:16) Yifat's "origin story." 

(6:20) Yifat's bio and positions at the University of Haifa and Technion - Israel Institute of Technology.

(8:00) About Elizabeth Pollman, Professor at the Penn Carey Law School at the U. of Pennsylvania.

(9:57) About their article, Ousted (2023). 

"We use that term broadly to refer to being forced or pushed to step down from the CEO role, specifically that managerial role, despite having significant control. And what we're arguing is that there's a whole bunch of countervailing forces and factors that can work to limit the durability of the founder CEO's power and ultimately can lead to them resigning from that managerial role."

(11:58) Examples of countervailing forces and factors to the founder/CEO power. Differences between public and private companies. Influence of voting rights.

(15:20) Influence of margin loans (backed by founder stock) and secondary sales in corporate governance. *Reference to E41 with Maureen Farell on Cult of We (Aug 2021).

(19:31) Conflict with regulators, investors and other stakeholders (example: Uber). *Reference to Elizabeth Pollman's article on Regulatory Entrepreneurship. 

(22:19) On employee pressure in corporate governance.

(23:00) On OpenAI's board debacle (involving Sam Altman's ouster and reinstatement). 

(29:31) Other founder/CEO cases referenced in Ousted. *Mention of E64 with Keir Gumps, involved in Uber's governance clean-up. Cases of Elizabeth Holmes (Theranos) and Sam Bankman-Fried (FTX). On externalities from lack of corporate governance in startups, particularly unicorns. The impact of the Power Law in VC-backed companies.

(36:26) Take-aways from their article Ousted. Gap between academia and practice.

(40:04) Elizabeth Pollman's article Startup Failure. *Reference to E3 with Elizabeth Pollman on Startup Governance and Regulatory Entrepreneurship (May 2020).

"[I]t's really important that law and culture facilitate the efficient flow of the failure of venture-backed startups and that failed startups can do so with honor because that's what sustains our system in a big way, out of which comes these few successes. 
But we also have to have a way of dealing with lots of failed startups (ie. M&A, acquihires, ABCs, and liquidation)."

*Reference to my newsletter describing a time of "downrounds, shutdowns and recaps" on a monthly basis.

(44:28) Yifat Aran's article The RSU Time Bomb: Regulating Startup Equity Compensation in the Unicorn Era. Triggered by Stripe's downround in March 2023 (raising $6.5 billion at $50 billion valuation).

(52:51)  On current equity compensation practices and the private/public market divides.

(54:51) Consequences of startups staying private for longer (SPL) or forever.

- Rapid fire questions for Yifat Aran:

(58:31) Books that have greatly influenced her life: 

  1. The Death of Ivan Ilyich by Leo Tolstoy (1886)

(59:56) Her mentors: 

  1. Dorit Beinisch (Former President of the Supreme Court of Israel)
  2. Joe Grundfest, Stanford Law School.
  3. Elizabeth Pollman, Penn Carey Law School.

(01:02:30) Quotes that she thinks of often or lives her life by: "I believe that you can achieve everything, but you aren't likely to achieve everything at the same time."

(01:03:13) An unusual habit or absurd thing that she loves: chic flicks and gummy bears to write papers.

(01:03:46) A living person she admires: Arthur Rock.

Elizabeth Pollman is a Professor of Law and the Co-Director of the Institute for Law & Economics at the University of Pennsylvania Carey Law School. She teaches and writes in the areas of corporate law and governance, as well as startups, venture capital, and entrepreneurship.

Yifat Aran is an Assistant Professor of Law at the University of Haifa. She is also a lecturer in the MBA program at the Technion, Israel Institute of Technology, and a research fellow at the Rutgers Institute for the Study of Employee Ownership and Profit Sharing. She is primarily interested in corporate law and governance and securities regulation, with a focus on venture capital and entrepreneurship. 

__

This podcast is sponsored by the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 27 Dec 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Yifat Aran, Elizabeth Pollman, Evan Epstein) https://boardroom-governance.com/episodes/pollman-aran-fW1r0IiM (0:00) Intro.

(1:28) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview.

(3:16) Yifat's "origin story." 

(6:20) Yifat's bio and positions at the University of Haifa and Technion - Israel Institute of Technology.

(8:00) About Elizabeth Pollman, Professor at the Penn Carey Law School at the U. of Pennsylvania.

(9:57) About their article, Ousted (2023). 

"We use that term broadly to refer to being forced or pushed to step down from the CEO role, specifically that managerial role, despite having significant control. And what we're arguing is that there's a whole bunch of countervailing forces and factors that can work to limit the durability of the founder CEO's power and ultimately can lead to them resigning from that managerial role."

(11:58) Examples of countervailing forces and factors to the founder/CEO power. Differences between public and private companies. Influence of voting rights.

(15:20) Influence of margin loans (backed by founder stock) and secondary sales in corporate governance. *Reference to E41 with Maureen Farell on Cult of We (Aug 2021).

(19:31) Conflict with regulators, investors and other stakeholders (example: Uber). *Reference to Elizabeth Pollman's article on Regulatory Entrepreneurship. 

(22:19) On employee pressure in corporate governance.

(23:00) On OpenAI's board debacle (involving Sam Altman's ouster and reinstatement). 

(29:31) Other founder/CEO cases referenced in Ousted. *Mention of E64 with Keir Gumps, involved in Uber's governance clean-up. Cases of Elizabeth Holmes (Theranos) and Sam Bankman-Fried (FTX). On externalities from lack of corporate governance in startups, particularly unicorns. The impact of the Power Law in VC-backed companies.

(36:26) Take-aways from their article Ousted. Gap between academia and practice.

(40:04) Elizabeth Pollman's article Startup Failure. *Reference to E3 with Elizabeth Pollman on Startup Governance and Regulatory Entrepreneurship (May 2020).

"[I]t's really important that law and culture facilitate the efficient flow of the failure of venture-backed startups and that failed startups can do so with honor because that's what sustains our system in a big way, out of which comes these few successes. 
But we also have to have a way of dealing with lots of failed startups (ie. M&A, acquihires, ABCs, and liquidation)."

*Reference to my newsletter describing a time of "downrounds, shutdowns and recaps" on a monthly basis.

(44:28) Yifat Aran's article The RSU Time Bomb: Regulating Startup Equity Compensation in the Unicorn Era. Triggered by Stripe's downround in March 2023 (raising $6.5 billion at $50 billion valuation).

(52:51)  On current equity compensation practices and the private/public market divides.

(54:51) Consequences of startups staying private for longer (SPL) or forever.

- Rapid fire questions for Yifat Aran:

(58:31) Books that have greatly influenced her life: 

  1. The Death of Ivan Ilyich by Leo Tolstoy (1886)

(59:56) Her mentors: 

  1. Dorit Beinisch (Former President of the Supreme Court of Israel)
  2. Joe Grundfest, Stanford Law School.
  3. Elizabeth Pollman, Penn Carey Law School.

(01:02:30) Quotes that she thinks of often or lives her life by: "I believe that you can achieve everything, but you aren't likely to achieve everything at the same time."

(01:03:13) An unusual habit or absurd thing that she loves: chic flicks and gummy bears to write papers.

(01:03:46) A living person she admires: Arthur Rock.

Elizabeth Pollman is a Professor of Law and the Co-Director of the Institute for Law & Economics at the University of Pennsylvania Carey Law School. She teaches and writes in the areas of corporate law and governance, as well as startups, venture capital, and entrepreneurship.

Yifat Aran is an Assistant Professor of Law at the University of Haifa. She is also a lecturer in the MBA program at the Technion, Israel Institute of Technology, and a research fellow at the Rutgers Institute for the Study of Employee Ownership and Profit Sharing. She is primarily interested in corporate law and governance and securities regulation, with a focus on venture capital and entrepreneurship. 

__

This podcast is sponsored by the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Elizabeth Pollman and Yifat Aran: Ousted, Startup Failure and Equity Compensation in the Unicorn Era. Yifat Aran, Elizabeth Pollman, Evan Epstein 01:07:00 Elizabeth Pollman is a Professor at the University of Pennsylvania Carey Law School. Yifat Aran is an Assistant Professor of Law at the University of Haifa. We dive into their article titled “Ousted” where they observe that “a substantial number of founder-CEOs have been ousted—forced or pushed to step down from the CEO role despite maintaining important indicia of control that, according to prevailing theory, empowers them to withstand such pressures.” We also discuss other topics involving the governance of venture-backed companies, including the OpenAI governance debacle, startup failure, equity compensation in the unicorn era, private vs public markets and the Silicon Valley ecosystem generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Elizabeth Pollman is a Professor at the University of Pennsylvania Carey Law School. Yifat Aran is an Assistant Professor of Law at the University of Haifa. We dive into their article titled “Ousted” where they observe that “a substantial number of founder-CEOs have been ousted—forced or pushed to step down from the CEO role despite maintaining important indicia of control that, according to prevailing theory, empowers them to withstand such pressures.” We also discuss other topics involving the governance of venture-backed companies, including the OpenAI governance debacle, startup failure, equity compensation in the unicorn era, private vs public markets and the Silicon Valley ecosystem generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. staying private for longer, ousted, technion, corporate governance, boards, university of haifa, power law, startups, openai, venture capital, adam neumann, wework, theranos, elizabeth holmes, university of pennsylvannia, vc, penn carey law school, unicorns, equity compensation, ftx, sam altman, silicon valley false full 122 2c9fc9cc-9cec-4be5-b2c4-6279eabcd3f4 Larry Clinton: "The Essence of Cybersecurity is that All the Incentives Favor the Bad Guys." (0:00) Intro.

(1:21) About the podcast sponsor: The American College of Governance Counsel.

(2:08) Start of interview.

(2:49) Larry's "origin story." 

(4:49) About the Internet Security Alliance (ISA). Founded in 2000 by former Congressman Dave McCurdy, former chairman of the House Intelligence Committee. Larry joined as CEO from the beginning.

"The ISA view is that we need to look at not just how the attacks are occurring, we also need to look at why the attacks occur. 
Because unless we understand why the attacks occur, we're never going to be able to create a truly sustainable system."

"Cyberattacks are cheap, easy to acquire, they're incredibly profitable, trillions of dollars a year in damage. The business plan is fabulous, same attacks all over the world constantly. It's hard for on the defense side, we're defending an incredibly porous perimeter. It's hard to show return on investment to things you've prevented, and there's no law enforcement. We prosecute maybe 1% of cybercrimes. So it's that imbalance in the economics of cybersecurity that ISA focuses on."

"The reason that we have all these attacks is because it is such a profitable endeavor to do these attacks."

(10:19) China's threat in cybersecurity.

(12:07) About the NACD/ISA Director's Handbook on Cyber-Risk Oversight.

(15:36) On the evolution of the Directors' Handbook since it's first version in 2014. International editions, and adding a 6th ESG principle ("the systemic resilience and and collaboration principle").

(20:20) On the cost of cyber crimes: expected to cost the world ~$8 trillion dollars in 2023 (per the WEC).

"The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."

(24:40)  Principle 1: Cybersecurity from IT risk to a strategic, enterprise risk.

"We would argue that cybersecurity should be considered in the same sense by a board, that they would consider finance and legal. So the board does not make any decision, any important decision, without consulting with legal and finance. We would argue in the 21st century, there's not a single important decision the board makes, major decision, that does not have a cybersecurity component to it."

(27:12)  Principle 2: Legal and Disclosure Obligations.

(28:05)  Principle 3: Board Oversight Structure and Access to Expertise.

"[I]t is probably not necessary, it may not even be a good thing, to have a cyber experts, so to speak, on the board. We think that this is a full board responsibility."

(29:43)  Principle 4: Enterprise Framework for Managing Cyber Risk.

(31:03)  Principle 5: Cybersecurity Measurement and Reporting.

"[T]he core definition of what a cyber risk is, is how much money is this going to cost our firm over a certain period of time. 
That's a definition of risk. And you need to be able to figure out what this means to the business. [T]here is all sorts of spending, you know, in cybersecurity. We are now seeing exhaustion with that. We're seeing boards saying, hey, we're not going to increase your budget by 200% every year. Can't do it."

(33:53)  On the SEC mandating cybersecurity experts in the boardroom..

"ISA's number one legislative agenda is we need much more cybersecurity people. You know, one of the reasons that we can't have a cyber expert on every board is we don't have enough cyber experts for every board."

(36:53) On SolarWinds' CISO enforcement action, and the case of Uber's CISO conviction.

(41:40)  How should boards think about China risk ("digital silk road")

"I think it was General Alexander who commented that the theft of intellectual property from cyber means is the largest single theft in world history."

(45:36)  Regulating Artificial Intelligence (AI) and OpenAI's case.

"Dave McCurdy used to say that Congress does two things well, nothing and overreact. So we're in that do nothing space with AI now. We don't want to overreact."

(49:28) Three other issues for boards to consider: 1) The cybersecurity personnel shortage (we currently have a shortage of about 750,000 cybersecurity jobs we can't fill); 2) We should create an economic cyber security model; and 3) Challenges to Government regulation of cybersecurity.

(53:08) Books that have greatly influenced his life: 

  1. Working by Stud Turkel (1974)

(53:47) His mentor: his father.

(54:49)  Quotes that he thinks of often or lives her life by: "This argument has the added benefit of being true" by Henry Kissinger. "The Godfather is never afraid to demonstrate his friendship first." from The Godfather book by Mario Puzo.

(56:12) An unusual habit or absurd thing that he loves: "(Post COVID) I spend an hour a day just with my son, an hour a day just with my wife and an hour a day working out for my own health."

(58:00) The living person he most admires: Barack Obama.

(59:43) About his new TV show "Fixing Cybersecurity" (launching in January 2024).

Larry Clinton is the President and CEO of the Internet Security Alliance.

__

This podcast is sponsored by the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 19 Dec 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Larry Clinton, Evan Epstein) https://boardroom-governance.com/episodes/larry-clinton-km5mtlTv (0:00) Intro.

(1:21) About the podcast sponsor: The American College of Governance Counsel.

(2:08) Start of interview.

(2:49) Larry's "origin story." 

(4:49) About the Internet Security Alliance (ISA). Founded in 2000 by former Congressman Dave McCurdy, former chairman of the House Intelligence Committee. Larry joined as CEO from the beginning.

"The ISA view is that we need to look at not just how the attacks are occurring, we also need to look at why the attacks occur. 
Because unless we understand why the attacks occur, we're never going to be able to create a truly sustainable system."

"Cyberattacks are cheap, easy to acquire, they're incredibly profitable, trillions of dollars a year in damage. The business plan is fabulous, same attacks all over the world constantly. It's hard for on the defense side, we're defending an incredibly porous perimeter. It's hard to show return on investment to things you've prevented, and there's no law enforcement. We prosecute maybe 1% of cybercrimes. So it's that imbalance in the economics of cybersecurity that ISA focuses on."

"The reason that we have all these attacks is because it is such a profitable endeavor to do these attacks."

(10:19) China's threat in cybersecurity.

(12:07) About the NACD/ISA Director's Handbook on Cyber-Risk Oversight.

(15:36) On the evolution of the Directors' Handbook since it's first version in 2014. International editions, and adding a 6th ESG principle ("the systemic resilience and and collaboration principle").

(20:20) On the cost of cyber crimes: expected to cost the world ~$8 trillion dollars in 2023 (per the WEC).

"The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."

(24:40)  Principle 1: Cybersecurity from IT risk to a strategic, enterprise risk.

"We would argue that cybersecurity should be considered in the same sense by a board, that they would consider finance and legal. So the board does not make any decision, any important decision, without consulting with legal and finance. We would argue in the 21st century, there's not a single important decision the board makes, major decision, that does not have a cybersecurity component to it."

(27:12)  Principle 2: Legal and Disclosure Obligations.

(28:05)  Principle 3: Board Oversight Structure and Access to Expertise.

"[I]t is probably not necessary, it may not even be a good thing, to have a cyber experts, so to speak, on the board. We think that this is a full board responsibility."

(29:43)  Principle 4: Enterprise Framework for Managing Cyber Risk.

(31:03)  Principle 5: Cybersecurity Measurement and Reporting.

"[T]he core definition of what a cyber risk is, is how much money is this going to cost our firm over a certain period of time. 
That's a definition of risk. And you need to be able to figure out what this means to the business. [T]here is all sorts of spending, you know, in cybersecurity. We are now seeing exhaustion with that. We're seeing boards saying, hey, we're not going to increase your budget by 200% every year. Can't do it."

(33:53)  On the SEC mandating cybersecurity experts in the boardroom..

"ISA's number one legislative agenda is we need much more cybersecurity people. You know, one of the reasons that we can't have a cyber expert on every board is we don't have enough cyber experts for every board."

(36:53) On SolarWinds' CISO enforcement action, and the case of Uber's CISO conviction.

(41:40)  How should boards think about China risk ("digital silk road")

"I think it was General Alexander who commented that the theft of intellectual property from cyber means is the largest single theft in world history."

(45:36)  Regulating Artificial Intelligence (AI) and OpenAI's case.

"Dave McCurdy used to say that Congress does two things well, nothing and overreact. So we're in that do nothing space with AI now. We don't want to overreact."

(49:28) Three other issues for boards to consider: 1) The cybersecurity personnel shortage (we currently have a shortage of about 750,000 cybersecurity jobs we can't fill); 2) We should create an economic cyber security model; and 3) Challenges to Government regulation of cybersecurity.

(53:08) Books that have greatly influenced his life: 

  1. Working by Stud Turkel (1974)

(53:47) His mentor: his father.

(54:49)  Quotes that he thinks of often or lives her life by: "This argument has the added benefit of being true" by Henry Kissinger. "The Godfather is never afraid to demonstrate his friendship first." from The Godfather book by Mario Puzo.

(56:12) An unusual habit or absurd thing that he loves: "(Post COVID) I spend an hour a day just with my son, an hour a day just with my wife and an hour a day working out for my own health."

(58:00) The living person he most admires: Barack Obama.

(59:43) About his new TV show "Fixing Cybersecurity" (launching in January 2024).

Larry Clinton is the President and CEO of the Internet Security Alliance.

__

This podcast is sponsored by the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Larry Clinton: "The Essence of Cybersecurity is that All the Incentives Favor the Bad Guys." Larry Clinton, Evan Epstein 01:03:40 Larry Clinton is the President and CEO of the Internet Security Alliance (ISA). The ISA is a multi-sector trade association that focuses on thought leadership, policy advocacy and developing best practices for cyber security. In this podcast, we discuss the Director's Handbook on Cyber-Risk Oversight (produced by NACD and ISA). We also talk about regulatory approaches to cybersecurity and AI, geopolitical challenges and the most relevant cybersecurity issues for directors including cybersecurity expertise in the boardroom. We also mention Larry’s upcoming cybersecurity TV show called "Fixing Cybersecurity" on the Jetstream TV station, part of the Sling platform, launching in January 2024. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Larry Clinton is the President and CEO of the Internet Security Alliance (ISA). The ISA is a multi-sector trade association that focuses on thought leadership, policy advocacy and developing best practices for cyber security. In this podcast, we discuss the Director's Handbook on Cyber-Risk Oversight (produced by NACD and ISA). We also talk about regulatory approaches to cybersecurity and AI, geopolitical challenges and the most relevant cybersecurity issues for directors including cybersecurity expertise in the boardroom. We also mention Larry’s upcoming cybersecurity TV show called "Fixing Cybersecurity" on the Jetstream TV station, part of the Sling platform, launching in January 2024. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. board oversight, solarwinds, nacd, china, national association of corporate directors, internet security alliance, ai, directors' handbook on cyber risk oversight, uber, isa, cyber crimes, cybersecurity false full 121 a4535cb4-9577-4123-8ec8-d5bbec6f5cb8 Joe Nocera and Kate O'Leary: Unpacking HBO's Succession (Season 4). *Prior episodes reviewing Succession:

  1. Season 1: E98 (May 22, 2023)
  2. Season 2: E102 (June 26, 2023)
  3. Season 3: E109 (Sept 11 , 2023)

0:00 -- Intro.

2:12-- About the podcast sponsor: The American College of Governance Counsel.

2:58 -- Start of interview.

3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."

6:41 --  Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."

09:47 --  On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).

13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 

18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."

19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.

24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."

28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."

30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 

36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."

39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?
A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."

43:54 -- On the last boardroom scene, voting for the GoJo takeover.

46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a corporation make decisions?" "People, process, policies." "What's the structure for decision making? Who gets to make the decision?  Joe: "Of the many tasks a CEO has, one of the most important is to find his successor [...] a CEO should have somebody lined up." 

52:30 -- Final thoughts on the show. Joe: "I do think that some founders subconsciously want their company to fail after they're gone. They want this idea that only I could have built this and nobody can succeed me and do it as well as I did. And that's what I think was going on in season two. And I think maybe that's what's going on throughout Logan's, the four seasons that we watched Logan." Kate: "Logan Roy did nothing to make his children the kind of serious people who could take over for him. He thought there was only one him and the company dies with him. And it turns out that's probably kind of true."

Kate O'Leary is the Global Executive Litigation Counsel at General Electric.

Joe Nocera is a distinguished business journalist and author.

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 11 Dec 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Joe Nocera, Evan Epstein, Kate O'Leary) https://boardroom-governance.com/episodes/succession-s4-QgddPYdJ *Prior episodes reviewing Succession:

  1. Season 1: E98 (May 22, 2023)
  2. Season 2: E102 (June 26, 2023)
  3. Season 3: E109 (Sept 11 , 2023)

0:00 -- Intro.

2:12-- About the podcast sponsor: The American College of Governance Counsel.

2:58 -- Start of interview.

3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."

6:41 --  Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."

09:47 --  On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).

13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 

18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."

19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.

24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."

28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."

30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 

36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."

39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?
A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."

43:54 -- On the last boardroom scene, voting for the GoJo takeover.

46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a corporation make decisions?" "People, process, policies." "What's the structure for decision making? Who gets to make the decision?  Joe: "Of the many tasks a CEO has, one of the most important is to find his successor [...] a CEO should have somebody lined up." 

52:30 -- Final thoughts on the show. Joe: "I do think that some founders subconsciously want their company to fail after they're gone. They want this idea that only I could have built this and nobody can succeed me and do it as well as I did. And that's what I think was going on in season two. And I think maybe that's what's going on throughout Logan's, the four seasons that we watched Logan." Kate: "Logan Roy did nothing to make his children the kind of serious people who could take over for him. He thought there was only one him and the company dies with him. And it turns out that's probably kind of true."

Kate O'Leary is the Global Executive Litigation Counsel at General Electric.

Joe Nocera is a distinguished business journalist and author.

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Nocera and Kate O'Leary: Unpacking HBO's Succession (Season 4). Joe Nocera, Evan Epstein, Kate O'Leary 00:55:18 This is our 4th and final episode dissecting the HBO show Succession from a corporate governance perspective. It has been a lot of fun delivering this series. For this episode, we are joined by Joe Nocera, a distinguished business journalist and author known for his insightful and often critical views on various aspects of business and economics. Joe’s career in journalism has been marked by various notable roles, including at leading publications such as Esquire, GQ, Fortune Magazine, NYT and Bloomberg. Kate O’Leary, the Global Executive Litigation Counsel at GE, also comments from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We covered issues from the first season of Succession on E98 (in May ‘23), second season on E102 (in June ‘23) and third season on E109 (in Sept ‘23). If you have not heard those episodes, please feel free to check them out. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. This is our 4th and final episode dissecting the HBO show Succession from a corporate governance perspective. It has been a lot of fun delivering this series. For this episode, we are joined by Joe Nocera, a distinguished business journalist and author known for his insightful and often critical views on various aspects of business and economics. Joe’s career in journalism has been marked by various notable roles, including at leading publications such as Esquire, GQ, Fortune Magazine, NYT and Bloomberg. Kate O’Leary, the Global Executive Litigation Counsel at GE, also comments from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We covered issues from the first season of Succession on E98 (in May ‘23), second season on E102 (in June ‘23) and third season on E109 (in Sept ‘23). If you have not heard those episodes, please feel free to check them out. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. sultzbergers, hbo, corporate culture, elon musk, stockholder litigation, board of directors, women in the workplace, rupert murdoch, family businesses, fraud, dual-class share structures, hp-autonomy, media and politics, logan roy, twitter, esg, succession false full 120 08bab2e7-2709-423a-813d-5a53d1daf244 Ker Gibbs: On Geopolitics and US-China Relations. 0:00 -- Intro.

1:26-- About the podcast sponsor: The American College of Governance Counsel.

2:13 -- Start of interview.

3:47 -- Ker's "origin story." 

7:41 -- His history with the American Chamber of Commerce in Shanghai (AmCham).

9:42 -- About his book “Selling to China. Stories of Success, Failure and Constant Change.” (2023). "We felt that it was important to remind people why we're doing this in the first place, you know, what's good about our relationship with China. We wanted bring the commercial issues back into the conversation."

13:31 -- On the current idea of “uncoupling” or “de-risking” the US economy from China.

"I think it is good to talk about 'de-risking' rather than 'decoupling'." "I don't think a complete decoupling is realistic and it's certainly not in the interest of either side. But I think the de-risking term is helpful, in the sense that it aims at communicating the intent. {The intent] here is not to punish China or isolate China or decouple from China, but it is to protect our interests, whether they're military interests or strategic economic interests."

16:46 -- On whether the US policies and sanctions towards China are effective.

"The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."

21:21 -- On the US responding with its own industrial policy to catch up with China (e.g. in batteries and EVs). 

"We've got to be careful not to slip into outright protectionism and allow this to change who we are as a country and how we've been successful as an economy." "[I]f we get into a situation where we are indeed trying to limit China's economic rise, and literally keep China economically contained, that is a dangerous path, and it's a bad narrative, because it inevitably leads to conflict."

"I'm basically conservative when it comes to economic issues and fiscal policy, but I have actually been saying for quite a long time that the US needs to get over its aversion to industrial policy and put some planning in place."

30:38 -- On China’s private sector.

"[B]eijing actually kept a remarkably light hand [in the development of the internet industry]. I give the Beijing policymakers full credit there for knowing that they needed to stay out of the way and let that happen." "Now we've seen the pendulum swing back the other way." 

"Jack Ma was going around visiting countries and he would almost be treated like a head of state. I think Jack Ma must have, because his company is publicly listed in New York, he might have confused himself with a Western CEO. He's not. China is China and the West is the West, especially in the tech sector. So yeah, he's been disciplined as have some other tech leaders."

36:21 -- On the fate of TikTok in the US.

40:38 -- On the recent APEC meeting in SF, and his take on Presidents Biden and Xi Jinping meetings.

 "I put it in the category of huge success that the meeting happened, that Xi Jinping actually showed up." "It's critical that Xi and Biden meet face-to-face because of the Chinese political system, it is so concentrated at the top."

46:09 -- On the risks of a military conflict between the U.S. and China over Taiwan. 

"We should not underestimate [China's] willingness to take the island and take it by force. I think at some point you have to just take them at their word. If you listen to the domestic media and domestic speeches that Xi and others make in China, it's quite clear that they're highly motivated to take the island and willing to." "[But] I don't think it's imminent, mostly because of the difficulty of taking the island and of the probability of success on the Chinese side."

"I think the probability of an accidental conflict [is] high. And until the agreement of the last week or so, the ability to de-escalate and de-conflict, low." "In other words, without that military-to-military hotline, there would be no way for it to de-escalate."

50:35 -- How should boards think about de-risking its China exposure.

"They should be thinking about what are the hard assets that they have, both in mainland China and in Taiwan? What I'm hearing boards do is that some of them are converting their businesses to more asset light. So, in other words, converting a wholly owned subsidiary to maybe selling off some of the shares to make that into a minority investment or a full asset light model might be literally selling factories and hard assets and then maybe licensing them back or something like that to where they wouldn't have to literally write them off the way many companies had to do in Russia when that took place, and you saw large companies writing off literally billions of dollars of assets off their balance sheets because they could no longer have access to them."

"Again, I don't think that we are on the brink here, but it would be wise to have plans in place in the case of, especially in accidental conflict."

52:27 -- Books that have greatly influenced his life: 

  1. Free to Choose by Milton Friedman (1980)
  2. All books by James Clavell. [*we cover here his thoughts on Hong Kong]
  3. No Ordinary Time: Franklin and Eleanor Roosevelt: The Home Front in World War II by Doris Kearns Goodwin (1994) ("great companion book to The Rise and Fall of the Third Reich by William L. Shirer (1960)

57:24 -- His mentors: 

  1. Robert "Bob" Theleen (a local San Franciscan, former VC and Chairman of AmCham Shanghai)
  2. Bob Chang (his boss at the Boston Consulting Group in SF)
  3. RT Peng (another boss he worked with in Taiwan)

58:36 -- Quotes that he thinks of often or lives her life by: "Don't ever let what you can't do stop you from what you can do." by John Wooden.

1:00:20 -- An unusual habit or absurd thing that he loves: his daughter.

1:01:21 -- The living person he most admires: Arnold Schwarzenegger.

Kerr Gibbs is an EIR at the University of San Francisco. Prior, Ker served as the President of the American Chamber of Commerce in Shanghai and worked in various roles giving him broad exposure to US-China relations and business issues facing American companies operating in Asia.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 4 Dec 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Ker Gibbs, Evan Epstein) https://boardroom-governance.com/episodes/ker-gibbs-gH7rWdcY 0:00 -- Intro.

1:26-- About the podcast sponsor: The American College of Governance Counsel.

2:13 -- Start of interview.

3:47 -- Ker's "origin story." 

7:41 -- His history with the American Chamber of Commerce in Shanghai (AmCham).

9:42 -- About his book “Selling to China. Stories of Success, Failure and Constant Change.” (2023). "We felt that it was important to remind people why we're doing this in the first place, you know, what's good about our relationship with China. We wanted bring the commercial issues back into the conversation."

13:31 -- On the current idea of “uncoupling” or “de-risking” the US economy from China.

"I think it is good to talk about 'de-risking' rather than 'decoupling'." "I don't think a complete decoupling is realistic and it's certainly not in the interest of either side. But I think the de-risking term is helpful, in the sense that it aims at communicating the intent. {The intent] here is not to punish China or isolate China or decouple from China, but it is to protect our interests, whether they're military interests or strategic economic interests."

16:46 -- On whether the US policies and sanctions towards China are effective.

"The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."

21:21 -- On the US responding with its own industrial policy to catch up with China (e.g. in batteries and EVs). 

"We've got to be careful not to slip into outright protectionism and allow this to change who we are as a country and how we've been successful as an economy." "[I]f we get into a situation where we are indeed trying to limit China's economic rise, and literally keep China economically contained, that is a dangerous path, and it's a bad narrative, because it inevitably leads to conflict."

"I'm basically conservative when it comes to economic issues and fiscal policy, but I have actually been saying for quite a long time that the US needs to get over its aversion to industrial policy and put some planning in place."

30:38 -- On China’s private sector.

"[B]eijing actually kept a remarkably light hand [in the development of the internet industry]. I give the Beijing policymakers full credit there for knowing that they needed to stay out of the way and let that happen." "Now we've seen the pendulum swing back the other way." 

"Jack Ma was going around visiting countries and he would almost be treated like a head of state. I think Jack Ma must have, because his company is publicly listed in New York, he might have confused himself with a Western CEO. He's not. China is China and the West is the West, especially in the tech sector. So yeah, he's been disciplined as have some other tech leaders."

36:21 -- On the fate of TikTok in the US.

40:38 -- On the recent APEC meeting in SF, and his take on Presidents Biden and Xi Jinping meetings.

 "I put it in the category of huge success that the meeting happened, that Xi Jinping actually showed up." "It's critical that Xi and Biden meet face-to-face because of the Chinese political system, it is so concentrated at the top."

46:09 -- On the risks of a military conflict between the U.S. and China over Taiwan. 

"We should not underestimate [China's] willingness to take the island and take it by force. I think at some point you have to just take them at their word. If you listen to the domestic media and domestic speeches that Xi and others make in China, it's quite clear that they're highly motivated to take the island and willing to." "[But] I don't think it's imminent, mostly because of the difficulty of taking the island and of the probability of success on the Chinese side."

"I think the probability of an accidental conflict [is] high. And until the agreement of the last week or so, the ability to de-escalate and de-conflict, low." "In other words, without that military-to-military hotline, there would be no way for it to de-escalate."

50:35 -- How should boards think about de-risking its China exposure.

"They should be thinking about what are the hard assets that they have, both in mainland China and in Taiwan? What I'm hearing boards do is that some of them are converting their businesses to more asset light. So, in other words, converting a wholly owned subsidiary to maybe selling off some of the shares to make that into a minority investment or a full asset light model might be literally selling factories and hard assets and then maybe licensing them back or something like that to where they wouldn't have to literally write them off the way many companies had to do in Russia when that took place, and you saw large companies writing off literally billions of dollars of assets off their balance sheets because they could no longer have access to them."

"Again, I don't think that we are on the brink here, but it would be wise to have plans in place in the case of, especially in accidental conflict."

52:27 -- Books that have greatly influenced his life: 

  1. Free to Choose by Milton Friedman (1980)
  2. All books by James Clavell. [*we cover here his thoughts on Hong Kong]
  3. No Ordinary Time: Franklin and Eleanor Roosevelt: The Home Front in World War II by Doris Kearns Goodwin (1994) ("great companion book to The Rise and Fall of the Third Reich by William L. Shirer (1960)

57:24 -- His mentors: 

  1. Robert "Bob" Theleen (a local San Franciscan, former VC and Chairman of AmCham Shanghai)
  2. Bob Chang (his boss at the Boston Consulting Group in SF)
  3. RT Peng (another boss he worked with in Taiwan)

58:36 -- Quotes that he thinks of often or lives her life by: "Don't ever let what you can't do stop you from what you can do." by John Wooden.

1:00:20 -- An unusual habit or absurd thing that he loves: his daughter.

1:01:21 -- The living person he most admires: Arnold Schwarzenegger.

Kerr Gibbs is an EIR at the University of San Francisco. Prior, Ker served as the President of the American Chamber of Commerce in Shanghai and worked in various roles giving him broad exposure to US-China relations and business issues facing American companies operating in Asia.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Ker Gibbs: On Geopolitics and US-China Relations. Ker Gibbs, Evan Epstein 01:04:29 Ker Gibbs is an Executive-in-Residence of University of San Francisco's China Business Studies Initiative. He was most recently the President of the American Chamber of Commerce in Shanghai. For over 20 years he served in executive and board level positions with public and privately held companies giving him broad exposure to US-China relations and business issues facing American companies operating in Asia. In this podcast, we discuss his book titled “Selling to China. Stories of Success, Failure and Constant Change.” In addition, we talk about the current geopolitical tensions between the US and China, industrial policies and the Chinese private sector. We also address the fate of TikTok in the US, risks of a military conflict over Taiwan and his take on the recent meeting between Presidents Biden and Xi Jinping in San Francisco. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Ker Gibbs is an Executive-in-Residence of University of San Francisco's China Business Studies Initiative. He was most recently the President of the American Chamber of Commerce in Shanghai. For over 20 years he served in executive and board level positions with public and privately held companies giving him broad exposure to US-China relations and business issues facing American companies operating in Asia. In this podcast, we discuss his book titled “Selling to China. Stories of Success, Failure and Constant Change.” In addition, we talk about the current geopolitical tensions between the US and China, industrial policies and the Chinese private sector. We also address the fate of TikTok in the US, risks of a military conflict over Taiwan and his take on the recent meeting between Presidents Biden and Xi Jinping in San Francisco. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. selling to china, us-china, sanctions, corporate governance, boards, usf, amcham shanghai, industrial policies, china, uncoupling, de-risking, alibaba, president xi jinping, amcham, us policies, ev, taiwan, apec, geopolitics, jack ma, president biden false full 119 d0b28bc3-5f61-4fa8-bd44-c1e7138f5b64 John Coates: The Problem of Twelve, Index Funds and Private Equity. 0:00 -- Intro.

1:26-- About this podcast's sponsor: The American College of Governance Counsel.

2:13 -- Start of interview.

2:45 -- John's "origin story." His time at WLRK and at the SEC.

4:15 -- His focus at Harvard Law School and Harvard Business School.

4:39 -- About his book THE PROBLEM OF TWELVE: When a Few Financial Institutions Control Everything (2023). Publisher: Columbia Global Reports. 

"Around the year 2000 [Index Funds and Private Equity Funds] began a sustained takeoff and the book is motivated to tell the story of how that happened and then more importantly what's happened since 2000 with 10-15% compound annual growth every single year for both kinds of funds which is much bigger and much faster than the economy or the capital markets or corporations."

"The problem of twelve is just trying to get a catchy way to get people to understand that it's not just growth, that'd be one thing, but it's concentration."

11:22 -- On "What came before: the Twentieth Century's Public Company" and the rise of private markets.

"Actually, the public markets have gotten bigger, even though the number of companies has fallen. It's not like they're shrinking, which sometimes is the way people talk about it. But what's different is their autonomy is declining. So in 1990, the board of a public company and its CEO were the centers of power.  If anything, the CEO was probably the most dominant player and the board was kind of a check. The shareholders were kind of out there, but they really only mattered in a hostile takeover. That was it." "[By year] 2000, 2010, and definitely today what I just described is not true. Boards are now more powerful than CEOs in general. They have a greater influence over setting strategy today."

"[The] power started and ended with the CEO in the boardroom. And that really has, I think, dramatically declined and continues to decline as a way of describing how the US economic system works."

15:39 -- Evolution of US boardrooms since the 1970s.

"I think of boards as becoming more important during that period because businesses were stumbling. As long as CEOs were successful in running their empires, I don't think the pressure to provide a different governance system would have been nearly as powerful."

"Jay Lorsch at HBS wrote an early study suggesting that boards really were not doing much. Jay was very much part of the movement to get boards to be more active, because he thought that was better than the alternatives of either continued stagnation in economic activity or worse solutions, which other people were proposing."

20:19 -- On the impact and evolution of Index Funds.

"[T]he key thing is scale. It's not as if there's like 55 different index funds all competing with each other. No, there's really just a small number of families [ie. the Big Four, BlackRock, Vanguard, State Street and Fidelity] that are achieving these scale levels. So that's the basic problem of the book."

"[W]hen Jack Bogle set up Vanguard, he wasn't setting out to take over half of all the stocks in the country.  It took him 30 years just to get to 2%. It's just a side effect and so the system was not designed with that kind of concentration in mind. 

"[W]e're now having to go through a period where we've already started and it will continue for people as these things continue to grow and get even bigger to really rethink where should the governance power sit. Should it sit, at the board? Should it sit at the fund portfolio manager who doesn't really exist in an index fund, it's just a guy who has a list? Should it sit with a corporate governance professional that the fund advisor hires, that the fund then gives the power to? Or should it be something more complicated, some set of interactions between different people over time? And I tend to think that last thing I said is the right answer, but getting exactly the solution is hard, which is why I didn't call the book The Solution to the Problem at all, because I don't really have a perfect solution."

27:12 -- On the polarization of corporate governance and the ESG backlash.

"If it had not been climate, which is Larry Fink's, of course, major focus that generated most of the pushback, it would have been something else." 

"State Street a few years ago made a point of saying publicly that if the boards that they voted for were not sufficiently diverse and they had some specific criteria, they would withhold votes from the nominating committee chair. And you can see in the data, if you look at the way boards are formed, the impact of State Street's intervention."

30:35 -- On the pass-through voting initiatives.

"If you look at the websites that BlackRock and Vanguard and State Street all have up about what they're doing, they're not really passing the votes through or even getting close to it. They're going to let their own investors once a year pick a policy from a limited menu of policies, and then they're going to look how many people pick which policy, and then that will inform how they vote. So they're keeping the votes, but they are going to let people kind of give them an indication of more or less how to vote overall. And so that's some degree of trying to address the problem of twelve."

"I think in 10 or 15 years most people will do one of three things: 1) They'll let BlackRock keep voting the way they want to, with their money, and who cares? They're just not paying attention to governance, and that's their right. They can just ignore it; 2) a group of people will be pushing BlackRock to do even more of what they're doing now, to be even more green or left or however you want to think about it; and 3) there will be another group of people who'll be pulling the other way, and then BlackRock will probably be in there, be splitting their vote to some extent on some of the more high-profile issues."

On Exxon's proxy fight with Engine No.1.

37:28 -- On antitrust and concentration of power in index funds. 

"Antitrust traditionally would just look at the activity of investment as the right thing to think about concentration and not the governance impact. That's really not part of antitrust law. That's again part of why I wrote the book to get a different focus on this. [But] there are people who want to change antitrust law, they want to take concentration in governance and somehow relate it to portfolio company concentration." 

"There are claims for example that the index funds caused the airlines to be more collusive than they would be anyway. Or the banks or take your pick and maybe there's some truth to that but it's kind of indirect and I think it's going to take a lot of work to make that feel like you're being directly responsive to the problem and I'm not sure it'll get there in the end."

"There are also people who just want to change the basic understanding what antitrust is about, introduce politics into it again, and say this is a political problem and therefore we should use antitrust. There is a lot of resistance to that."

39:39 -- On the private equity industry.

"The biggest PE complexes not only have equity capital that they manage, they also have debt capital. And so in a difficult interest rate environment, that's a nice place to be. You have resources that you can tap on the credit side as well as on the investment side. And so I think, again, as with index funds, we're seeing greater concentration of greater growth driven by slightly different economies of scale, but I think still real, that allow the biggest players to sort of sit at the intersection of lots of different capital market activity. And that lets them leverage the information they gather across a much bigger base [and] grow faster than their competitors. I expect the big PE players are going to continue to do better than PE overall and better than the overall economy, even if they may run into some challenges in the next few years."

43:05 -- On PE driving ~25% of all M&A activity. "PE complexes in a lot of ways are sort of replacing a role that banks used to play, but without any of the regulation."

46:25 -- On the governance distinctions between PE-backed companies and public companies.

"[PE-backed boards are often] more focused and effective."

"[T]he PE world by design is with almost no public disclosure. There is disclosure sometimes of some things from the PE fund or advisor to LPs [but] the information flows [generally] are quite weak. And they're weakest in some respects around conflicts, which it should be the other way around. The conflict should be the place where the people with the equity at stake ought to be told the most and yet often that's the place where the system does not, in my opinion, live up to its billing. Part of the reason for that, it's not often appreciated that most of the money in PE funds comes from other funds, meaning, and in particular comes from pension funds who are overseen by well-meaning people, who often are honest and straightforward, but frankly are not up to, in my opinion, the task of overseeing a PE complex and their advisors. There's an industry association, the ILPA, that sort of tries to help coordinate across PE fund investors, the positions they take on disclosure and conflicts."

54:58 -- On SPACs.

"[T]here's a lot of companies right now that are going through some difficult governance challenges in the current economic environment in which the SPAC structure and the board that it brought in might be at odds with the sponsor or other people that were associated with the SPAC."

"If you're on a board or advising a board of a company that's associated with a SPAC, this is the time to really lean in about your conflicts, because the conflicts are absolutely really acute right now because of the interest rate environment."

*On SPAC Law and Myths (Feb 2022).

56:19 -- Books that have greatly influenced his life: 

  1. City of Capital: Politics and Markets in the English Financial Revolution by Bruce Carruthers (1996)
  2. Wolf Hall by Hillary Mantel (2009)
  3. Mars Trilogy by Kim Stanley Robinson (1990s)

58:38 -- His mentors: 

  1. Tom Noble (College advisor and History Professor)
  2. Craig Wasserman (WLRK)

1:00:14 -- Quotes that he thinks of often or lives her life by: "Without contraries is no progression." [Poet William Blake]

1:00:43 -- An unusual habit or absurd thing that he loves: U.S. Soccer.

1:02:25 -- The living person he most admires: Tina Fey.

John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. 

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 20 Nov 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (John Coates, Evan Epstein) https://boardroom-governance.com/episodes/john-coates-6FnSFCMa 0:00 -- Intro.

1:26-- About this podcast's sponsor: The American College of Governance Counsel.

2:13 -- Start of interview.

2:45 -- John's "origin story." His time at WLRK and at the SEC.

4:15 -- His focus at Harvard Law School and Harvard Business School.

4:39 -- About his book THE PROBLEM OF TWELVE: When a Few Financial Institutions Control Everything (2023). Publisher: Columbia Global Reports. 

"Around the year 2000 [Index Funds and Private Equity Funds] began a sustained takeoff and the book is motivated to tell the story of how that happened and then more importantly what's happened since 2000 with 10-15% compound annual growth every single year for both kinds of funds which is much bigger and much faster than the economy or the capital markets or corporations."

"The problem of twelve is just trying to get a catchy way to get people to understand that it's not just growth, that'd be one thing, but it's concentration."

11:22 -- On "What came before: the Twentieth Century's Public Company" and the rise of private markets.

"Actually, the public markets have gotten bigger, even though the number of companies has fallen. It's not like they're shrinking, which sometimes is the way people talk about it. But what's different is their autonomy is declining. So in 1990, the board of a public company and its CEO were the centers of power.  If anything, the CEO was probably the most dominant player and the board was kind of a check. The shareholders were kind of out there, but they really only mattered in a hostile takeover. That was it." "[By year] 2000, 2010, and definitely today what I just described is not true. Boards are now more powerful than CEOs in general. They have a greater influence over setting strategy today."

"[The] power started and ended with the CEO in the boardroom. And that really has, I think, dramatically declined and continues to decline as a way of describing how the US economic system works."

15:39 -- Evolution of US boardrooms since the 1970s.

"I think of boards as becoming more important during that period because businesses were stumbling. As long as CEOs were successful in running their empires, I don't think the pressure to provide a different governance system would have been nearly as powerful."

"Jay Lorsch at HBS wrote an early study suggesting that boards really were not doing much. Jay was very much part of the movement to get boards to be more active, because he thought that was better than the alternatives of either continued stagnation in economic activity or worse solutions, which other people were proposing."

20:19 -- On the impact and evolution of Index Funds.

"[T]he key thing is scale. It's not as if there's like 55 different index funds all competing with each other. No, there's really just a small number of families [ie. the Big Four, BlackRock, Vanguard, State Street and Fidelity] that are achieving these scale levels. So that's the basic problem of the book."

"[W]hen Jack Bogle set up Vanguard, he wasn't setting out to take over half of all the stocks in the country.  It took him 30 years just to get to 2%. It's just a side effect and so the system was not designed with that kind of concentration in mind. 

"[W]e're now having to go through a period where we've already started and it will continue for people as these things continue to grow and get even bigger to really rethink where should the governance power sit. Should it sit, at the board? Should it sit at the fund portfolio manager who doesn't really exist in an index fund, it's just a guy who has a list? Should it sit with a corporate governance professional that the fund advisor hires, that the fund then gives the power to? Or should it be something more complicated, some set of interactions between different people over time? And I tend to think that last thing I said is the right answer, but getting exactly the solution is hard, which is why I didn't call the book The Solution to the Problem at all, because I don't really have a perfect solution."

27:12 -- On the polarization of corporate governance and the ESG backlash.

"If it had not been climate, which is Larry Fink's, of course, major focus that generated most of the pushback, it would have been something else." 

"State Street a few years ago made a point of saying publicly that if the boards that they voted for were not sufficiently diverse and they had some specific criteria, they would withhold votes from the nominating committee chair. And you can see in the data, if you look at the way boards are formed, the impact of State Street's intervention."

30:35 -- On the pass-through voting initiatives.

"If you look at the websites that BlackRock and Vanguard and State Street all have up about what they're doing, they're not really passing the votes through or even getting close to it. They're going to let their own investors once a year pick a policy from a limited menu of policies, and then they're going to look how many people pick which policy, and then that will inform how they vote. So they're keeping the votes, but they are going to let people kind of give them an indication of more or less how to vote overall. And so that's some degree of trying to address the problem of twelve."

"I think in 10 or 15 years most people will do one of three things: 1) They'll let BlackRock keep voting the way they want to, with their money, and who cares? They're just not paying attention to governance, and that's their right. They can just ignore it; 2) a group of people will be pushing BlackRock to do even more of what they're doing now, to be even more green or left or however you want to think about it; and 3) there will be another group of people who'll be pulling the other way, and then BlackRock will probably be in there, be splitting their vote to some extent on some of the more high-profile issues."

On Exxon's proxy fight with Engine No.1.

37:28 -- On antitrust and concentration of power in index funds. 

"Antitrust traditionally would just look at the activity of investment as the right thing to think about concentration and not the governance impact. That's really not part of antitrust law. That's again part of why I wrote the book to get a different focus on this. [But] there are people who want to change antitrust law, they want to take concentration in governance and somehow relate it to portfolio company concentration." 

"There are claims for example that the index funds caused the airlines to be more collusive than they would be anyway. Or the banks or take your pick and maybe there's some truth to that but it's kind of indirect and I think it's going to take a lot of work to make that feel like you're being directly responsive to the problem and I'm not sure it'll get there in the end."

"There are also people who just want to change the basic understanding what antitrust is about, introduce politics into it again, and say this is a political problem and therefore we should use antitrust. There is a lot of resistance to that."

39:39 -- On the private equity industry.

"The biggest PE complexes not only have equity capital that they manage, they also have debt capital. And so in a difficult interest rate environment, that's a nice place to be. You have resources that you can tap on the credit side as well as on the investment side. And so I think, again, as with index funds, we're seeing greater concentration of greater growth driven by slightly different economies of scale, but I think still real, that allow the biggest players to sort of sit at the intersection of lots of different capital market activity. And that lets them leverage the information they gather across a much bigger base [and] grow faster than their competitors. I expect the big PE players are going to continue to do better than PE overall and better than the overall economy, even if they may run into some challenges in the next few years."

43:05 -- On PE driving ~25% of all M&A activity. "PE complexes in a lot of ways are sort of replacing a role that banks used to play, but without any of the regulation."

46:25 -- On the governance distinctions between PE-backed companies and public companies.

"[PE-backed boards are often] more focused and effective."

"[T]he PE world by design is with almost no public disclosure. There is disclosure sometimes of some things from the PE fund or advisor to LPs [but] the information flows [generally] are quite weak. And they're weakest in some respects around conflicts, which it should be the other way around. The conflict should be the place where the people with the equity at stake ought to be told the most and yet often that's the place where the system does not, in my opinion, live up to its billing. Part of the reason for that, it's not often appreciated that most of the money in PE funds comes from other funds, meaning, and in particular comes from pension funds who are overseen by well-meaning people, who often are honest and straightforward, but frankly are not up to, in my opinion, the task of overseeing a PE complex and their advisors. There's an industry association, the ILPA, that sort of tries to help coordinate across PE fund investors, the positions they take on disclosure and conflicts."

54:58 -- On SPACs.

"[T]here's a lot of companies right now that are going through some difficult governance challenges in the current economic environment in which the SPAC structure and the board that it brought in might be at odds with the sponsor or other people that were associated with the SPAC."

"If you're on a board or advising a board of a company that's associated with a SPAC, this is the time to really lean in about your conflicts, because the conflicts are absolutely really acute right now because of the interest rate environment."

*On SPAC Law and Myths (Feb 2022).

56:19 -- Books that have greatly influenced his life: 

  1. City of Capital: Politics and Markets in the English Financial Revolution by Bruce Carruthers (1996)
  2. Wolf Hall by Hillary Mantel (2009)
  3. Mars Trilogy by Kim Stanley Robinson (1990s)

58:38 -- His mentors: 

  1. Tom Noble (College advisor and History Professor)
  2. Craig Wasserman (WLRK)

1:00:14 -- Quotes that he thinks of often or lives her life by: "Without contraries is no progression." [Poet William Blake]

1:00:43 -- An unusual habit or absurd thing that he loves: U.S. Soccer.

1:02:25 -- The living person he most admires: Tina Fey.

John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. 

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> John Coates: The Problem of Twelve, Index Funds and Private Equity. John Coates, Evan Epstein 01:04:40 John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. Professor Coates served as General Counsel and as Acting Director for the Division of Corporation Finance for the SEC. Before joining Harvard, he was a partner at Wachtell, Lipton, Rosen & Katz, specializing in financial institutions and M&A. At HLS and at HBS, he teaches corporate governance, M&A, finance, and related topics. In this podcast, we discuss his latest book "The Problem of Twelve: When a Few Financial Institutions Control Everything" where he highlights how a small number of institutions have acquired an outsized influence over the politics and economy of the nation: the Big Four index funds (BlackRock, Vanguard, State Street and Fidelity) and the Big Four of private equity firms (Apollo, Blackstone, Carlysle and KKR). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, where he also serves as Deputy Dean and Research Director of the Center on the Legal Profession. Professor Coates served as General Counsel and as Acting Director for the Division of Corporation Finance for the SEC. Before joining Harvard, he was a partner at Wachtell, Lipton, Rosen & Katz, specializing in financial institutions and M&A. At HLS and at HBS, he teaches corporate governance, M&A, finance, and related topics. In this podcast, we discuss his latest book "The Problem of Twelve: When a Few Financial Institutions Control Everything" where he highlights how a small number of institutions have acquired an outsized influence over the politics and economy of the nation: the Big Four index funds (BlackRock, Vanguard, State Street and Fidelity) and the Big Four of private equity firms (Apollo, Blackstone, Carlysle and KKR). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. carlysle, private markets, concentration of wealth, hbs, special purpose acquisition companies, diversity, private equity, wachtell lipton rosen & katz, jay lorsh, kkr, hls, vanguard, engine no.1, securities and exchange commission, index funds, blackstone, antitrust, state street, exxon proxy fight, pass-through voting, mergers and acquisitions, spacs, m&a, harvard law school, harvard business school, jack bogle, public companies, blackrock, boardrooms, sec, concentration of power, independent directors, climate, fidelity, apollo, esg, boardroom diversity, problem of twelve false full 118 1e47a1dd-e7d0-4feb-8a98-6ace12d34c5f Abby Adlerman: On Board Oversight, Accountability, Risk Mitigation and Strategy (OARS). 0:00 -- Intro.

1:14-- About this podcast's sponsor: The American College of Governance Counsel.

2:09 -- Start of interview.

2:41 -- Abby's "origin story." 

4:11 -- Her time at Hambrecht & Quist. Distinctions between IPO market in the 1990s and the current environment. Her time as a CEO of a venture-backed e-commerce company. Her time at Russell Reynolds (7 years).

10:36 -- The history, mission and current focus of her company Boardspan, founded in 2014. "To help boards succeed." 

"[The focus is a mixture of] a traditional service business [board recruiting] and a very modern brand new IT business, around assessments and information gathering and marry those two." "And I think that was the hardest part quite honestly, is how you marry both the service and a software business and deliver both at the same time."

14:24 -- On high performing boards and board culture.

"We developed a framework to talk about high -performing boards. [It is] really simple. I call it OARS, which is like rowing a boat, just to make it easy for people to remember. 'O' stands for oversight, 'A', accountability, 'R' is risk mitigation, and 'S' is strategy."

"We all know that board work is a team sport. So, if board members are not aligned, it's really hard for them to do their work. 
It's not an individual sport and everybody knows that."

17:24 -- Differences in board dynamics between public and private (venture-backed) boards.

23:28 -- On the importance of board committees. 

  1. "Committees are where the vast majority of the board's work is done, and they're really important. I often refer to them as the workhorses of the board."
  2. "I just want to remind your listeners that committees don't make decisions. They make recommendations when it comes to the major actions. And so it's not that control is transferred to a committee, it's the leaning on them, the leverage, the expertise that is transferred."
  3. "If a board member really wants to have influence on a particular issue that a committee is undertaking, then join the committee, don't discount their value to the board."

26:42 -- On board evaluations. "[W]e are big believers in having objective data. Now, objective data can be quantitative and qualitative, but you still want that objectivity as a way to sort of lead you onto a path of growth. So we like the number side because it helps put a stake in the ground. You can measure progress and critically, you can benchmark to peers, which is something that we find and hear back from our clients is absolutely invaluable." "We have found the act of doing an evaluation with a third party is the biggest step forward."

30:48 -- On the Board/CEO relationship. "It's the most important relationship of all. And personally, I'm not a believer that the board's job is simply to hire and fire the CEO. I think that's, in all due respect, an old school perspective."

34:25 -- On the role of the Chair or Lead Independent Director. "The role of the chair, independent chair or lead independent is critical. And that's true whether it's a large public company, a small private company and everything in between, because they're often in that role of helping to facilitate the board's contributions, the board's role." "Figuring out where's the line and how [the board can] add value, that tone gets set by the partnership between the CEO and the chair."

36:53 -- On CEOs moving to Chairman role. "It is really hard for people to take off one hat and put the other one on. So it really has to be discussed."

40:02 -- On the evolution of boardroom diversity. "Another metaphor I often use for boards are tapestries, meaning that you're kind of weaving together different threads. I referred to the team sport earlier, but perhaps the better metaphor really is it's a small symphony, not a big one, but a relatively small symphony where you're bringing different skills, perspectives and ways that board members can contribute that makes the group as a whole stronger. And back to our prior conversation about board chairs, they're the conductor of that symphony and that's an invaluable role. But it doesn't mean that that conductor or any one other person who plays the violin is a great percussionist or a great woodwind or something like that. So it's about bringing all of these together. We've made a lot of progress in board diversity."

43:04 -- Abby's take on ESG and the ESG backlash ("green hushing").

45:59 -- On the question of single issue directors from a board composition perspective. "[Y]ou and your listeners are well aware of the QFE requirement to have a qualified financial expert. I do believe that at some point we're gonna see those requirements in other areas. Now, cybersecurity might be one of the first ones where we see a "QCSE" requirement." "I think people need to remember that a good board member grows with the board [...] and they can grow and figure out how to contribute in other ways."

49:45 -- On geopolitics in the boardroom. "We use a really simple model with our clients and it's based on concentric circles. And at the very center is management's expertise.  If this is an existential issue, if you're doing the vast majority of your production in China or getting resources from China. [I]f your business's success is dependent on that, then you should have the expertise at the management level. It needs to be on there. The level of the board's knowledge that's required is influenced by how critical of an issue is it."

51:30 -- On impact of AI in the boardroom. "People are sort of trying to figure out how to stay current, knowing that what is current next week probably wasn't current this week. I kind of liken it to everything, everywhere, all at once."

53:04 -- Books that have greatly influenced her life: 

  1. Crossing to Safety by Wallace Stegner (1987)
  2. The Prophet by Khalil Gibran (1923)
  3. Everything by Jane Austen

53:56 -- Her mentors: the late Dan Case (H&Q), Christina Morgan (formerly with H&Q and JP Morgan) and current mentor is Mary Cranston (featured in E80 of this podcast)

54:49 -- Quotes that she thinks of often or lives her life by: "I often get asked by people for career advice. And so I will share what I share with everybody which is: like what you do, like who you do it with, and feel fairly rewarded by that work."

55:12 -- An unusual habit or absurd thing that she loves.

55:50 -- The living person she most admires: Barack Obama. "My fantasy dinner table has both of Obama and Bruce Springsteen joining me."

Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 13 Nov 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Abby Adlerman, Evan Epstein) https://boardroom-governance.com/episodes/abby-adlerman-Fs_JkNXz 0:00 -- Intro.

1:14-- About this podcast's sponsor: The American College of Governance Counsel.

2:09 -- Start of interview.

2:41 -- Abby's "origin story." 

4:11 -- Her time at Hambrecht & Quist. Distinctions between IPO market in the 1990s and the current environment. Her time as a CEO of a venture-backed e-commerce company. Her time at Russell Reynolds (7 years).

10:36 -- The history, mission and current focus of her company Boardspan, founded in 2014. "To help boards succeed." 

"[The focus is a mixture of] a traditional service business [board recruiting] and a very modern brand new IT business, around assessments and information gathering and marry those two." "And I think that was the hardest part quite honestly, is how you marry both the service and a software business and deliver both at the same time."

14:24 -- On high performing boards and board culture.

"We developed a framework to talk about high -performing boards. [It is] really simple. I call it OARS, which is like rowing a boat, just to make it easy for people to remember. 'O' stands for oversight, 'A', accountability, 'R' is risk mitigation, and 'S' is strategy."

"We all know that board work is a team sport. So, if board members are not aligned, it's really hard for them to do their work. 
It's not an individual sport and everybody knows that."

17:24 -- Differences in board dynamics between public and private (venture-backed) boards.

23:28 -- On the importance of board committees. 

  1. "Committees are where the vast majority of the board's work is done, and they're really important. I often refer to them as the workhorses of the board."
  2. "I just want to remind your listeners that committees don't make decisions. They make recommendations when it comes to the major actions. And so it's not that control is transferred to a committee, it's the leaning on them, the leverage, the expertise that is transferred."
  3. "If a board member really wants to have influence on a particular issue that a committee is undertaking, then join the committee, don't discount their value to the board."

26:42 -- On board evaluations. "[W]e are big believers in having objective data. Now, objective data can be quantitative and qualitative, but you still want that objectivity as a way to sort of lead you onto a path of growth. So we like the number side because it helps put a stake in the ground. You can measure progress and critically, you can benchmark to peers, which is something that we find and hear back from our clients is absolutely invaluable." "We have found the act of doing an evaluation with a third party is the biggest step forward."

30:48 -- On the Board/CEO relationship. "It's the most important relationship of all. And personally, I'm not a believer that the board's job is simply to hire and fire the CEO. I think that's, in all due respect, an old school perspective."

34:25 -- On the role of the Chair or Lead Independent Director. "The role of the chair, independent chair or lead independent is critical. And that's true whether it's a large public company, a small private company and everything in between, because they're often in that role of helping to facilitate the board's contributions, the board's role." "Figuring out where's the line and how [the board can] add value, that tone gets set by the partnership between the CEO and the chair."

36:53 -- On CEOs moving to Chairman role. "It is really hard for people to take off one hat and put the other one on. So it really has to be discussed."

40:02 -- On the evolution of boardroom diversity. "Another metaphor I often use for boards are tapestries, meaning that you're kind of weaving together different threads. I referred to the team sport earlier, but perhaps the better metaphor really is it's a small symphony, not a big one, but a relatively small symphony where you're bringing different skills, perspectives and ways that board members can contribute that makes the group as a whole stronger. And back to our prior conversation about board chairs, they're the conductor of that symphony and that's an invaluable role. But it doesn't mean that that conductor or any one other person who plays the violin is a great percussionist or a great woodwind or something like that. So it's about bringing all of these together. We've made a lot of progress in board diversity."

43:04 -- Abby's take on ESG and the ESG backlash ("green hushing").

45:59 -- On the question of single issue directors from a board composition perspective. "[Y]ou and your listeners are well aware of the QFE requirement to have a qualified financial expert. I do believe that at some point we're gonna see those requirements in other areas. Now, cybersecurity might be one of the first ones where we see a "QCSE" requirement." "I think people need to remember that a good board member grows with the board [...] and they can grow and figure out how to contribute in other ways."

49:45 -- On geopolitics in the boardroom. "We use a really simple model with our clients and it's based on concentric circles. And at the very center is management's expertise.  If this is an existential issue, if you're doing the vast majority of your production in China or getting resources from China. [I]f your business's success is dependent on that, then you should have the expertise at the management level. It needs to be on there. The level of the board's knowledge that's required is influenced by how critical of an issue is it."

51:30 -- On impact of AI in the boardroom. "People are sort of trying to figure out how to stay current, knowing that what is current next week probably wasn't current this week. I kind of liken it to everything, everywhere, all at once."

53:04 -- Books that have greatly influenced her life: 

  1. Crossing to Safety by Wallace Stegner (1987)
  2. The Prophet by Khalil Gibran (1923)
  3. Everything by Jane Austen

53:56 -- Her mentors: the late Dan Case (H&Q), Christina Morgan (formerly with H&Q and JP Morgan) and current mentor is Mary Cranston (featured in E80 of this podcast)

54:49 -- Quotes that she thinks of often or lives her life by: "I often get asked by people for career advice. And so I will share what I share with everybody which is: like what you do, like who you do it with, and feel fairly rewarded by that work."

55:12 -- An unusual habit or absurd thing that she loves.

55:50 -- The living person she most admires: Barack Obama. "My fantasy dinner table has both of Obama and Bruce Springsteen joining me."

Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Abby Adlerman: On Board Oversight, Accountability, Risk Mitigation and Strategy (OARS). Abby Adlerman, Evan Epstein 00:57:33 Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors. Abby was previously part of the senior leadership team at Russell Reynolds Associates, served as CEO of a venture-backed e-commerce business, and spent 15 years in investment banking advising board & C-suite clients on a range of corporate finance and M&A transactions. In this podcast, we discuss high performing boards, board culture and the role of board committees. We also cover board evaluations, the CEO/Board relationship, the role of the Chair/Lead Director and boardroom diversity. Other topics include ESG, cybersecurity, geopolitics, and AI in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Abby Adlerman is the CEO and founder of Boardspan, a provider of digital governance solutions for boards across all sectors. Abby was previously part of the senior leadership team at Russell Reynolds Associates, served as CEO of a venture-backed e-commerce business, and spent 15 years in investment banking advising board & C-suite clients on a range of corporate finance and M&A transactions. In this podcast, we discuss high performing boards, board culture and the role of board committees. We also cover board evaluations, the CEO/Board relationship, the role of the Chair/Lead Director and boardroom diversity. Other topics include ESG, cybersecurity, geopolitics, and AI in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. oversight, board ceo relationship, strategy, chairman, artificial intelligence, chairman role, board dynamics, board-ceo relationship, risk mitigation, board culture, esg backlash, high performing boards, accountability, boardspan, ai, lead independent director, board committees, ipo, ceo, geopolitics, esg, board evaluations false full 117 56d352fa-f0ad-4daa-aebe-682d16834ad8 Private Companies and Startup Governance: with Evan Epstein, Heidi Roizen and Dan Siciliano. 0:00 -- Intro.

1:27 -- About this podcast's sponsor: The American College of Governance Counsel.

2:23 -- Intro of Webinar (and speakers) by Nancy Easterbrook, Executive Director of SVDX.

5:33 -- Start of webinar by Dan Siciliano, Chair of SVDX.

6:40 -- Some differences between private (VC-backed) and public boards.

9:23 -- The role of independent directors in venture-backed companies. 

14:00 -- Specific issues in VC industry: preferred vs common shares and impact on director fiduciary duties and dual-fiduciary duties. The Trados case (2013).

18:14 -- An edge-case proposed by Heidi Roizen: voting as a director vs voting as a shareholder. The "sanctity of the preference stack" vs management carve-out.

23:44 -- How "bad" directors can negatively impact companies and the proper use of special independent committees to "cleanse transactions." The role company counsel. Funding managing incentive plans (MIPs).

29:39 -- Two lessons for independent directors from Heidi Roizen: 1) "avoid messing with waterfall distributions" and 2) run a thorough process.

33:52 -- Important take-away from the Trados case: fiduciary duties are owed to the common stockholders.

40:00 -- The Basho case (2018),  where a VC investor was ordered to pay ~$20m in damages for using contractual consent rights granted to it as a preferred shareholder together with “hardball” negotiating tactics to force the company to the brink of insolvency and leave it with no choice but to accept “oppressive” financing terms. Inside rounds vs outside rounds.

42:27 -- Other thoughts to encourage independent directors in venture-backed companies from Heidi Roizen. "You have to understand the payouts." "As a VC: lead, follow or get out of the way." "We can either be the crusher, or the crushee, but either way something is going to get crashed here." "Sometimes (...) the best thing you can do is say, look, I'll get out of the way.
You guys do what you want. We're in the risk business (...) almost half of our deals don't return the capital we put in. And so to be assholes about stuff is a bad idea. You may win the battle, but lose the war, right? You may, you know, twist somebody's arm and get your couple million back, but no entrepreneur is going to want to work with you anymore."

49:09 -- On director education for venture-backed companies. New program to launch from UC Law SF and Cooley in San Francisco in March 2024! *For more details: contact Evan Epstein at epsteinevan@uclawsf.edu.

51:03 -- Why there are so few independent directors in venture-backed companies? Heidi Roizen: "I think they're undervalued by both investors and entrepreneurs." On board education: Heidi recommends Brad Feld's books, including Venture Deals and Startup Boards. Book mentioned by Evan: Founder vs Investor (by Zalman and Neumann).

56:03 -- Heidi's recommendation for independent directors of companies running out of cash: "If the company you're on the board of has only a year or less of runway, you already should be speaking up. If your company has nine months or less of runway, you should already be beginning a process to be sold. And if your company has four months or less of runway, I would resign from that board as an independent. I would speak early, speak often, and if nobody's paying attention to you, I would actually get off that board." "[A]ll the problems happen when you have bad process and when you run out of money."

59:06 -- The enhanced role of the board in this downmarket. Heidi: "Structured deals are board for startups."

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

 You can follow Heidi on social media at:

Twitter: @HeidiRoizen

LinkedIn: https://www.linkedin.com/in/heidiroizen/ 

The Startup Solution: https://threshold.vc/podcast

Threshold VC: https://threshold.vc/

__

 You can follow SVDX on social media at:

Twitter: @svdx1

LinkedIn: https://www.linkedin.com/company/silicon-valley-directors'-exchange/

Website: https://www.svdx.org/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

This podcast is sponsored by the American College of Governance Counsel.

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 7 Nov 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Heidi Roizen, Dan Siciliano, Evan Epstein) https://boardroom-governance.com/episodes/private-companies-and-startup-governance-bb7KldBy 0:00 -- Intro.

1:27 -- About this podcast's sponsor: The American College of Governance Counsel.

2:23 -- Intro of Webinar (and speakers) by Nancy Easterbrook, Executive Director of SVDX.

5:33 -- Start of webinar by Dan Siciliano, Chair of SVDX.

6:40 -- Some differences between private (VC-backed) and public boards.

9:23 -- The role of independent directors in venture-backed companies. 

14:00 -- Specific issues in VC industry: preferred vs common shares and impact on director fiduciary duties and dual-fiduciary duties. The Trados case (2013).

18:14 -- An edge-case proposed by Heidi Roizen: voting as a director vs voting as a shareholder. The "sanctity of the preference stack" vs management carve-out.

23:44 -- How "bad" directors can negatively impact companies and the proper use of special independent committees to "cleanse transactions." The role company counsel. Funding managing incentive plans (MIPs).

29:39 -- Two lessons for independent directors from Heidi Roizen: 1) "avoid messing with waterfall distributions" and 2) run a thorough process.

33:52 -- Important take-away from the Trados case: fiduciary duties are owed to the common stockholders.

40:00 -- The Basho case (2018),  where a VC investor was ordered to pay ~$20m in damages for using contractual consent rights granted to it as a preferred shareholder together with “hardball” negotiating tactics to force the company to the brink of insolvency and leave it with no choice but to accept “oppressive” financing terms. Inside rounds vs outside rounds.

42:27 -- Other thoughts to encourage independent directors in venture-backed companies from Heidi Roizen. "You have to understand the payouts." "As a VC: lead, follow or get out of the way." "We can either be the crusher, or the crushee, but either way something is going to get crashed here." "Sometimes (...) the best thing you can do is say, look, I'll get out of the way.
You guys do what you want. We're in the risk business (...) almost half of our deals don't return the capital we put in. And so to be assholes about stuff is a bad idea. You may win the battle, but lose the war, right? You may, you know, twist somebody's arm and get your couple million back, but no entrepreneur is going to want to work with you anymore."

49:09 -- On director education for venture-backed companies. New program to launch from UC Law SF and Cooley in San Francisco in March 2024! *For more details: contact Evan Epstein at epsteinevan@uclawsf.edu.

51:03 -- Why there are so few independent directors in venture-backed companies? Heidi Roizen: "I think they're undervalued by both investors and entrepreneurs." On board education: Heidi recommends Brad Feld's books, including Venture Deals and Startup Boards. Book mentioned by Evan: Founder vs Investor (by Zalman and Neumann).

56:03 -- Heidi's recommendation for independent directors of companies running out of cash: "If the company you're on the board of has only a year or less of runway, you already should be speaking up. If your company has nine months or less of runway, you should already be beginning a process to be sold. And if your company has four months or less of runway, I would resign from that board as an independent. I would speak early, speak often, and if nobody's paying attention to you, I would actually get off that board." "[A]ll the problems happen when you have bad process and when you run out of money."

59:06 -- The enhanced role of the board in this downmarket. Heidi: "Structured deals are board for startups."

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

 You can follow Heidi on social media at:

Twitter: @HeidiRoizen

LinkedIn: https://www.linkedin.com/in/heidiroizen/ 

The Startup Solution: https://threshold.vc/podcast

Threshold VC: https://threshold.vc/

__

 You can follow SVDX on social media at:

Twitter: @svdx1

LinkedIn: https://www.linkedin.com/company/silicon-valley-directors'-exchange/

Website: https://www.svdx.org/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

This podcast is sponsored by the American College of Governance Counsel.

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Private Companies and Startup Governance: with Evan Epstein, Heidi Roizen and Dan Siciliano. Heidi Roizen, Dan Siciliano, Evan Epstein 01:03:09 This is a special episode recorded from a webinar co-hosted by the Silicon Valley Directors’ Exchange (SVDX) and UC Law SF. It took place on October 25th, 2023. I was invited to speak on private companies and corporate governance alongside Heidi Roizen, a partner at Threshold Ventures. The conversation was moderated by Dan Siciliano, the Chairman of SVDX and CEO of Nikkl. In this discussion, we cover distinctions between public and private boards and the role of independent directors in private venture-backed companies. We also talk about conflicts of interests and dual fiduciary duties, some case studies, and why structured deals are bad for startups. We finally address director education and some recommended books on this topic. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. This is a special episode recorded from a webinar co-hosted by the Silicon Valley Directors’ Exchange (SVDX) and UC Law SF. It took place on October 25th, 2023. I was invited to speak on private companies and corporate governance alongside Heidi Roizen, a partner at Threshold Ventures. The conversation was moderated by Dan Siciliano, the Chairman of SVDX and CEO of Nikkl. In this discussion, we cover distinctions between public and private boards and the role of independent directors in private venture-backed companies. We also talk about conflicts of interests and dual fiduciary duties, some case studies, and why structured deals are bad for startups. We finally address director education and some recommended books on this topic. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. conflicts of interest, preferred stock, startup boards, structured deals, corporate governance, fiduciary duties, dual-fiduciary duties, silicon valley directors' exchange, svdx, director education, venture-backed boards, venture capital, basho case, management incentive plans, board education, recaps, waterfall distributions, vc, downrounds, trados case, independent directors, silicon valley false full 116 bea9d30e-3e93-4282-96bb-8b4399854093 Julie Daum: "The Aging of U.S. Boards and Lack of Turnover is a Real Issue." 0:00 -- Intro.

1:11-- About this podcast's sponsor: The American College of Governance Counsel.

2:08 -- Start of interview.

2:47 -- Julie's "origin story." She started her work with boards in the early 1980s with Catalyst (a non-profit women's organization whose mission is to promote women in corporate America).

5:46 -- Now she's leading the Board Practice at Spencer Stewart.

6:15 -- About the 2023 U.S. Spencer Stuart Board Index. Now in its 38th year, this index examines the latest data and trends in board composition, board governance practices and director compensation among S&P 500 companies.

7:46 -- Comparing and contrasting board practices in  S&P 500 companies with mid or small cap companies. Example: Spencer Stuart S&P MidCap 400 Index. "The trends are set in the bigger companies, and the smaller companies follow."

10:08 -- Highlights from the 2023 U.S. Spencer Stuart Board Index.

  1. Skills: return to the desire to have CEOs and financial skills in the boardroom. "The recruitment of retired or active CEOs rose this year to 30% of the incoming class, which was a big uptick. And boards also recruited more directors with financial backgrounds, and they accounted for about 27% of the new directors. In both categories, retirees outnumbered active executives." "42% of S&P 500 CEOs serve on a board, meaning 58% do not. So when boards are looking for active or retired CEOs, like they were this year, they tend to look more in the retired category because they're just more available."
  2. On the practice of overboarding: "It has changed dramatically." "Now there's a restriction on how many boards a CEO can serve on. 
    They can serve on one." "I think now most boards think that [an outside] director can serve on three total, [due to the] time [required] to devote to the company."
  3. [14:33] On companies restricting executives on serving on outside boards: "[Some] companies restrict board membership, but they don't forbid it generally."
  4. [15:58] Increase in time and commitment for board members:  "It is a much more time-intensive job than it used to be." "There was a survey that was out a while ago that said board members spent 210 hours or something like that, we just did a pulse survey of directors It came back saying they think it's 350 hours now." "So it's a very time intensive job and much different than it used to be."
  5. [16:58] Survey on NomGov Chairs: "CEO experience is at the top of their list and financial experience for next year."
  6. [18:34] International experience: "International experience has really gone up among independent directors this year, 54% had spent time working outside the US, 18% were from outside the US. So that's a big changeover. If you looked for 10 years ago, that number would have been 8%."
  7. [20:18] Low turnover in boardrooms and mandatory retirement age: "We had really low turnover in the boardroom [which I find to be concerning]. This year was 7% of boards seats turned. Yet last year it was 8%, the year before it was 9%." "So boards don't change, they are evolutionary bodies. And not many people leave, which means not many people join." "[Boards] overwhelmingly use mandatory retirement as their refreshment tool. So while the percentages of boards disclosing a mandatory retirement age for directors declined a little this year, it's about 70%, the retirement age of boards with these policies goes up every year. And so now over half of boards with age limits have a mandatory retirement age of 75 or older. And a decade ago, that was 24% or so had that retirement age. So we just keep pushing, pushing the retirement ages up."
  8. [22:18] Term limits: "Very few have term limits, 8% have term limits. We get asked this question all the time because obviously, companies overseas or countries have different term limits. And it just doesn't take off here."
  9. [23:09] Average board tenure: It hasn't changed a lot [7.8 yrs]. I would say, which is kind of surprising because, you know, people are staying longer. If you look at boards right now, they tend to be a third, a third, a third: a third under five years, a third five to 10 years, and then a third over 10 years. And some of those can be very high, but that's kind of what it looks like."
  10. [24:18] On board evaluations: "98% this year reported that they had a board evaluation process. But I guess the real question is, okay, they do a board evaluation of the whole, but how many of them are doing individual assessments and are they using those to try to encourage turnover in the boardroom?"
  11. [27:35] On boardroom diversity: "Two thirds of the independent director appointments were diverse and  48% of all directors now are diverse. So it was still a pretty high number this year. But you're right, it was a pullback from the last two years where the numbers were in the 72%. And I think that George Floyd had a lot to do with that and really bringing this issue to the forefront." "I think that boards are recognizing more of the value of having diversity in the room and the value of the message that it sends to their employees, to their customers."

34:01 -- Her take on ESG and the ESG backlash. "Last year, [in our NomGov chair survey] directors said that [one] of the most important thing was to bring somebody on the board that had an ESG background, or they were going to be thinking about that. 
This year, it dropped significantly." "They may not bring somebody onto the board who has an ESG background, but they are talking about ESG.  They're taking it seriously, and some of it depends whether it's the E, the S, or the G, depending on the company, but we are not seeing them look for ESG directors."

35:55 -- On the question of single issue directors from a board composition perspective. "Single-issue directors are less in demand because you don't have a lot of opportunity to bring people into the boardroom, and you really don't want directors who can only speak up on one issue. For a while, we were seeing single-issue directors, and that just has decreased, and technology may be the exception to that."

38:90 -- On the advent of AI for board placements and impact in the boardroom generally. "It's too early, I think, to tell. [I]t's going to have a huge impact on every company. And so they're going to have to figure out how they get smart [and] stay smart about the issues. But again, it might not be that they bring somebody on to the board who's an AI expert." "I think you'll probably start to see boards coming out to Silicon Valley to get smart about it."

41:34 -- On the aging if U.S. boards and lack of turnover: "It's really hard to believe that only 7% of boards should turnover in a year." "The biggest issue right now is that changes are very fast in everything else but it isn't very fast in governance."

43:22 -- Books that have greatly influenced her life: 

  1. Books on happiness.
  2. Books by David Brooks (eg, The Second Mountain).
  3. Writers who have the courage to go up against powerful people and try to write a wrong or expose something (eg, The Empire of Pain, Bad Blood)

44:45 -- Her sponsor: Thomas Neff (former Chairman of Spencer Stuart US and founder of its CEO and Board of Directors Practice).

46:12 -- Quotes that she thinks of often or lives her life by: "Assume good intentions."

46:51 -- An unusual habit or absurd thing that she loves: she's an avid needlepointer. 

47:28 -- The living person she most admires: "People who may not have a profile, those who work with the hungry and the refugees and things like that, and we don't know who they are." "If I had to pick the name of somebody who's well known to the world, I would probably say Nancy Pelosi."

Julie Daum is the leader of the North American Board Practice of Spencer Stuart. She has conducted more than 1,500 board director assignments.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 30 Oct 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Julie Daum, Evan Epstein) https://boardroom-governance.com/episodes/julie-daum-3OQuUixs 0:00 -- Intro.

1:11-- About this podcast's sponsor: The American College of Governance Counsel.

2:08 -- Start of interview.

2:47 -- Julie's "origin story." She started her work with boards in the early 1980s with Catalyst (a non-profit women's organization whose mission is to promote women in corporate America).

5:46 -- Now she's leading the Board Practice at Spencer Stewart.

6:15 -- About the 2023 U.S. Spencer Stuart Board Index. Now in its 38th year, this index examines the latest data and trends in board composition, board governance practices and director compensation among S&P 500 companies.

7:46 -- Comparing and contrasting board practices in  S&P 500 companies with mid or small cap companies. Example: Spencer Stuart S&P MidCap 400 Index. "The trends are set in the bigger companies, and the smaller companies follow."

10:08 -- Highlights from the 2023 U.S. Spencer Stuart Board Index.

  1. Skills: return to the desire to have CEOs and financial skills in the boardroom. "The recruitment of retired or active CEOs rose this year to 30% of the incoming class, which was a big uptick. And boards also recruited more directors with financial backgrounds, and they accounted for about 27% of the new directors. In both categories, retirees outnumbered active executives." "42% of S&P 500 CEOs serve on a board, meaning 58% do not. So when boards are looking for active or retired CEOs, like they were this year, they tend to look more in the retired category because they're just more available."
  2. On the practice of overboarding: "It has changed dramatically." "Now there's a restriction on how many boards a CEO can serve on. 
    They can serve on one." "I think now most boards think that [an outside] director can serve on three total, [due to the] time [required] to devote to the company."
  3. [14:33] On companies restricting executives on serving on outside boards: "[Some] companies restrict board membership, but they don't forbid it generally."
  4. [15:58] Increase in time and commitment for board members:  "It is a much more time-intensive job than it used to be." "There was a survey that was out a while ago that said board members spent 210 hours or something like that, we just did a pulse survey of directors It came back saying they think it's 350 hours now." "So it's a very time intensive job and much different than it used to be."
  5. [16:58] Survey on NomGov Chairs: "CEO experience is at the top of their list and financial experience for next year."
  6. [18:34] International experience: "International experience has really gone up among independent directors this year, 54% had spent time working outside the US, 18% were from outside the US. So that's a big changeover. If you looked for 10 years ago, that number would have been 8%."
  7. [20:18] Low turnover in boardrooms and mandatory retirement age: "We had really low turnover in the boardroom [which I find to be concerning]. This year was 7% of boards seats turned. Yet last year it was 8%, the year before it was 9%." "So boards don't change, they are evolutionary bodies. And not many people leave, which means not many people join." "[Boards] overwhelmingly use mandatory retirement as their refreshment tool. So while the percentages of boards disclosing a mandatory retirement age for directors declined a little this year, it's about 70%, the retirement age of boards with these policies goes up every year. And so now over half of boards with age limits have a mandatory retirement age of 75 or older. And a decade ago, that was 24% or so had that retirement age. So we just keep pushing, pushing the retirement ages up."
  8. [22:18] Term limits: "Very few have term limits, 8% have term limits. We get asked this question all the time because obviously, companies overseas or countries have different term limits. And it just doesn't take off here."
  9. [23:09] Average board tenure: It hasn't changed a lot [7.8 yrs]. I would say, which is kind of surprising because, you know, people are staying longer. If you look at boards right now, they tend to be a third, a third, a third: a third under five years, a third five to 10 years, and then a third over 10 years. And some of those can be very high, but that's kind of what it looks like."
  10. [24:18] On board evaluations: "98% this year reported that they had a board evaluation process. But I guess the real question is, okay, they do a board evaluation of the whole, but how many of them are doing individual assessments and are they using those to try to encourage turnover in the boardroom?"
  11. [27:35] On boardroom diversity: "Two thirds of the independent director appointments were diverse and  48% of all directors now are diverse. So it was still a pretty high number this year. But you're right, it was a pullback from the last two years where the numbers were in the 72%. And I think that George Floyd had a lot to do with that and really bringing this issue to the forefront." "I think that boards are recognizing more of the value of having diversity in the room and the value of the message that it sends to their employees, to their customers."

34:01 -- Her take on ESG and the ESG backlash. "Last year, [in our NomGov chair survey] directors said that [one] of the most important thing was to bring somebody on the board that had an ESG background, or they were going to be thinking about that. 
This year, it dropped significantly." "They may not bring somebody onto the board who has an ESG background, but they are talking about ESG.  They're taking it seriously, and some of it depends whether it's the E, the S, or the G, depending on the company, but we are not seeing them look for ESG directors."

35:55 -- On the question of single issue directors from a board composition perspective. "Single-issue directors are less in demand because you don't have a lot of opportunity to bring people into the boardroom, and you really don't want directors who can only speak up on one issue. For a while, we were seeing single-issue directors, and that just has decreased, and technology may be the exception to that."

38:90 -- On the advent of AI for board placements and impact in the boardroom generally. "It's too early, I think, to tell. [I]t's going to have a huge impact on every company. And so they're going to have to figure out how they get smart [and] stay smart about the issues. But again, it might not be that they bring somebody on to the board who's an AI expert." "I think you'll probably start to see boards coming out to Silicon Valley to get smart about it."

41:34 -- On the aging if U.S. boards and lack of turnover: "It's really hard to believe that only 7% of boards should turnover in a year." "The biggest issue right now is that changes are very fast in everything else but it isn't very fast in governance."

43:22 -- Books that have greatly influenced her life: 

  1. Books on happiness.
  2. Books by David Brooks (eg, The Second Mountain).
  3. Writers who have the courage to go up against powerful people and try to write a wrong or expose something (eg, The Empire of Pain, Bad Blood)

44:45 -- Her sponsor: Thomas Neff (former Chairman of Spencer Stuart US and founder of its CEO and Board of Directors Practice).

46:12 -- Quotes that she thinks of often or lives her life by: "Assume good intentions."

46:51 -- An unusual habit or absurd thing that she loves: she's an avid needlepointer. 

47:28 -- The living person she most admires: "People who may not have a profile, those who work with the hungry and the refugees and things like that, and we don't know who they are." "If I had to pick the name of somebody who's well known to the world, I would probably say Nancy Pelosi."

Julie Daum is the leader of the North American Board Practice of Spencer Stuart. She has conducted more than 1,500 board director assignments.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Julie Daum: "The Aging of U.S. Boards and Lack of Turnover is a Real Issue." Julie Daum, Evan Epstein 00:50:25 Julie Daum is the leader of the North American Board Practice of Spencer Stuart. She has conducted more than 1,500 board director assignments. We discuss the findings of the 2023 U.S. Spencer Stuart Board Index, focused on corporate governance practices in S&P500 companies. Among other topics, we cover trends in boardroom composition, overboarding, evaluations, turnover, term limits, diversity, ESG, and the role of technology and AI in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Julie Daum is the leader of the North American Board Practice of Spencer Stuart. She has conducted more than 1,500 board director assignments. We discuss the findings of the 2023 U.S. Spencer Stuart Board Index, focused on corporate governance practices in S&P500 companies. Among other topics, we cover trends in boardroom composition, overboarding, evaluations, turnover, term limits, diversity, ESG, and the role of technology and AI in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. evaluations, single issue directors, board practices, midcap, overboarding, spencer stewart, board refreshment, financial expertise, international, 2023 u.s. spencer stuart board index, catalyst, skills, ceos, sarbannes oxley, ai, boardroom turnover, term limits, ceo, esg, boardroom diversity, board tenure, board evaluations, sox false full 115 b6a1de0e-9014-4efa-b1b4-f46dbe92b62d Mauro Cunha: Governance and Board Experience from Brazil. 0:00 -- Intro.

1:38-- About this podcast's sponsor: The American College of Governance Counsel.

2:34 -- Start of interview.

3:13 -- Mauro's "origin story." 

4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015).

9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazil. 

10:04 -- The corporate governance changes introduced by Novo Mercado (special listings segment created in Brazil in 2000).

11:39 -- About the Petrobras corruption scandal ("Lava Jato" or "Car Wash"). He was the first independent director in Petrobras (2013) and they elected a second independent director in 2014. "1+1 in that situation equals 4." "The board simply did the Government's bidding." "But it's all gone now, there has been a huge backlash. There is no one in jail anymore." "Just like what happened in Italy with the Clean Hands Operation, there is a political wave of acquittals." "There was a class action settlement in the U.S. for $3.5 billion (2016) and PwC settled for $50 million (2018)."

18:58 -- His joining the board of Vale (2021-2023), post Brumadinho dam disaster (2019). "I was elected to the board as part of an activist campaign, led by Capital Group." 

23:28 -- On the SEC's action against Vale for greenwashing (settled in 2023 for $55.9 million). "Vale became a lightning rod and it is a rich company in a poor country and in a poor region of a poor country." "One executive of the company used the expression that was Vale is the peacock in the Favela." "[Vale] gets a lot of attention and focus and sometimes not fairly. It does some amazing things in terms of ESG." "Vale is actually an example that responsible mining is not only essential for the energy transition, but it actually can be good for the environment. But there's a lot of bad press around it."

24:40 -- His take on ESG: "ESG should not be driven by rankings, reports and ratings. It must be driven by owners."

28:50 -- On the ESG backlash. "Part of the problem has to do with the architecture of the institutional investors." "The productive way for investors to ensure that companies are doing the right thing is one-on-one engagements that cannot be done wholesale. 
It needs to be done in a more retail way. So this increases the value of specialized asset managers that have a smaller portfolio, that may or may not be called activists."

32:11 -- On joining the board of Embraer. The impact of the Pandemic and 'work from home' in Brazil.

34:55 -- On the evolving geopolitical landscape, China/US tensions and where Brazil stands in this picture. 

39:17 -- On the role of independent directors, and evolution in Brazil in the last 20 years:

  • "When you get into a situation like I was in Petrobras, you need to know where your red lines are and what to do when they're reached. You can fight and in some cases it may be the case that you need to leave and do a noisy withdrawal as I've done several times in my career so."
  • "I fear that in many situations we have lots of companies reporting larger percentages of independent directors on their boards, but these are not really independent."
  • "[You have to] be true to your values, know your red lines, but at the same time, try to work with people. And some things will not be the way you want. So a director who simply says no when the board goes in a way that he or she doesn't agree with is not going to be productive.  So you have to, in Brazil we say we need to swallow some frogs every once in a while. You just have to watch out to make sure what are the sizes of frogs that you can swallow to make it for productive mandate on the board, but at the same time not compromising your values."

43:44 -- On the question of single issue directors. "I think it's a big mistake for a number of reasons. First, because it's not enough space for all the issues to be on the boards. The other problem is that if you have a specialist on the board, say in cyber security, every time the issue of cyber security comes up, everybody will look at this guy and say, whatever he or she is telling us to do, you're outsourcing your fiduciary duty, which is terrible."

45:45 -- "Brazil today has very different companies. This means that the governance structure for each one of them has to be different. And we have to understand, it's case by case, and we need to build the governance structures that are adequate to each company." "I think when we think about ESG, we're really talking about E&S, and people are forgetting the G. The G is what gets E&S done. E&S without the G is greenwashing."

47:49 -- Book that has greatly influenced his life: Atlas Shrugged by Ayn Rand (2003)

48:00 -- His mentors, and what he learned from them: André Jacurski and Paulo Guedes (founders of Banco Pactual).

48:33 -- Quotes that he thinks of often or lives his life by: "We didn't come this far just to come this far"

48:50 -- The living person he most admires: Bill Gates.

Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. 

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Oct 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Mauro Cunha, Evan Epstein) https://boardroom-governance.com/episodes/mauro-cunha-fnsbgmD0 0:00 -- Intro.

1:38-- About this podcast's sponsor: The American College of Governance Counsel.

2:34 -- Start of interview.

3:13 -- Mauro's "origin story." 

4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015).

9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazil. 

10:04 -- The corporate governance changes introduced by Novo Mercado (special listings segment created in Brazil in 2000).

11:39 -- About the Petrobras corruption scandal ("Lava Jato" or "Car Wash"). He was the first independent director in Petrobras (2013) and they elected a second independent director in 2014. "1+1 in that situation equals 4." "The board simply did the Government's bidding." "But it's all gone now, there has been a huge backlash. There is no one in jail anymore." "Just like what happened in Italy with the Clean Hands Operation, there is a political wave of acquittals." "There was a class action settlement in the U.S. for $3.5 billion (2016) and PwC settled for $50 million (2018)."

18:58 -- His joining the board of Vale (2021-2023), post Brumadinho dam disaster (2019). "I was elected to the board as part of an activist campaign, led by Capital Group." 

23:28 -- On the SEC's action against Vale for greenwashing (settled in 2023 for $55.9 million). "Vale became a lightning rod and it is a rich company in a poor country and in a poor region of a poor country." "One executive of the company used the expression that was Vale is the peacock in the Favela." "[Vale] gets a lot of attention and focus and sometimes not fairly. It does some amazing things in terms of ESG." "Vale is actually an example that responsible mining is not only essential for the energy transition, but it actually can be good for the environment. But there's a lot of bad press around it."

24:40 -- His take on ESG: "ESG should not be driven by rankings, reports and ratings. It must be driven by owners."

28:50 -- On the ESG backlash. "Part of the problem has to do with the architecture of the institutional investors." "The productive way for investors to ensure that companies are doing the right thing is one-on-one engagements that cannot be done wholesale. 
It needs to be done in a more retail way. So this increases the value of specialized asset managers that have a smaller portfolio, that may or may not be called activists."

32:11 -- On joining the board of Embraer. The impact of the Pandemic and 'work from home' in Brazil.

34:55 -- On the evolving geopolitical landscape, China/US tensions and where Brazil stands in this picture. 

39:17 -- On the role of independent directors, and evolution in Brazil in the last 20 years:

  • "When you get into a situation like I was in Petrobras, you need to know where your red lines are and what to do when they're reached. You can fight and in some cases it may be the case that you need to leave and do a noisy withdrawal as I've done several times in my career so."
  • "I fear that in many situations we have lots of companies reporting larger percentages of independent directors on their boards, but these are not really independent."
  • "[You have to] be true to your values, know your red lines, but at the same time, try to work with people. And some things will not be the way you want. So a director who simply says no when the board goes in a way that he or she doesn't agree with is not going to be productive.  So you have to, in Brazil we say we need to swallow some frogs every once in a while. You just have to watch out to make sure what are the sizes of frogs that you can swallow to make it for productive mandate on the board, but at the same time not compromising your values."

43:44 -- On the question of single issue directors. "I think it's a big mistake for a number of reasons. First, because it's not enough space for all the issues to be on the boards. The other problem is that if you have a specialist on the board, say in cyber security, every time the issue of cyber security comes up, everybody will look at this guy and say, whatever he or she is telling us to do, you're outsourcing your fiduciary duty, which is terrible."

45:45 -- "Brazil today has very different companies. This means that the governance structure for each one of them has to be different. And we have to understand, it's case by case, and we need to build the governance structures that are adequate to each company." "I think when we think about ESG, we're really talking about E&S, and people are forgetting the G. The G is what gets E&S done. E&S without the G is greenwashing."

47:49 -- Book that has greatly influenced his life: Atlas Shrugged by Ayn Rand (2003)

48:00 -- His mentors, and what he learned from them: André Jacurski and Paulo Guedes (founders of Banco Pactual).

48:33 -- Quotes that he thinks of often or lives his life by: "We didn't come this far just to come this far"

48:50 -- The living person he most admires: Bill Gates.

Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. 

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mauro Cunha: Governance and Board Experience from Brazil. Mauro Cunha, Evan Epstein 00:50:37 Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. He has led two of the leading corporate governance institutions in Brazil - Chairman of IBGC and CEO of AMEC. Under his leadership, AMEC launched the Brazilian Stewardship Code. As a fund manager, he worked for several institutions. In this podcast, we talk about governance in Brazil and his experience on the boards of Petrobras and Vale. We cover the Lava Jato corruption scandal and its backlash, and the greenwashing claims against Vale. We also discuss ESG and its backlash in the US, his board assignment with Embraer, and the new geopolitical landscape with US-China tensions and where Brazil fits in this environment. We finally address board education, the role of independent directors and the question of single-issue directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. He has led two of the leading corporate governance institutions in Brazil - Chairman of IBGC and CEO of AMEC. Under his leadership, AMEC launched the Brazilian Stewardship Code. As a fund manager, he worked for several institutions. In this podcast, we talk about governance in Brazil and his experience on the boards of Petrobras and Vale. We cover the Lava Jato corruption scandal and its backlash, and the greenwashing claims against Vale. We also discuss ESG and its backlash in the US, his board assignment with Embraer, and the new geopolitical landscape with US-China tensions and where Brazil fits in this environment. We finally address board education, the role of independent directors and the question of single-issue directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. shareholder activism, single issue directors, corporate governance, novo mercado, brazil, board of directors, lava jato, vale, china, state owned enterprises, embraer, petrobras, amec, shareholder engagement, ibgc, greenwashing, geopolitics, independent directors, brazilian institute of corporate directors, esg false full 114 3c75492e-4f72-4777-9ce4-0d4021c9e209 Brian Stafford, CEO of Diligent: "Companies That Do ESG The Right Way, Tie It Back To Their Strategy." 0:00 -- Intro.

1:21-- About this podcast's sponsor: The American College of Governance Counsel.

2:17 -- Start of interview.

2:49 -- Brian's "origin story." He founded a startup that sold cars online in the dot com era (CarOrder) based out of Austin TX. He later worked at McKinsey & Co. From there he moved to Diligent as CEO.

6:17 -- The history, mission and current focus of Diligent Corporation. "The role of governance oversight has become much more of an exercise in risk management."

11:48 -- About their new product: The Diligent One Platform.

14:42 -- About his book Governance in the Digital Age. A Guide for the Modern Corporate Board Director (co-authored with Dottie Schindlinger.)

17:02  -- On ESG and its political backlash. On stakeholders (BRT Restatement of the purpose of the corporation, 2019). "If you do well for your stakeholders, you're going to do well for your shareholders over a long period of time."

20:00 -- How to think about ESG: "The companies that do it the right way, tie it back to their strategy." "In the US, [ESG] is much more tied to climate."

23:32 -- His experience working with and serving on a private equity backed company. Distinctions with public company boards. "In PE-backed boards, you get to experience radical transparency around data and information with your board." [reference on Netflix case study by Stanford GSB]. "The longer time nature and longer term hold period of private investors can set the right mindset of management and the company around long term."

29:36 -- On international distinctions in corporate governance, and running global companies. "Half our clients are located outside of the US and Canada, and more than half of our employees are located outside of US/Canada."

31:47 -- On geopolitical risks, and how boards should address the rapidly changing landscape.

34:16 -- On board composition: 1) They should look like customers or employees or some combination of the two, 2) technology fluency of the board should increase. How to tackle board diversity. "I look for board members who can help me see things that I'm not seeing." (achieved through directors with different backgrounds)

38:05 -- Book that has greatly influenced his life: Moneyball by Michael Lewis (2003)

39:09 -- His mentors, and what he learned from them: a few different partners at McKinsey & Co.

40:14 -- Quotes that he thinks of often or lives his life by: "People won't remember what you said or did, they will remember how you made them feel." by Maya Angelou.

41:13 -- An unusual habit or an absurd thing that she loves: he gets up super early (4am or earlier).

43:00 -- The living person he most admires: his mother.

Brian Stafford is the Chief Executive Officer at Diligent, a leading GRC SaaS company providing solutions across governance, risk and compliance.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 16 Oct 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Brian Stafford, Evan Epstein) https://boardroom-governance.com/episodes/brian-stafford-_tLgS3NY 0:00 -- Intro.

1:21-- About this podcast's sponsor: The American College of Governance Counsel.

2:17 -- Start of interview.

2:49 -- Brian's "origin story." He founded a startup that sold cars online in the dot com era (CarOrder) based out of Austin TX. He later worked at McKinsey & Co. From there he moved to Diligent as CEO.

6:17 -- The history, mission and current focus of Diligent Corporation. "The role of governance oversight has become much more of an exercise in risk management."

11:48 -- About their new product: The Diligent One Platform.

14:42 -- About his book Governance in the Digital Age. A Guide for the Modern Corporate Board Director (co-authored with Dottie Schindlinger.)

17:02  -- On ESG and its political backlash. On stakeholders (BRT Restatement of the purpose of the corporation, 2019). "If you do well for your stakeholders, you're going to do well for your shareholders over a long period of time."

20:00 -- How to think about ESG: "The companies that do it the right way, tie it back to their strategy." "In the US, [ESG] is much more tied to climate."

23:32 -- His experience working with and serving on a private equity backed company. Distinctions with public company boards. "In PE-backed boards, you get to experience radical transparency around data and information with your board." [reference on Netflix case study by Stanford GSB]. "The longer time nature and longer term hold period of private investors can set the right mindset of management and the company around long term."

29:36 -- On international distinctions in corporate governance, and running global companies. "Half our clients are located outside of the US and Canada, and more than half of our employees are located outside of US/Canada."

31:47 -- On geopolitical risks, and how boards should address the rapidly changing landscape.

34:16 -- On board composition: 1) They should look like customers or employees or some combination of the two, 2) technology fluency of the board should increase. How to tackle board diversity. "I look for board members who can help me see things that I'm not seeing." (achieved through directors with different backgrounds)

38:05 -- Book that has greatly influenced his life: Moneyball by Michael Lewis (2003)

39:09 -- His mentors, and what he learned from them: a few different partners at McKinsey & Co.

40:14 -- Quotes that he thinks of often or lives his life by: "People won't remember what you said or did, they will remember how you made them feel." by Maya Angelou.

41:13 -- An unusual habit or an absurd thing that she loves: he gets up super early (4am or earlier).

43:00 -- The living person he most admires: his mother.

Brian Stafford is the Chief Executive Officer at Diligent, a leading GRC SaaS company providing solutions across governance, risk and compliance.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Brian Stafford, CEO of Diligent: "Companies That Do ESG The Right Way, Tie It Back To Their Strategy." Brian Stafford, Evan Epstein 00:45:00 In this podcast, I discuss corporate governance with Brian Stafford, the CEO of Diligent Corporation. Brian shares his background and how he became CEO of the company. We delve into Diligent's transition from public company (in NZ) to private company, with the backing of private equity investors. We also explore corporate purpose, risk management, ESG, board composition, technology fluency and the impact of geopolitics in the boardroom. Overall, it's an insightful conversation on governance in the digital age. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. In this podcast, I discuss corporate governance with Brian Stafford, the CEO of Diligent Corporation. Brian shares his background and how he became CEO of the company. We delve into Diligent's transition from public company (in NZ) to private company, with the backing of private equity investors. We also explore corporate purpose, risk management, ESG, board composition, technology fluency and the impact of geopolitics in the boardroom. Overall, it's an insightful conversation on governance in the digital age. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. employees, stakeholders, private equity, risk management, board diversity, radical transparency, board of directors, board composition, netflix, pe, diligent corporation, diligent, acgc, customers, american college of governance counsel, corporate purpose, governance in the digital age, mckinsey & co., ceo, geopolitics, long term, esg, compliance false full 113 41a38b83-3424-4f06-b098-863877fd9359 Joyce Cacho: "ESG Provides An Opportunity To Do Some Hard Work." 0:00 -- Intro.

1:10 -- About new podcast sponsor American College of Governance Counsel.

2:28 -- Start of interview.

3:17 -- Joyce's "origin story" 

5:22 -- Joyce's academic focus and executive career before joining boards of directors.

8:12 -- On her board journey. "It began with non-profit board work." On serving in different types of boards. "They all offered an opportunity to collaborate with board colleagues, very smart people - learning from them, with a clear focus on growth of the institutions through innovation and being intentional about them."

11:15 -- On the state of agtech. 

13:54 -- Her experience serving on the board of Sunrise Banks, and more generally on the board of a Certified B Corporation.

19:54 -- On the ESG and DEI backlash. "Politics is part of the system in which corporations operate."

25:51 -- Her take on the current state of board diversity.

33:43 -- Opportunities in Africa. 

39:19 -- On the current geopolitical landscape, particularly with the U.S. decoupling/de-risking from China. Impact on global supply chains. "Near shoring, and on-shoring are critical (instead of investing in long supply chains)."

45:33 -- How should corporate directors approach AI technologies.

50:08 -- Book that has greatly influenced her life: Of Mice and Men by John Steinbeck (1937)

51:38 -- Her mentors, and what she learned from them: her mother, dad and Robert "Bob" Bucklin (her former boss at Rabobank International).

53:45 -- Quotes that she thinks of often or lives her life by: "There is no failure, only lessons."

54:40 -- An unusual habit or an absurd thing that she loves: white water rafting and classical music.

Joyce Cacho is an experienced executive and director, and currently serves as Board Chair of Sistema.bio.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 9 Oct 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Joyce Cacho, Evan Epstein) https://boardroom-governance.com/episodes/joyce-cacho-gokp7pwd 0:00 -- Intro.

1:10 -- About new podcast sponsor American College of Governance Counsel.

2:28 -- Start of interview.

3:17 -- Joyce's "origin story" 

5:22 -- Joyce's academic focus and executive career before joining boards of directors.

8:12 -- On her board journey. "It began with non-profit board work." On serving in different types of boards. "They all offered an opportunity to collaborate with board colleagues, very smart people - learning from them, with a clear focus on growth of the institutions through innovation and being intentional about them."

11:15 -- On the state of agtech. 

13:54 -- Her experience serving on the board of Sunrise Banks, and more generally on the board of a Certified B Corporation.

19:54 -- On the ESG and DEI backlash. "Politics is part of the system in which corporations operate."

25:51 -- Her take on the current state of board diversity.

33:43 -- Opportunities in Africa. 

39:19 -- On the current geopolitical landscape, particularly with the U.S. decoupling/de-risking from China. Impact on global supply chains. "Near shoring, and on-shoring are critical (instead of investing in long supply chains)."

45:33 -- How should corporate directors approach AI technologies.

50:08 -- Book that has greatly influenced her life: Of Mice and Men by John Steinbeck (1937)

51:38 -- Her mentors, and what she learned from them: her mother, dad and Robert "Bob" Bucklin (her former boss at Rabobank International).

53:45 -- Quotes that she thinks of often or lives her life by: "There is no failure, only lessons."

54:40 -- An unusual habit or an absurd thing that she loves: white water rafting and classical music.

Joyce Cacho is an experienced executive and director, and currently serves as Board Chair of Sistema.bio.

__

This podcast is sponsored by the American College of Governance Counsel.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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]]> Joyce Cacho: "ESG Provides An Opportunity To Do Some Hard Work." Joyce Cacho, Evan Epstein 00:59:38 Joyce Cacho has served as a board member for Land O'Lakes, the International Institute of Tropical Agriculture, Sunrise Banks and the World Benchmarking Alliance. She currently serves as Board Chair of Sistema.bio, a biogas company. In this podcast, we talk about Joyce’s board journey, corporate purpose, sustainability and ESG. We also address board diversity, business opportunities in Africa and the current geopolitical and global supply chain landscape. We finally address how boards should approach the new wave of AI technologies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. Joyce Cacho has served as a board member for Land O'Lakes, the International Institute of Tropical Agriculture, Sunrise Banks and the World Benchmarking Alliance. She currently serves as Board Chair of Sistema.bio, a biogas company. In this podcast, we talk about Joyce’s board journey, corporate purpose, sustainability and ESG. We also address board diversity, business opportunities in Africa and the current geopolitical and global supply chain landscape. We finally address how boards should approach the new wave of AI technologies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel. board journey, public benefit corporations, corporate governance, board diversity, board of directors, certified b corporation, rabobank, supply chain, acgc, china, american college of governance counsel, esg backlash, ai, africa, dei, sunrise banks, agtech, environmental social governance, geopolitics, esg false full 112 3c0faf52-f25e-45b0-bea8-c099096d5b29 Suzanne Brown: The NYSE Board Diversity Initiative. 0:00 -- Intro.

1:43 -- Start of interview.

2:11 -- Suzanne's "origin story" "One of my proudest jobs was working with the NJ Pandemic Relief Fund"

14:12 -- Joining the NYSE Board Diversity Initiative. *reference to Chief ("the only private membership network focused on connecting and supporting women executive leaders")

15:22 -- Three key NYSE ESG Initiatives:

  1. The NYSE Sustainability Advisory Council (tackling the "E" in ESG)
  2. The NYSE/Syndio collaboration (tackling the "S" in ESG)
  3. The NYSE Advisory Board Council (tackling the "G" in ESG). It was created to help identify and place diverse candidates to serve on boards (*it has placed 38 board candidates, as of the date of this recording).
    1. Council: 25 members ("it launched in 2019 with 16 CEOs of the NYSE")
    2. Candidates: ~700 CEO vetted candidates.
    3. Companies: all ~2,400 NYSE listed companies + private PE/VC backed companies.

25:04 -- On placing directors on cross-listed (international) companies. "Over 15% of our candidates are international"

26:39 -- On the impact of SB-826, AB-979 and other board diversity efforts. "Intentionality [on this topic] works"

28:47 -- On the ESG and DEI backlash. "ESG really suffers from a branding problem."

31:46 -- Board dynamics, age and generational shifts in the boardroom. "The avg age of directors has remained at 64 years old."

33:57 -- On the evolution and trends in board diversity. On the "pipeline falacy."

36:33-- Current state of capital markets. History of the NYSE.

40:27 -- Other corporate governance trends: term limits, board evaluations ("it's what you do with it afterwards"), global supply chain, green energy transition and cybersecurity expertise. *reference to E107 with David Larcker and Brian Tayan

46:00 -- Books that have greatly influenced her life: 

  1. Don Quijote by Miguel de Cervantes (1605 and 1615)
  2. Start with Why by Simon Sinek (2009)

47:54 -- Her mentors, and what she learned from them: "it's more of a collective with other women."

48:41 -- Quotes she thinks of often or lives her life by: "Success is not final, failure is not fatal, it's the courage to carry on that counts." Winston Churchill. 

49:18 -- An unusual habit or an absurd thing that he loves: "I love to research obscure dogs."

51:35 -- The living person she most admires: Jimmy Carter.

Suzanne Brown currently leads the NYSE's effort to place more diverse candidates on corporate and private company boards. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 26 Sep 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Suzanne Brown, Evan Epstein) https://boardroom-governance.com/episodes/suzanne-brown-o2RvDzB1 0:00 -- Intro.

1:43 -- Start of interview.

2:11 -- Suzanne's "origin story" "One of my proudest jobs was working with the NJ Pandemic Relief Fund"

14:12 -- Joining the NYSE Board Diversity Initiative. *reference to Chief ("the only private membership network focused on connecting and supporting women executive leaders")

15:22 -- Three key NYSE ESG Initiatives:

  1. The NYSE Sustainability Advisory Council (tackling the "E" in ESG)
  2. The NYSE/Syndio collaboration (tackling the "S" in ESG)
  3. The NYSE Advisory Board Council (tackling the "G" in ESG). It was created to help identify and place diverse candidates to serve on boards (*it has placed 38 board candidates, as of the date of this recording).
    1. Council: 25 members ("it launched in 2019 with 16 CEOs of the NYSE")
    2. Candidates: ~700 CEO vetted candidates.
    3. Companies: all ~2,400 NYSE listed companies + private PE/VC backed companies.

25:04 -- On placing directors on cross-listed (international) companies. "Over 15% of our candidates are international"

26:39 -- On the impact of SB-826, AB-979 and other board diversity efforts. "Intentionality [on this topic] works"

28:47 -- On the ESG and DEI backlash. "ESG really suffers from a branding problem."

31:46 -- Board dynamics, age and generational shifts in the boardroom. "The avg age of directors has remained at 64 years old."

33:57 -- On the evolution and trends in board diversity. On the "pipeline falacy."

36:33-- Current state of capital markets. History of the NYSE.

40:27 -- Other corporate governance trends: term limits, board evaluations ("it's what you do with it afterwards"), global supply chain, green energy transition and cybersecurity expertise. *reference to E107 with David Larcker and Brian Tayan

46:00 -- Books that have greatly influenced her life: 

  1. Don Quijote by Miguel de Cervantes (1605 and 1615)
  2. Start with Why by Simon Sinek (2009)

47:54 -- Her mentors, and what she learned from them: "it's more of a collective with other women."

48:41 -- Quotes she thinks of often or lives her life by: "Success is not final, failure is not fatal, it's the courage to carry on that counts." Winston Churchill. 

49:18 -- An unusual habit or an absurd thing that he loves: "I love to research obscure dogs."

51:35 -- The living person she most admires: Jimmy Carter.

Suzanne Brown currently leads the NYSE's effort to place more diverse candidates on corporate and private company boards. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Suzanne Brown: The NYSE Board Diversity Initiative. Suzanne Brown, Evan Epstein 00:53:38 Suzanne Brown leads NYSE's effort to place more diverse candidates on corporate and private company boards. In one year, she grew the candidate network from 200 to 700 CEO-vetted, diverse candidates and has helped place close to 40 candidates on corporate boards. In this podcast, we talk about NYSE's ESG programs. We also address the ESG backlash, board dynamics (particularly generational shifts), and progress on board diversity. Further, we discuss the state of the markets and other governance trends including board evaluations and demand for directors with expertise on supply chain, cybersecurity, climate change, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Suzanne Brown leads NYSE's effort to place more diverse candidates on corporate and private company boards. In one year, she grew the candidate network from 200 to 700 CEO-vetted, diverse candidates and has helped place close to 40 candidates on corporate boards. In this podcast, we talk about NYSE's ESG programs. We also address the ESG backlash, board dynamics (particularly generational shifts), and progress on board diversity. Further, we discuss the state of the markets and other governance trends including board evaluations and demand for directors with expertise on supply chain, cybersecurity, climate change, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com nyse, corporate governance, boards, sustainability, board diversity, board of directors, cross-listed companies, supply chain, chile, pay equity, markets, board diversity initiative, cybersecurity, esg, international directors false full 111 0ec66489-e30e-45b1-b5bc-61edc20fb7f4 Victor Arias: "Boards Are Looking For Strong Core Values: Integrity, Ethics, Leadership and Judgment." 0:00 -- Intro.

2:02 -- Start of interview.

3:02 -- Victor's "origin story" 

5:30 -- Joining Stanford University's Board of Trustees, and later the board of Popeye’s Louisiana Kitchen (NASDAQ: PLKI).

9:06 -- His current position as Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.

9:53 -- Differences between executive and board searches. "We find people for jobs, not jobs for people"

13:01 -- The role of data and automation in the search business.

14:48 -- Distinctions between board searches for private and public company boards.

17:27 -- Economics of search firms on executive and board placements.

20:15 -- On working with Nomination and Governance Committees and the evolution of Board Matrices. On overboarding. On board expertise: cybersecurity, digital, legal, international, etc.

28:38 -- Boardroom trends in 2023: Flexibility on C-suite experience, broader demand for specialized expertise (cyber, AI, ESG, etc). On the ESG and DEI backlash. "Companies are looking for supply chain expertise." On geopolitics in the boardroom.

32:36 -- What are boards looking for in new directors. "They are looking for really strong core values: integrity, ethics, leadership and judgment." How to build your brand as a director. Functional expertise. "Search firms probably fill 30-40% of open board seats, that tells you that 60-70% are done the old-fashioned way (ie. by other members of the board)."

37:35 -- Recommended resources for board members or aspiring board members. Latino Corporate Director Association (LCDA).

39:30 -- On boardroom diversity and the state of Latin@s on corporate boards.

42:17 -- Measuring effectiveness of board members.

44:40 -- Books that have greatly influenced his life: 

  1. Built to Last, by Jim Collins and Jerry Porras (1994).
  2. The Haj, by Leon Uris (1984)
  3. The Empire of the Summer Moon, by S. C. Gwynne (2010)

46:17 -- His mentors, and what he learned from them: 

  1. Art Gonzalez (president of the first bank that he worked at)
  2. Jerry Porras (Latino Action Business Network)

48:35 -- Quotes he thinks of often or lives his life by: "Keep your friends close, and keep your enemies closer." 

49:07 -- An unusual habit or an absurd thing that he loves.

49:43 -- The living person he most admires: Pope Francis.

Victor Arias is a Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 18 Sep 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Victor Arias, Evan Epstein) https://boardroom-governance.com/episodes/victor-arias-_AwVXuSW 0:00 -- Intro.

2:02 -- Start of interview.

3:02 -- Victor's "origin story" 

5:30 -- Joining Stanford University's Board of Trustees, and later the board of Popeye’s Louisiana Kitchen (NASDAQ: PLKI).

9:06 -- His current position as Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.

9:53 -- Differences between executive and board searches. "We find people for jobs, not jobs for people"

13:01 -- The role of data and automation in the search business.

14:48 -- Distinctions between board searches for private and public company boards.

17:27 -- Economics of search firms on executive and board placements.

20:15 -- On working with Nomination and Governance Committees and the evolution of Board Matrices. On overboarding. On board expertise: cybersecurity, digital, legal, international, etc.

28:38 -- Boardroom trends in 2023: Flexibility on C-suite experience, broader demand for specialized expertise (cyber, AI, ESG, etc). On the ESG and DEI backlash. "Companies are looking for supply chain expertise." On geopolitics in the boardroom.

32:36 -- What are boards looking for in new directors. "They are looking for really strong core values: integrity, ethics, leadership and judgment." How to build your brand as a director. Functional expertise. "Search firms probably fill 30-40% of open board seats, that tells you that 60-70% are done the old-fashioned way (ie. by other members of the board)."

37:35 -- Recommended resources for board members or aspiring board members. Latino Corporate Director Association (LCDA).

39:30 -- On boardroom diversity and the state of Latin@s on corporate boards.

42:17 -- Measuring effectiveness of board members.

44:40 -- Books that have greatly influenced his life: 

  1. Built to Last, by Jim Collins and Jerry Porras (1994).
  2. The Haj, by Leon Uris (1984)
  3. The Empire of the Summer Moon, by S. C. Gwynne (2010)

46:17 -- His mentors, and what he learned from them: 

  1. Art Gonzalez (president of the first bank that he worked at)
  2. Jerry Porras (Latino Action Business Network)

48:35 -- Quotes he thinks of often or lives his life by: "Keep your friends close, and keep your enemies closer." 

49:07 -- An unusual habit or an absurd thing that he loves.

49:43 -- The living person he most admires: Pope Francis.

Victor Arias is a Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Victor Arias: "Boards Are Looking For Strong Core Values: Integrity, Ethics, Leadership and Judgment." Victor Arias, Evan Epstein 00:51:08 In this episode, Victor Arias from Diversified Search Group shares his extensive experience in board recruitment and governance. He discusses the differences between executive search and board search, the economics of search firms, and the importance of board composition and continuous improvement. Victor emphasizes the need for Latino representation on corporate boards and provides advice for individuals interested in board positions. In this episode, Victor Arias from Diversified Search Group shares his extensive experience in board recruitment and governance. He discusses the differences between executive search and board search, the economics of search firms, and the importance of board composition and continuous improvement. Victor emphasizes the need for Latino representation on corporate boards and provides advice for individuals interested in board positions. corporate boards, lcda, executive search, diversified search group, overboarding, stanford graduate school of business, governance, board composition, nominantion and governance committee, stanford university, continuous improvement, latino corporate director association, board matrix, ai, latino representation, dei, board positions, search firms, board recruitment, public companies, board search, esg, boardroom diversity, private companies, economics false full 110 6dc52e83-515a-47a9-9ae4-43d9d5b08e30 HBO’s Succession with Sean Berkowitz and Kate O’Leary (Season 3) 0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023).

2:00 -- Start of interview. 

3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006).

7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation."

11:05 --  Kendall's whistleblower scenario. Conducting internal investigations.

15:02 -- On government relations and political interference with federal investigations. "It essentially doesn't work." "The discretion and judgment of a line prosecutor is always going to rule the day."

17:22 -- Cooperating with Federal investigations. 

21:12 -- The role of the board of a public company under federal investigation.

22:52 -- On "shifting to legals", internal investigations by outside counsel, and creating a special committee of the board to remove conflicts of interest.

29:16 -- Explaining joint defense agreements. The Archer-Daniels-Midland case (reference to movie The Informant).

33:34 -- On the link between good governance and how shareholders value the company, including activists (Josh Aronson scene) and the proxy battle.

43:36 -- On sexual harassment complaints (situation between Roman and Gerri involving explicit pictures). The factor of CEO succession and how the board should conduct their selection.

50:30 -- On potential GoJo red flags and need for due diligence, including leadership assessment and kicking the tires on their numbers. What could/should board be doing in this situation?

55:33 -- Dealing with moguls and founders like Lukas Matsson. "I think that one of the elements at the heart of corporate governance is personal integrity and character... and Matsson is not a good guy."

59:49 -- Family governance within public companies. "Ultimately it all comes down to the documents: who can vote what, who has control, who has the ability in a tie break, etc." The problem with "rubber stamping boards." Question: "would any of us invest in a company run by Kendall or Roman?"

01:06:11 -- Kendall's Unreliable Testimony to the DOJ ("Queen for a day" opportunity) and Preparation Failure.

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

Sean Berkowitz is a Partner at Latham & Watkins and the Global Chair of the Complex Commercial Litigation Practice. He represents clients in complex litigation and regulatory investigations.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 11 Sep 2023 12:43:05 +0000 evan.epstein@pacificaglobal.com (Sean Berkowitz, Evan Epstein, Kate O'Leary) https://boardroom-governance.com/episodes/succession-s3-uywWQVfU 0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023).

2:00 -- Start of interview. 

3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006).

7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation."

11:05 --  Kendall's whistleblower scenario. Conducting internal investigations.

15:02 -- On government relations and political interference with federal investigations. "It essentially doesn't work." "The discretion and judgment of a line prosecutor is always going to rule the day."

17:22 -- Cooperating with Federal investigations. 

21:12 -- The role of the board of a public company under federal investigation.

22:52 -- On "shifting to legals", internal investigations by outside counsel, and creating a special committee of the board to remove conflicts of interest.

29:16 -- Explaining joint defense agreements. The Archer-Daniels-Midland case (reference to movie The Informant).

33:34 -- On the link between good governance and how shareholders value the company, including activists (Josh Aronson scene) and the proxy battle.

43:36 -- On sexual harassment complaints (situation between Roman and Gerri involving explicit pictures). The factor of CEO succession and how the board should conduct their selection.

50:30 -- On potential GoJo red flags and need for due diligence, including leadership assessment and kicking the tires on their numbers. What could/should board be doing in this situation?

55:33 -- Dealing with moguls and founders like Lukas Matsson. "I think that one of the elements at the heart of corporate governance is personal integrity and character... and Matsson is not a good guy."

59:49 -- Family governance within public companies. "Ultimately it all comes down to the documents: who can vote what, who has control, who has the ability in a tie break, etc." The problem with "rubber stamping boards." Question: "would any of us invest in a company run by Kendall or Roman?"

01:06:11 -- Kendall's Unreliable Testimony to the DOJ ("Queen for a day" opportunity) and Preparation Failure.

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

Sean Berkowitz is a Partner at Latham & Watkins and the Global Chair of the Complex Commercial Litigation Practice. He represents clients in complex litigation and regulatory investigations.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> HBO’s Succession with Sean Berkowitz and Kate O’Leary (Season 3) Sean Berkowitz, Evan Epstein, Kate O'Leary 01:10:45 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. After popular demand, we cover Succession's third season, from a corporate governance perspective. We invited Sean Berkowitz, a partner at Latham & Watkins and former director of the special task force that investigated the Enron corporate scandal, and lead prosecutor in the criminal case against Ken Lay and Jeff Skilling. Kate O’Leary, the Global Executive Litigation Counsel at GE, comments from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We covered the first season of Succession on E98 of this podcast (in May) and the second season on E102 (in June). If you have not heard those episodes, please feel free to check them out. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. After popular demand, we cover Succession's third season, from a corporate governance perspective. We invited Sean Berkowitz, a partner at Latham & Watkins and former director of the special task force that investigated the Enron corporate scandal, and lead prosecutor in the criminal case against Ken Lay and Jeff Skilling. Kate O’Leary, the Global Executive Litigation Counsel at GE, comments from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We covered the first season of Succession on E98 of this podcast (in May) and the second season on E102 (in June). If you have not heard those episodes, please feel free to check them out. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com sexual harassment, hbo, independent counsel, corporate governance, roman roy, whistleblowing, shiv roy, family-owned companies, witness credibility, cooperation, internal investigations, family dynamics, government investigations, latham & watkins, waystar royco, activist investors, ge, testifying, joint defense agreements, logan roy, kendall roy, succession false full 109 6b68cfcb-936b-4d67-bf7d-b7cb3e3a62c5 Heidi Roizen: On Startup Governance and The Startup Solution. (0:00) Intro.

(1:35) Start of interview. *Link to our first episode: E6 from June 2020.

(2:18) On the origin story of her new podcast: The Startup Solution with Heidi Roizen. 

(4:23) The Case of the Boardroom Blow-Up.  How entrepreneurs should go from 'pitching' to 'partnering' with their investors. "Entrepreneurs get stuck in pitch mode." On terms "happy ears" and "jazz handy." On the golden rule of the boardroom: no surprises. "A board meeting should be a working meeting, it should not be a performance." On "Boardzillas."

(15:55) What should entrepreneurs know about how VC funds works? On VCs wearing two hats in the boardroom (as a board member and as an investor). On the Trados case and the Rule of Common Maximization.

(19:42) The Case of the Downer Round. On the preference stack and nuances of venture financing. On "structured terms" or "dirty terms." "When an entrepreneur trades structure for valuation, they are almost always giving downside protection in order to get more of the upside." [Heidi's more detailed blog post on down-rounds. Take by Janelle Teng]. On the pendulum of influence from founder-friendly to investor-friendly.

(33:00) On secondary transactions of private company shares. On reasonable and/or rational options. On removing founders. "Inside a market there is always is a sub-market, and right now generative AI is very hot."

(41:51) The Case of the In-Law Investors. What to consider when doing an angel investment. "When anyone asks me whether they should make a seed investment, I tell them to do so only if 1) they can do so with money they can afford to lose; 2) they don’t mind tying up those funds for seven years or more (it's an illiquid investment); and 3) they have enough additional money to put about 30-40% more in a future round if the opportunity or need arises. More importantly: founders should consider how they would feel if 'family & friends' lost the money as a result of their startup failing. 

(45:26) The Case of the Strategic Sucker-Punch. The difference between a strategic investor (corporate venture capital investor) vs a pure venture investor: the latter only makes money by buying the stock low and selling the stock high while the former also makes money if its stock also goes up. "They are called strategic investors for a reason: they are using investment dollars to drive strategy that should be additive to their strategy."

(49:07) On best practices with board observers. ROFRs.

(51:07) On the role of independent directors in startups. Promoting diversity in startup boards. Fred Wilson (USV)'s board diversity proposal.

(57:44) On cross-over and PE board governance and cultural distinctions with VC.

Heidi Roizen is a venture capitalist, corporate director and ‘recovering’ entrepreneur. She’s a partner at Threshold Ventures

__

 You can follow Heidi on social media at:

Twitter: @HeidiRoizen

LinkedIn: https://www.linkedin.com/in/heidiroizen/ 

The Startup Solution: https://threshold.vc/podcast

Threshold VC: https://threshold.vc/

 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 5 Sep 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Heidi Roizen) https://boardroom-governance.com/episodes/heidi-roizen-ii-d3id5npe (0:00) Intro.

(1:35) Start of interview. *Link to our first episode: E6 from June 2020.

(2:18) On the origin story of her new podcast: The Startup Solution with Heidi Roizen. 

(4:23) The Case of the Boardroom Blow-Up.  How entrepreneurs should go from 'pitching' to 'partnering' with their investors. "Entrepreneurs get stuck in pitch mode." On terms "happy ears" and "jazz handy." On the golden rule of the boardroom: no surprises. "A board meeting should be a working meeting, it should not be a performance." On "Boardzillas."

(15:55) What should entrepreneurs know about how VC funds works? On VCs wearing two hats in the boardroom (as a board member and as an investor). On the Trados case and the Rule of Common Maximization.

(19:42) The Case of the Downer Round. On the preference stack and nuances of venture financing. On "structured terms" or "dirty terms." "When an entrepreneur trades structure for valuation, they are almost always giving downside protection in order to get more of the upside." [Heidi's more detailed blog post on down-rounds. Take by Janelle Teng]. On the pendulum of influence from founder-friendly to investor-friendly.

(33:00) On secondary transactions of private company shares. On reasonable and/or rational options. On removing founders. "Inside a market there is always is a sub-market, and right now generative AI is very hot."

(41:51) The Case of the In-Law Investors. What to consider when doing an angel investment. "When anyone asks me whether they should make a seed investment, I tell them to do so only if 1) they can do so with money they can afford to lose; 2) they don’t mind tying up those funds for seven years or more (it's an illiquid investment); and 3) they have enough additional money to put about 30-40% more in a future round if the opportunity or need arises. More importantly: founders should consider how they would feel if 'family & friends' lost the money as a result of their startup failing. 

(45:26) The Case of the Strategic Sucker-Punch. The difference between a strategic investor (corporate venture capital investor) vs a pure venture investor: the latter only makes money by buying the stock low and selling the stock high while the former also makes money if its stock also goes up. "They are called strategic investors for a reason: they are using investment dollars to drive strategy that should be additive to their strategy."

(49:07) On best practices with board observers. ROFRs.

(51:07) On the role of independent directors in startups. Promoting diversity in startup boards. Fred Wilson (USV)'s board diversity proposal.

(57:44) On cross-over and PE board governance and cultural distinctions with VC.

Heidi Roizen is a venture capitalist, corporate director and ‘recovering’ entrepreneur. She’s a partner at Threshold Ventures

__

 You can follow Heidi on social media at:

Twitter: @HeidiRoizen

LinkedIn: https://www.linkedin.com/in/heidiroizen/ 

The Startup Solution: https://threshold.vc/podcast

Threshold VC: https://threshold.vc/

 

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Heidi Roizen: On Startup Governance and The Startup Solution. Evan Epstein, Heidi Roizen 01:01:21 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Heidi Roizen, a venture capitalist, corporate director and ‘recovering’ entrepreneur. She’s a partner at Threshold Ventures and a corporate director for Planet PBC (NYSE:PL), Upside Foods and Polarr. She also leads Stanford’s Threshold Venture Fellows Program in the Management Science and Engineering department and serves on the Advisory Councils for the Stanford Institute for Human-Centered Artificial Intelligence and Stanford Technology Ventures. This is the second episode that I record with Heidi, the first one was on E6 in June of 2020 where we talked about her personal and professional background and other board matters involving both public and private companies. Heidi has spent decades in the tech startup world, the first dozen years as an entrepreneur herself, and since then, 25 years as a venture capitalist. Heidi has served on over 40 boards, from seed stage to public companies. In this podcast, we focus on startup governance and her new podcast The Startup Solution, where she tackles the make-or-break challenges that startups face, offering clear advice on how to survive and thrive in an early-stage company. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Heidi Roizen, a venture capitalist, corporate director and ‘recovering’ entrepreneur. She’s a partner at Threshold Ventures and a corporate director for Planet PBC (NYSE:PL), Upside Foods and Polarr. She also leads Stanford’s Threshold Venture Fellows Program in the Management Science and Engineering department and serves on the Advisory Councils for the Stanford Institute for Human-Centered Artificial Intelligence and Stanford Technology Ventures. This is the second episode that I record with Heidi, the first one was on E6 in June of 2020 where we talked about her personal and professional background and other board matters involving both public and private companies. Heidi has spent decades in the tech startup world, the first dozen years as an entrepreneur herself, and since then, 25 years as a venture capitalist. Heidi has served on over 40 boards, from seed stage to public companies. In this podcast, we focus on startup governance and her new podcast The Startup Solution, where she tackles the make-or-break challenges that startups face, offering clear advice on how to survive and thrive in an early-stage company. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com angel investments, the startup solution, the case of the downer round, private equity, fiduciary duties, dual-fiduciaries, corporate venture capital, board observers, startups, friends and family, venture capital, board directors, secondaries, trados, threshold vc, downround, startup governance, the case of the boardroom blow-up., recaps, rule of common maximization, the startup solution podcast, independent directors, boardzillas, boardroom diversity, cross-over investors, strategic investors, silicon valley, the case of the strategic sucker punch false full 108 cdb3d5c3-7973-421a-b6bf-289ceb9621e9 David Larcker and Brian Tayan on "The Art and Practice of Corporate Governance." 0:00 -- Intro.

1:38 -- Start of interview.

2:26 -- On the origin story of their latest book: "The Art and Practice of Corporate Governance." 

7:32 -- About the Boeing 737Max case. The cultural shift. "Safety was just a given."

12:29 -- About Netflix's "Radical Transparency in the Boardroom." Reference to their 2010 case study "Equity on Demand, the Netflix Approach to Compensation." 

18:37 -- On the question of CEOs moving up to the Chairman position, (the role of Executive Chairman).

22:39 -- On the evolution of CEO compensation, Say-On-Pay and CEO-to-worker pay ratios.

27:06 -- On the practice of awarding "mega grants" to CEOs (particularly with founder-led tech companies, emulating Elon Musk's Tesla case).

30:42 -- On compensation issues regarding the recent SVB and other bank collapses. "Incentives are more than just the dollar value."

35:11 -- About the "epic misbehavior at Uber", unicorns and other private venture-backed company governance issues.

42:42 -- On the double-edged sword of CEO activism. 

45:05 -- Engaging employee activists. The Coinbase example. The General Counsel View on ESG Risk (2021).

52:35 -- On the backlash on ESG (see previous episode E50 "The Seven Myths of ESG.")

57:51 -- Corporate governance topics that they are currently working on: 1) SEC overreach and disclosure, 2) DEI, and 3) What's going on at the board level: new data and insights will be released soon!

David Larcker is the James Irvin Miller Professor of Accounting Emeritus at the Stanford Graduate School of Business and he’s a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. 

Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations.

__

 You can follow the Stanford Corporate Governance Research Initiative on social media at:

Twitter: @StanfordCorpGov

LinkedIn: https://www.linkedin.com/showcase/corporate-governance-research-initiative/about/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 28 Aug 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (David Larcker, Evan Epstein, Brian Tayan) https://boardroom-governance.com/episodes/larcker-and-tayan-ii-8508_tCJ 0:00 -- Intro.

1:38 -- Start of interview.

2:26 -- On the origin story of their latest book: "The Art and Practice of Corporate Governance." 

7:32 -- About the Boeing 737Max case. The cultural shift. "Safety was just a given."

12:29 -- About Netflix's "Radical Transparency in the Boardroom." Reference to their 2010 case study "Equity on Demand, the Netflix Approach to Compensation." 

18:37 -- On the question of CEOs moving up to the Chairman position, (the role of Executive Chairman).

22:39 -- On the evolution of CEO compensation, Say-On-Pay and CEO-to-worker pay ratios.

27:06 -- On the practice of awarding "mega grants" to CEOs (particularly with founder-led tech companies, emulating Elon Musk's Tesla case).

30:42 -- On compensation issues regarding the recent SVB and other bank collapses. "Incentives are more than just the dollar value."

35:11 -- About the "epic misbehavior at Uber", unicorns and other private venture-backed company governance issues.

42:42 -- On the double-edged sword of CEO activism. 

45:05 -- Engaging employee activists. The Coinbase example. The General Counsel View on ESG Risk (2021).

52:35 -- On the backlash on ESG (see previous episode E50 "The Seven Myths of ESG.")

57:51 -- Corporate governance topics that they are currently working on: 1) SEC overreach and disclosure, 2) DEI, and 3) What's going on at the board level: new data and insights will be released soon!

David Larcker is the James Irvin Miller Professor of Accounting Emeritus at the Stanford Graduate School of Business and he’s a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. 

Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations.

__

 You can follow the Stanford Corporate Governance Research Initiative on social media at:

Twitter: @StanfordCorpGov

LinkedIn: https://www.linkedin.com/showcase/corporate-governance-research-initiative/about/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> David Larcker and Brian Tayan on "The Art and Practice of Corporate Governance." David Larcker, Evan Epstein, Brian Tayan 01:02:01 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Professor David Larcker and Brian Tayan from the Stanford Graduate School of Business. We dive into their latest book “The Art and Practice of Corporate Governance.” In this book they examine core issues of corporate governance today, including board effectiveness, compensation and incentives, organizational risk, succession planning, activism, and ESG. Each chapter explores a specific topic within corporate governance, weaving together compelling stories and practical research to illustrate the factors that drive good and bad outcomes. This book is a must-read for executives, directors, shareholders, and anyone else interested in learning how companies are run and how to improve their performance. This is the second podcast episode that I record with David and Brian, the first one was E50 (Feb 2022) where we talked about their article “Seven Myths of ESG”, debunking some of the most common and persistent myths about what ESG is, how it should be implemented and its impact on corporate outcomes, “many of which,” they contend, “are not supported by empirical evidence.” If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Professor David Larcker and Brian Tayan from the Stanford Graduate School of Business. We dive into their latest book “The Art and Practice of Corporate Governance.” In this book they examine core issues of corporate governance today, including board effectiveness, compensation and incentives, organizational risk, succession planning, activism, and ESG. Each chapter explores a specific topic within corporate governance, weaving together compelling stories and practical research to illustrate the factors that drive good and bad outcomes. This book is a must-read for executives, directors, shareholders, and anyone else interested in learning how companies are run and how to improve their performance. This is the second podcast episode that I record with David and Brian, the first one was E50 (Feb 2022) where we talked about their article “Seven Myths of ESG”, debunking some of the most common and persistent myths about what ESG is, how it should be implemented and its impact on corporate outcomes, “many of which,” they contend, “are not supported by empirical evidence.” If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com backlash on esg, say-on-pay, executive compensation, svb collapse, corporate governance, ceo activism, ceo compensation, silicon valley bank, organizational structure, chairman, mega grants, netflix, board dynamics, board culture, boeing 737max, coinbase, ceo-to-worker pay ratios, employee activism, uber, unicorns, svb, esg false full 107 9a5a144d-6dfc-4335-97ce-e2196066ee3c Lisa Shalett: "We Are in a High Velocity Environment of Tremendous Change." 0:00 -- Intro.

1:21 -- Start of interview.

2:10 -- Lisa's "origin story" 

2:59 -- Her connection to Japan.

6:29 -- Her experience in investing banking, mostly with Goldman Sachs (20-year career).

15:55 -- On her board journey, and the distinctions between serving on private (VC or PE backed) and public boards.

19:57 -- On Extraordinary Women on Boards, the organization she co-founded in 2017  to amplify the impact of women inside boardrooms and beyond.  "To be clear, I did not set out to start an organization, this has been totally organic." "There was just a desire for a community of peers who already had a seat at the table in the boardroom." 

25:04 -- On current market conditions and impact of pandemic in boardrooms. "I think we are in a high velocity environment of tremendous change, there is a lot of uncertainty." "The remit for directors exploded during the pandemic." "What has changed most for directors is the pace of change, how do you keep up with that?"

31:55 -- On the role of the board on growth and down cycles. "One of the hardest things to do when things are going well is making sure to ask a lot of (tough) questions." "There is an opportunity to institutionalize in the boardroom the role of somebody to ask the tough questions, to play the devil's advocate."

36:40 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.

42:27 -- On boardroom dynamics and progress on boardroom diversity.

46:43 -- On geopolitics in the boardroom, particularly on "decoupling" or "de-risking" supply chains with China.

48:52 -- Topic in her mind: thinking about the board as a team. 

50:58 -- Her take on board evaluations: The good, the bad and the ugly. "You only know as much as you've experienced."

53:38 -- A book that has greatly influenced her life: The Choice, by Dr. Edith Eger (2017). 

54:43-- Her mentors, and what she learned from them: "I have a lot of mentors who are my peers."

56:01 -- Quotes she thinks of often or lives her life by: "To live your life by design not default" (from The Decade Game by Carolyn Buck Luce) and "Define yourself by your aspirations, not your limitations" (Cathie Black).

57:45 -- An unusual habit or an absurd thing that she loves.

58:54 -- The living person she most admires: her sons.

Lisa Shalett is a former Goldman Sachs Partner who serves as a corporate advisor and independent board director. She’s also the co-founder of Extraordinary Women on Boards (EWOB), an organization whose mission is to amplify the impact of women inside boardrooms and beyond.  

__

 You can follow Lisa on social media at:

Twitter: @lisashalett

LinkedIn: https://www.linkedin.com/in/lisashalett/

Extraordinary Women on Boards: https://www.ewobnetwork.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 14 Aug 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Lisa Shalett, Evan Epstein) https://boardroom-governance.com/episodes/lisa-shalett-uXDQOHfU 0:00 -- Intro.

1:21 -- Start of interview.

2:10 -- Lisa's "origin story" 

2:59 -- Her connection to Japan.

6:29 -- Her experience in investing banking, mostly with Goldman Sachs (20-year career).

15:55 -- On her board journey, and the distinctions between serving on private (VC or PE backed) and public boards.

19:57 -- On Extraordinary Women on Boards, the organization she co-founded in 2017  to amplify the impact of women inside boardrooms and beyond.  "To be clear, I did not set out to start an organization, this has been totally organic." "There was just a desire for a community of peers who already had a seat at the table in the boardroom." 

25:04 -- On current market conditions and impact of pandemic in boardrooms. "I think we are in a high velocity environment of tremendous change, there is a lot of uncertainty." "The remit for directors exploded during the pandemic." "What has changed most for directors is the pace of change, how do you keep up with that?"

31:55 -- On the role of the board on growth and down cycles. "One of the hardest things to do when things are going well is making sure to ask a lot of (tough) questions." "There is an opportunity to institutionalize in the boardroom the role of somebody to ask the tough questions, to play the devil's advocate."

36:40 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.

42:27 -- On boardroom dynamics and progress on boardroom diversity.

46:43 -- On geopolitics in the boardroom, particularly on "decoupling" or "de-risking" supply chains with China.

48:52 -- Topic in her mind: thinking about the board as a team. 

50:58 -- Her take on board evaluations: The good, the bad and the ugly. "You only know as much as you've experienced."

53:38 -- A book that has greatly influenced her life: The Choice, by Dr. Edith Eger (2017). 

54:43-- Her mentors, and what she learned from them: "I have a lot of mentors who are my peers."

56:01 -- Quotes she thinks of often or lives her life by: "To live your life by design not default" (from The Decade Game by Carolyn Buck Luce) and "Define yourself by your aspirations, not your limitations" (Cathie Black).

57:45 -- An unusual habit or an absurd thing that she loves.

58:54 -- The living person she most admires: her sons.

Lisa Shalett is a former Goldman Sachs Partner who serves as a corporate advisor and independent board director. She’s also the co-founder of Extraordinary Women on Boards (EWOB), an organization whose mission is to amplify the impact of women inside boardrooms and beyond.  

__

 You can follow Lisa on social media at:

Twitter: @lisashalett

LinkedIn: https://www.linkedin.com/in/lisashalett/

Extraordinary Women on Boards: https://www.ewobnetwork.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Lisa Shalett: "We Are in a High Velocity Environment of Tremendous Change." Lisa Shalett, Evan Epstein 01:00:39 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lisa Shalett, co-founder of Extraordinary Women on Boards, corporate director and former Goldman Sachs Partner. Lisa currently serves on the boards of PennyMac Financial (NYSE: PFSI) and AccuWeather (private, family-owned). She has also served on the boards of Brookfield Property Partners (NASDAQ: BPY), Bully Pulpit Interactive (private, PE-backed) and PerformLine (private, venture-backed). In this podcast, we talk about her board journey, including why she founded EWOB. We also discuss current market conditions, ESG, compliance, geopolitics, and boardroom dynamics including diversity, team collaboration and board evaluations. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lisa Shalett, co-founder of Extraordinary Women on Boards, corporate director and former Goldman Sachs Partner. Lisa currently serves on the boards of PennyMac Financial (NYSE: PFSI) and AccuWeather (private, family-owned). She has also served on the boards of Brookfield Property Partners (NASDAQ: BPY), Bully Pulpit Interactive (private, PE-backed) and PerformLine (private, venture-backed). In this podcast, we talk about her board journey, including why she founded EWOB. We also discuss current market conditions, ESG, compliance, geopolitics, and boardroom dynamics including diversity, team collaboration and board evaluations. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com japan, board journey, extraordinary women on boards, corporate governance, private equity, china, venture capital, goldman sachs, pandemic, boardroom dynamics, geopolitics, esg, boardroom diversity, compliance, board evaluations, innovation false full 106 3cf6da14-9fee-4479-8e8f-50355c996d02 Benjamin Means and Douglas Moll: Governance in Closely Held Corporations. 0:00 -- Intro.

1:38 -- Start of interview.

2:31 -- Benjamin Mean's "origin story."  He is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.

4:14 -- On family businesses, legal education and the Family and Small Business Program at the University of South Carolina School of Law.

5:55 -- Douglas Moll's "origin story."  He is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 

9:41 -- Most corporations in the US are closely held. [There are 33.2 million small businesses in the US, which account for 99.9% of all US businesses (SBA, 2022). The Small Business Administration (SBA) defines a small business as a firm that has fewer than 500 employees.] [Half of all U.S. employees work for small businesses.] Moll: "Think of business organizations on a spectrum: on one end of the spectrum you have public corporations, on the other end you have a wide range of corporations whose stock is not publicly traded."

12:37 -- Definition of a "closely held corporation": "It's a surprisingly not easy to answer question." "The easiest way to define a closely held corporation is to say that it is a corporation whose stock is not traded on a public market." It is typically taught to have three elements: 1) no market, 2) having a small number of shareholders, and 3) most shareholders also participate in management.

14:36-- On the classic problem of minority shareholder oppression in closely held corporations. Also referred to "freeze-outs" or "squeeze-outs." "A controlling owner typically makes all the decisions, controls the company, and there is no exit because of a lack of a market." (Oppressive behaviors are sometimes referred to as freeze-out or squeeze-out tactics, all synonyms.) 
"The classic freeze-out/oppression problem is that the majority denies the minority shareholder of both financial rights and participatory rights."

20:55 -- How these problems have been solved ex-ante (contractual arrangements).

22:58-- On ex-post solutions (as a matter of equity, common law fiduciary duty protection or statutory oppression protection). "In the US, depending how you count them, there are about 40 states that have a statute that allows a minority shareholder to seek the dissolution of a company or some other less drastic relief such as a buyout on the grounds of oppressive conduct by the directors or those in control." "There are another dozen states (and some allow both) that provide relief to minority shareholders via the rubric of fiduciary duties owed by controlling shareholders."

26:46 -- On the jurisprudence on oppressive conduct, particularly since the Donahue v Rodd case, 367 Mass. 578 (Mass. 1975) 328 N.E.2d 505.

29:19 -- On the influence of F Hodge O'Neal and his treatise on Oppression of Minority Shareholders (first published in 1961).

31:29  -- On the "Reasonable Expectation" approach. "It's now the dominant approach when a court is evaluating a shareholder dispute in closely held corporations." What does "oppressive conduct" mean. 

35:39  -- On conflict of interest transactions and related-party transactions. "Most states regulate these transactions, they are not per se illegal, but require more scrutiny. They typically require all material information to be fully disclosed and: 1) approved by disinterested directors, or 2) approved by disinterested shareholders; or 3) they must be fair (to be decided by a judge or jury)."

39:58  -- On the lack of independent directors in closely held corporations, and hence lack of deference to the business judgment rule.

43:51  -- On litigation in closely held corporations: "Most disputes litigated in jurisdictions (outside of Delaware) involve closely held corporations."

46:10 -- On Ben and Doug's latest paper: Against Contractual Formalism in Shareholder Oppression Law, U.C. Davis L. Rev. __ (forthcoming 2023).

49:30  -- Other important issues to highlight for directors of closely held corporations. Per Doug Moll: "The business judgment rule might not protect you in all scenarios." "There is a whole specialty around contractual protections in closely held corporations." Per Benjamin Means: "Directors have to think about oppression issues in M&A deals involving closely held corporations."

52:40 -- What are the 1-3 books that have greatly influenced your life: 

Doug:

  1. Academic work: Oppression of Minority Shareholders by F.Hodge O'Neal & Thomson Treatise.
  2. Non-academic books: Dave Eggers and children's books that he read to his kids (Mr. Happy).

Ben: Isaiah Berlin's "Value Pluralism"

55:04 -- Who were your mentors, and what did you learn from them?

  1. Doug: his colleagues collectively.
  2. Ben: Douglas Moll!

56:48 -- Are there any quotes you think of often or live your life by? 

  1. Ben: "Don't ask, don't get" by Judge William B. Traxler, Jr.
  2. Doug: "It's either good or it's a good story." 

58:14 -  An unusual habit or an absurd thing that they love: 

  1. Ben: daughter singing Gimme! Gimme! Gimme! (A Man After Midnight) from listening to Mamma Mia! 
  2. Doug: Pickle ball.

01:00:15-  The living person they most admire:

  1. Ben: Judge Rosemary S. Pooler.

Benjamin Mean is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.

Douglas Moll is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 24 Jul 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Benjamin Means, Douglas Moll, Evan Epstein) https://boardroom-governance.com/episodes/benjamin-means-and-douglas-moll-A4rYWIln 0:00 -- Intro.

1:38 -- Start of interview.

2:31 -- Benjamin Mean's "origin story."  He is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.

4:14 -- On family businesses, legal education and the Family and Small Business Program at the University of South Carolina School of Law.

5:55 -- Douglas Moll's "origin story."  He is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 

9:41 -- Most corporations in the US are closely held. [There are 33.2 million small businesses in the US, which account for 99.9% of all US businesses (SBA, 2022). The Small Business Administration (SBA) defines a small business as a firm that has fewer than 500 employees.] [Half of all U.S. employees work for small businesses.] Moll: "Think of business organizations on a spectrum: on one end of the spectrum you have public corporations, on the other end you have a wide range of corporations whose stock is not publicly traded."

12:37 -- Definition of a "closely held corporation": "It's a surprisingly not easy to answer question." "The easiest way to define a closely held corporation is to say that it is a corporation whose stock is not traded on a public market." It is typically taught to have three elements: 1) no market, 2) having a small number of shareholders, and 3) most shareholders also participate in management.

14:36-- On the classic problem of minority shareholder oppression in closely held corporations. Also referred to "freeze-outs" or "squeeze-outs." "A controlling owner typically makes all the decisions, controls the company, and there is no exit because of a lack of a market." (Oppressive behaviors are sometimes referred to as freeze-out or squeeze-out tactics, all synonyms.) 
"The classic freeze-out/oppression problem is that the majority denies the minority shareholder of both financial rights and participatory rights."

20:55 -- How these problems have been solved ex-ante (contractual arrangements).

22:58-- On ex-post solutions (as a matter of equity, common law fiduciary duty protection or statutory oppression protection). "In the US, depending how you count them, there are about 40 states that have a statute that allows a minority shareholder to seek the dissolution of a company or some other less drastic relief such as a buyout on the grounds of oppressive conduct by the directors or those in control." "There are another dozen states (and some allow both) that provide relief to minority shareholders via the rubric of fiduciary duties owed by controlling shareholders."

26:46 -- On the jurisprudence on oppressive conduct, particularly since the Donahue v Rodd case, 367 Mass. 578 (Mass. 1975) 328 N.E.2d 505.

29:19 -- On the influence of F Hodge O'Neal and his treatise on Oppression of Minority Shareholders (first published in 1961).

31:29  -- On the "Reasonable Expectation" approach. "It's now the dominant approach when a court is evaluating a shareholder dispute in closely held corporations." What does "oppressive conduct" mean. 

35:39  -- On conflict of interest transactions and related-party transactions. "Most states regulate these transactions, they are not per se illegal, but require more scrutiny. They typically require all material information to be fully disclosed and: 1) approved by disinterested directors, or 2) approved by disinterested shareholders; or 3) they must be fair (to be decided by a judge or jury)."

39:58  -- On the lack of independent directors in closely held corporations, and hence lack of deference to the business judgment rule.

43:51  -- On litigation in closely held corporations: "Most disputes litigated in jurisdictions (outside of Delaware) involve closely held corporations."

46:10 -- On Ben and Doug's latest paper: Against Contractual Formalism in Shareholder Oppression Law, U.C. Davis L. Rev. __ (forthcoming 2023).

49:30  -- Other important issues to highlight for directors of closely held corporations. Per Doug Moll: "The business judgment rule might not protect you in all scenarios." "There is a whole specialty around contractual protections in closely held corporations." Per Benjamin Means: "Directors have to think about oppression issues in M&A deals involving closely held corporations."

52:40 -- What are the 1-3 books that have greatly influenced your life: 

Doug:

  1. Academic work: Oppression of Minority Shareholders by F.Hodge O'Neal & Thomson Treatise.
  2. Non-academic books: Dave Eggers and children's books that he read to his kids (Mr. Happy).

Ben: Isaiah Berlin's "Value Pluralism"

55:04 -- Who were your mentors, and what did you learn from them?

  1. Doug: his colleagues collectively.
  2. Ben: Douglas Moll!

56:48 -- Are there any quotes you think of often or live your life by? 

  1. Ben: "Don't ask, don't get" by Judge William B. Traxler, Jr.
  2. Doug: "It's either good or it's a good story." 

58:14 -  An unusual habit or an absurd thing that they love: 

  1. Ben: daughter singing Gimme! Gimme! Gimme! (A Man After Midnight) from listening to Mamma Mia! 
  2. Doug: Pickle ball.

01:00:15-  The living person they most admire:

  1. Ben: Judge Rosemary S. Pooler.

Benjamin Mean is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.

Douglas Moll is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Benjamin Means and Douglas Moll: Governance in Closely Held Corporations. Benjamin Means, Douglas Moll, Evan Epstein 01:02:32 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Profs Benjamin Means and Douglas Moll, who have focused most of their scholarship on matters relevant to closely held corporations. Benjamin Means is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law. His research focuses on corporate governance and family-owned businesses. Douglas Moll is a Professor of Law at the University of Houston Law Center. He is the co-author of a treatise on closely held corporations, three casebooks on business law, and a concise hornbook on business organizations. He has also written numerous law review articles focusing on closely held businesses and related fiduciary duty and oppression doctrines. In this podcast, we talk about corporate governance in closely held corporations in contrast to public corporations. We discuss the prominence of these companies in the U.S. and some of the core issues including shareholder oppression (also referred to as freeze-outs or squeeze-outs), conflicts of interest or related-party transactions, the role of independent directors and the evolution of these matters in courts and practice. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Profs Benjamin Means and Douglas Moll, who have focused most of their scholarship on matters relevant to closely held corporations. Benjamin Means is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law. His research focuses on corporate governance and family-owned businesses. Douglas Moll is a Professor of Law at the University of Houston Law Center. He is the co-author of a treatise on closely held corporations, three casebooks on business law, and a concise hornbook on business organizations. He has also written numerous law review articles focusing on closely held businesses and related fiduciary duty and oppression doctrines. In this podcast, we talk about corporate governance in closely held corporations in contrast to public corporations. We discuss the prominence of these companies in the U.S. and some of the core issues including shareholder oppression (also referred to as freeze-outs or squeeze-outs), conflicts of interest or related-party transactions, the role of independent directors and the evolution of these matters in courts and practice. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com business judgment rule, minority opression, corporate governance, fiduciary duties, business law, family businesses, closely-held corporations, related party transactions, m&a, controlling shareholders, freeze-outs, reasonable expectation, squeeze-outs, independent directors, minority shareholder oppression, oppressive conduct, conflicts of interests, private companies false full 105 3a173aaa-b988-4a84-b7b3-d357d4b2963b Cynthia Jamison: "In this Downturn Boards Should Focus on Liquidity and Incentive Plans." 0:00 -- Intro.

1:09 -- Start of interview.

1:37 -- Cindie's "origin story."

3:41 -- On her executive career before joining boards.

5:31 -- On her turnaround CFO career. Joining Tatum, an executive services firm, and her CFO turnaround/crisis practice. 

15:14-- Her transition to public company board service. Her first board role in 2003 with Horizon Organic Holdings (based in Denver, CO). "The CEO wanted a financial expert and a mom in the boardroom." Her second board, also in 2003, was with Tractor Supply. She later joined B&G Foods as it went public (based in New Jersey). She retired from her day job in 2013 and focused on her board career with four boards, including Office Depot, Darden Restaurants and Big Lots.

23:34 -- Her experience with high profile activist campaigns led by Jeffrey Smith from Starboard Value in Office Depot (2013) and Darden Restaurants (2014). "Darden is a tremendous success story, and it's really thanks to management [Gene Lee who became CEO, and Rick Cardenas who is the CEO now. They are the ones that made it happen."

30:15 -- Her thoughts on how to address the market downturn from the boardroom's perspective. "Boards should look at liquidity (~24 months) and incentive comp plans."

34:13 -- Her take on ESG. "I don't know who put E, S, and G together because they are three completely separate areas." "A lot of the political pressure is just a communications challenge." "Any topic du jour [and ESG falls in this category] is a luxury that you can only have when times are good." "When times get tough [like in current market down cycle], the focus is all on the top line and bottom line, anything else is a luxury. So I'm not surprised that people have pushed back against ESG, since they want better results and earnings, giving back to shareholders what they want to be getting." 

36:54 -- On the role of corporations in society. "ESG may be really important for society, but is it the company's job or the Government's job? Who should be policing it?" Reference to Milton Friedman's 1970 letter "The Social Responsibility of Business is to Increase its Profits."

39:11 -- On boardroom dynamics involving generational shifts (both on boards and C-suite), diversity and post pandemic trends. "The dynamics of human capital have changed." "I personally think that the next big push for board members is going to be human capital experts." 

47:25 -- On the evolution, opportunities and challenges of boardroom diversity.

55:10 -- The books have greatly influenced her life: she's a big fan of Anna Quindlen and Edith Wharton.

55:50 -- Her mentors, and what she learned from them.

56:48 -- Quotes she thinks of often or lives her life by: "You're never as good as you think you're are and you're never as bad as you think you are."

57:37 -- An unusual habit or an absurd thing that she loves: Orange Theory.

58:26 -- The living person she most admires: "The unsung hero."

Cynthia Jamison is a public company chair and board member; financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Jul 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Cynthia Jamison, Evan Epstein) https://boardroom-governance.com/episodes/cynthia-jamison-nhD3km_Q 0:00 -- Intro.

1:09 -- Start of interview.

1:37 -- Cindie's "origin story."

3:41 -- On her executive career before joining boards.

5:31 -- On her turnaround CFO career. Joining Tatum, an executive services firm, and her CFO turnaround/crisis practice. 

15:14-- Her transition to public company board service. Her first board role in 2003 with Horizon Organic Holdings (based in Denver, CO). "The CEO wanted a financial expert and a mom in the boardroom." Her second board, also in 2003, was with Tractor Supply. She later joined B&G Foods as it went public (based in New Jersey). She retired from her day job in 2013 and focused on her board career with four boards, including Office Depot, Darden Restaurants and Big Lots.

23:34 -- Her experience with high profile activist campaigns led by Jeffrey Smith from Starboard Value in Office Depot (2013) and Darden Restaurants (2014). "Darden is a tremendous success story, and it's really thanks to management [Gene Lee who became CEO, and Rick Cardenas who is the CEO now. They are the ones that made it happen."

30:15 -- Her thoughts on how to address the market downturn from the boardroom's perspective. "Boards should look at liquidity (~24 months) and incentive comp plans."

34:13 -- Her take on ESG. "I don't know who put E, S, and G together because they are three completely separate areas." "A lot of the political pressure is just a communications challenge." "Any topic du jour [and ESG falls in this category] is a luxury that you can only have when times are good." "When times get tough [like in current market down cycle], the focus is all on the top line and bottom line, anything else is a luxury. So I'm not surprised that people have pushed back against ESG, since they want better results and earnings, giving back to shareholders what they want to be getting." 

36:54 -- On the role of corporations in society. "ESG may be really important for society, but is it the company's job or the Government's job? Who should be policing it?" Reference to Milton Friedman's 1970 letter "The Social Responsibility of Business is to Increase its Profits."

39:11 -- On boardroom dynamics involving generational shifts (both on boards and C-suite), diversity and post pandemic trends. "The dynamics of human capital have changed." "I personally think that the next big push for board members is going to be human capital experts." 

47:25 -- On the evolution, opportunities and challenges of boardroom diversity.

55:10 -- The books have greatly influenced her life: she's a big fan of Anna Quindlen and Edith Wharton.

55:50 -- Her mentors, and what she learned from them.

56:48 -- Quotes she thinks of often or lives her life by: "You're never as good as you think you're are and you're never as bad as you think you are."

57:37 -- An unusual habit or an absurd thing that she loves: Orange Theory.

58:26 -- The living person she most admires: "The unsung hero."

Cynthia Jamison is a public company chair and board member; financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Cynthia Jamison: "In this Downturn Boards Should Focus on Liquidity and Incentive Plans." Cynthia Jamison, Evan Epstein 01:01:10 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Cindie Jamison, a public company chair and board member, financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots. We discuss her board journey, navigating the market downturn and turnaround situations. We also address her experience as a director in high-profile activist situations including Office Depot and Darden Restaurants. We also talk about ESG, the purpose of the corporation and boardroom dynamics including generational shifts, diversity and post-pandemic trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Cindie Jamison, a public company chair and board member, financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots. We discuss her board journey, navigating the market downturn and turnaround situations. We also address her experience as a director in high-profile activist situations including Office Depot and Darden Restaurants. We also talk about ESG, the purpose of the corporation and boardroom dynamics including generational shifts, diversity and post-pandemic trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com office depot, chro, shareholder activism, corporate governance, turnaround cfo, cfo, turnarounds, darden restaurants, society, starboard value, csr, big lots, boardroom dynamics, esg, boardroom diversity, human capital false full 104 d13031ea-99b5-4545-aebc-99073e46c5bb Alicia Syrett: "The Chair Should Focus the Agenda Primarily on Strategic Discussions." 0:00 -- Intro.

1:18 -- Start of interview.

1:53 -- Alicia's "origin story" and her career in finance and search/recruiting industry.

4:52 -- Her role founding investment firms. She was the first employee and CAO at Mount Kellett Capital Management and founded Pantegrion Capital, an investment vehicle focused on seed and early stage investments. 

7:02 -- Her journey in the corporate board world. She's now the Chair at Digimarc (Nasdaq: DMRC).

8:11 -- On the distinctions between private and public boards.

12:24 -- On the NY tech scene.

17:02 -- On the exodus of finance/tech executives from NY post-pandemic.

18:47 -- The origin and mission of the Madam Chair, a collaborative group of 200+ female Chairs and Lead Directors of publicly-traded companies.

29:11 -- Some lessons after joining a public company board.

33:32 -- Her take on the role of the board in strategy and innovation. "It's absolutely the board's role to ask very smart questions." "Innovation should be baked into a risk review process."

37:48 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.

43:00 -- On the geopolitical concerns in the boardroom, particularly on "decoupling" or "de-risking" with China.

45:32 -- Her thoughts on board education, and staying up to date (for example, with feedly app).

47:56 -- The books have greatly influenced her life: the classics from high school (1984, The Bell Jar, A Confederacy of Dunces, The Catcher in the Rye, etc.)

49:37 -- Her mentors, and what she learned from them: "It's more of a mindset for me where I see people doing great things and I think wow, how do I do that."

51:00 -- Quotes she thinks of often or lives her life by: "This too shall pass." "The best is yet to come."

51:42 -- An unusual habit or an absurd thing that she loves: Mac and cheese.

52:18 -- The living person she most admires: Volodymyr Zelenskyy.

Alicia Syrett currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group, an organization with 200+ female Chairs and Lead Directors of publicly traded companies. 

__

 You can follow Alicia on social media at:

Twitter: @AliciaSyrett

LinkedIn: https://www.linkedin.com/in/aliciasyrett/

Madam Chair: www.madam-chair.com

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Jul 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Alicia Syrett, Evan Epstein) https://boardroom-governance.com/episodes/alicia-syrett-z3S8eQyQ 0:00 -- Intro.

1:18 -- Start of interview.

1:53 -- Alicia's "origin story" and her career in finance and search/recruiting industry.

4:52 -- Her role founding investment firms. She was the first employee and CAO at Mount Kellett Capital Management and founded Pantegrion Capital, an investment vehicle focused on seed and early stage investments. 

7:02 -- Her journey in the corporate board world. She's now the Chair at Digimarc (Nasdaq: DMRC).

8:11 -- On the distinctions between private and public boards.

12:24 -- On the NY tech scene.

17:02 -- On the exodus of finance/tech executives from NY post-pandemic.

18:47 -- The origin and mission of the Madam Chair, a collaborative group of 200+ female Chairs and Lead Directors of publicly-traded companies.

29:11 -- Some lessons after joining a public company board.

33:32 -- Her take on the role of the board in strategy and innovation. "It's absolutely the board's role to ask very smart questions." "Innovation should be baked into a risk review process."

37:48 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.

43:00 -- On the geopolitical concerns in the boardroom, particularly on "decoupling" or "de-risking" with China.

45:32 -- Her thoughts on board education, and staying up to date (for example, with feedly app).

47:56 -- The books have greatly influenced her life: the classics from high school (1984, The Bell Jar, A Confederacy of Dunces, The Catcher in the Rye, etc.)

49:37 -- Her mentors, and what she learned from them: "It's more of a mindset for me where I see people doing great things and I think wow, how do I do that."

51:00 -- Quotes she thinks of often or lives her life by: "This too shall pass." "The best is yet to come."

51:42 -- An unusual habit or an absurd thing that she loves: Mac and cheese.

52:18 -- The living person she most admires: Volodymyr Zelenskyy.

Alicia Syrett currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group, an organization with 200+ female Chairs and Lead Directors of publicly traded companies. 

__

 You can follow Alicia on social media at:

Twitter: @AliciaSyrett

LinkedIn: https://www.linkedin.com/in/aliciasyrett/

Madam Chair: www.madam-chair.com

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Alicia Syrett: "The Chair Should Focus the Agenda Primarily on Strategic Discussions." Alicia Syrett, Evan Epstein 00:54:11 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alicia Syrett, an experienced corporate director on multiple public, private, advisory and non-profit boards across industries and market capitalizations. She currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group (www.madam-chair.com), an organization with 200+ female Chairs and Lead Directors of publicly traded companies. She is also the CEO of Pantegrion Capital, an angel investment vehicle focused on seed and early-stage investments that she founded in 2011. In this podcast, we talk about her board experience, the NY tech scene, the Madam Chair initiative that she founded, lessons for public and private company directors, strategy and innovation, ESG, geopolitics and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alicia Syrett, an experienced corporate director on multiple public, private, advisory and non-profit boards across industries and market capitalizations. She currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group (www.madam-chair.com), an organization with 200+ female Chairs and Lead Directors of publicly traded companies. She is also the CEO of Pantegrion Capital, an angel investment vehicle focused on seed and early-stage investments that she founded in 2011. In this podcast, we talk about her board experience, the NY tech scene, the Madam Chair initiative that she founded, lessons for public and private company directors, strategy and innovation, ESG, geopolitics and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com lead directors, corporate governance, sustainability, strategy, chairman, new york tech scene, madam chair, board education, digimarc, geopolitics, recruiting, women in boards, esg, boardroom diversity, innovation, boards of directors false full 103 5caea7f1-41b2-4968-a117-cf711b57f4fa HBO’s Succession “The Dumpster Fire Pirate Death Ship” (Season 2) 0:00 -- Intro. 

*Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).

1:43 -- Start of interview.

4:03 -- Governance challenges to family-owned companies.

5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.

10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.

17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).

18:45-- On Shiv's prospects as CEO of Waystar.

20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.

21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.

27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.

33:10 -- The Vaulter shutdown and question on unions.

41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard) 

47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."

54:35 --  The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.

1:00:26 --  The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.

1:09:26 --  Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 26 Jun 2023 12:42:08 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Kate O'Leary) https://boardroom-governance.com/episodes/succession-s2-8mmpqrgc 0:00 -- Intro. 

*Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).

1:43 -- Start of interview.

4:03 -- Governance challenges to family-owned companies.

5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.

10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.

17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).

18:45-- On Shiv's prospects as CEO of Waystar.

20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.

21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.

27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.

33:10 -- The Vaulter shutdown and question on unions.

41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard) 

47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."

54:35 --  The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.

1:00:26 --  The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.

1:09:26 --  Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> HBO’s Succession “The Dumpster Fire Pirate Death Ship” (Season 2) Evan Epstein, Kate O'Leary 01:14:03 After popular demand, I talk again with Kate O'Leary, Global Executive Litigation Counsel at GE, about the HBO show Succession. This time we address issues from Season 2 of the show. *Please note that we covered issues from Succession's S1 in E98 of this podcast, published on May 22nd, 2023. If you have not heard that episode, you should check it out. As explained before, ‘Succession’ centers on the Roy family, the owners of Waystar RoyCo, a global media and entertainment conglomerate, who are fighting for control of the company amid uncertainty about the health of the family's patriarch, Logan Roy. In this episode, we discuss disclosure process and vetting of public statements, knowing vs not knowing, how (not) to behave at a Congressional hearing, cultural and reputational issues and impact on shareholder value, and the legal and ethical obligations of “owning all the news.” Among other topics, we cover ‘bear hug’ offers, shutting down divisions and unionization matters, the Caremark standard for directors, sovereign wealth funds, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com After popular demand, I talk again with Kate O'Leary, Global Executive Litigation Counsel at GE, about the HBO show Succession. This time we address issues from Season 2 of the show. *Please note that we covered issues from Succession's S1 in E98 of this podcast, published on May 22nd, 2023. If you have not heard that episode, you should check it out. As explained before, ‘Succession’ centers on the Roy family, the owners of Waystar RoyCo, a global media and entertainment conglomerate, who are fighting for control of the company amid uncertainty about the health of the family's patriarch, Logan Roy. In this episode, we discuss disclosure process and vetting of public statements, knowing vs not knowing, how (not) to behave at a Congressional hearing, cultural and reputational issues and impact on shareholder value, and the legal and ethical obligations of “owning all the news.” Among other topics, we cover ‘bear hug’ offers, shutting down divisions and unionization matters, the Caremark standard for directors, sovereign wealth funds, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com attorney-client privilege, general counsel, vetting of public statements, hbo, bear hugs, third-party advisors, shareholder value, caremark duties, roman roy, shiv roy, congressional hearings, family-owned companies, kendally roy, gc, reputation, mental issues, drug use, waystar royco, independent committee of the board, corporate wellness, sovereign wealth funds, whistleblowers, ge, disclosure, culture, logan roy, general electric, conflicts of interests, unions, succession false full 102 4d3ba242-a94f-46c3-9196-56e7c787e8a0 Georgia Stewart: On Stewardship, Pass-Through Voting and Shareholder Democracy. 0:00 -- Intro.

1:16 -- Start of interview.

1:55 -- Georgia's "origin story". 

2:42 -- The founding story of her company Tumelo.

5:37 -- On their differentiation with the divestment movement. Referenced: ShareAction, AMNT.

8:01-- On her role as a member of Aviva's Independent Governance Committee.

10:15 -- On the rise of institutional investors and their impact on corporate governance, along with concentration of power. Reference to E89 with Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."

16:54 -- On large asset managers passing-through voting power to beneficial owners (ie. BlackRock's Voting Choice). The opt-in model.

23:15 -- The contrast of ESG vs anti-ESG trends in the US and the UK. Reference to Vivek Ramaswamy (founder of Strive Asset Management) and Konstantin Kisin (UK-based commentator, anti-woke positions).

26:44 -- On the influence of the UK Stewardship Code.

30:34 -- On the role of proxy advisors (ie ISS and Glass Lewis) in proxy voting. "I think more diversification in that space is going to be important and inevitable (and technology will help with that)."

37:14 -- On the rise of retail investing post-pandemic and the impact of voting technologies. "The future of retail investor voting is all about the experience on the platform." Reference to Robinhood's acquisition of Say ($140m).

42:13 -- Issuers and directors will need to think about the new paradigm of investor communications.

43:33 -- The books that have greatly influenced her life: Chimamanda Ngozi Adichie books. "They changed and improved the way I think about race."

44:21 -- Her mentors, and what she learned from them: Her dad.

45:27 -- Quotes she thinks of often or lives her life by: "You only live once, but if you do it right, once is enough." (Mae West).

45:46 -- An unusual habit or an absurd thing that she loves: Foraging. 

 46:45 -- The living person she most admires: Paula Radcliffe.

Georgia Stewart is the CEO and co-founder of Tumelo, a UK based fintech company seeking to change the landscape of stewardship and investor voting. 

__

 You can follow Georgia on social media at:

Twitter: @IAmGeorgiaS

LinkedIn: https://www.linkedin.com/in/georgia-stewart-861697107/

Tumelo: www.tumelo.com

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 19 Jun 2023 12:45:00 +0000 evan.epstein@pacificaglobal.com (Georgia Stewart, Evan Epstein) https://boardroom-governance.com/episodes/georgia-stewart-Ek1QKT9w 0:00 -- Intro.

1:16 -- Start of interview.

1:55 -- Georgia's "origin story". 

2:42 -- The founding story of her company Tumelo.

5:37 -- On their differentiation with the divestment movement. Referenced: ShareAction, AMNT.

8:01-- On her role as a member of Aviva's Independent Governance Committee.

10:15 -- On the rise of institutional investors and their impact on corporate governance, along with concentration of power. Reference to E89 with Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."

16:54 -- On large asset managers passing-through voting power to beneficial owners (ie. BlackRock's Voting Choice). The opt-in model.

23:15 -- The contrast of ESG vs anti-ESG trends in the US and the UK. Reference to Vivek Ramaswamy (founder of Strive Asset Management) and Konstantin Kisin (UK-based commentator, anti-woke positions).

26:44 -- On the influence of the UK Stewardship Code.

30:34 -- On the role of proxy advisors (ie ISS and Glass Lewis) in proxy voting. "I think more diversification in that space is going to be important and inevitable (and technology will help with that)."

37:14 -- On the rise of retail investing post-pandemic and the impact of voting technologies. "The future of retail investor voting is all about the experience on the platform." Reference to Robinhood's acquisition of Say ($140m).

42:13 -- Issuers and directors will need to think about the new paradigm of investor communications.

43:33 -- The books that have greatly influenced her life: Chimamanda Ngozi Adichie books. "They changed and improved the way I think about race."

44:21 -- Her mentors, and what she learned from them: Her dad.

45:27 -- Quotes she thinks of often or lives her life by: "You only live once, but if you do it right, once is enough." (Mae West).

45:46 -- An unusual habit or an absurd thing that she loves: Foraging. 

 46:45 -- The living person she most admires: Paula Radcliffe.

Georgia Stewart is the CEO and co-founder of Tumelo, a UK based fintech company seeking to change the landscape of stewardship and investor voting. 

__

 You can follow Georgia on social media at:

Twitter: @IAmGeorgiaS

LinkedIn: https://www.linkedin.com/in/georgia-stewart-861697107/

Tumelo: www.tumelo.com

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Boardroom Governance Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Georgia Stewart: On Stewardship, Pass-Through Voting and Shareholder Democracy. Georgia Stewart, Evan Epstein 00:48:17 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Georgia Stewart, the CEO and co-founder of Tumelo, a UK based fintech company that builds technology to solve voting challenges for fund managers, investors, and investment platforms. Georgia is also a member of Aviva’s Independent Governance Committee (IGC). In this podcast, we talk about the rise of institutional investors, pass-through voting, and ESG vs anti-ESG trends both in the US and the UK. We also discuss the role of proxy advisors, the surge of retail investing post-pandemic, and how issuers and directors should approach the evolving investor landscape. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Georgia Stewart, the CEO and co-founder of Tumelo, a UK based fintech company that builds technology to solve voting challenges for fund managers, investors, and investment platforms. Georgia is also a member of Aviva’s Independent Governance Committee (IGC). In this podcast, we talk about the rise of institutional investors, pass-through voting, and ESG vs anti-ESG trends both in the US and the UK. We also discuss the role of proxy advisors, the surge of retail investing post-pandemic, and how issuers and directors should approach the evolving investor landscape. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also now contribute as a Patron on the link patreon.com/BoardroomGovernancePod and you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com proxy voting, investor voting, voting, investor communications, institutional investors, uk stewardship code, uk, vanguard, tumelo, retail investing, directors, stewardship, aviva, state street, glass lewis, robinhood, blackrock, iss, anti-esg, vivek ramaswamy, pass through voting, voting choice, esg, proxy advisors false full 101 5531733b-40c2-4c17-a417-d781ba9ae751 Leo E. Strine, Jr.: Good Corporate Citizenship We Can All Get Behind? 0:00 -- Intro.

3:45 -- Start of interview.

5:09 -- Leo's "origin story".  His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.

9:41 -- On his time at Skadden's Wilmington office.

11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court. 

15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."

24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."

28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."

38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship.  "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales. 

44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."

58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."

1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."

1:12:03 --  The books that have greatly influenced his life: 

  1. Down and Out in Paris and London, by George Orwell (1933)
  2. Road to Wigan Pier, by George Orwell (1937)
  3. Simple books that his parents gave him when he was a child.

1:14:30 --  His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.

1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."

1:20:23 --   An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s"). 

1:23:13 --   The living person he most admires: the people who do the hardest jobs with no public glory. 

Leo E Strine, Jr. is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

You can join as a Patron of the Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 5 Jun 2023 13:33:01 +0000 evan.epstein@pacificaglobal.com (Leo Strine, Evan Epstein) https://boardroom-governance.com/episodes/leo-strine-LB7b48Id 0:00 -- Intro.

3:45 -- Start of interview.

5:09 -- Leo's "origin story".  His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.

9:41 -- On his time at Skadden's Wilmington office.

11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court. 

15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."

24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."

28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."

38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship.  "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales. 

44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."

58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."

1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."

1:12:03 --  The books that have greatly influenced his life: 

  1. Down and Out in Paris and London, by George Orwell (1933)
  2. Road to Wigan Pier, by George Orwell (1937)
  3. Simple books that his parents gave him when he was a child.

1:14:30 --  His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.

1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."

1:20:23 --   An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s"). 

1:23:13 --   The living person he most admires: the people who do the hardest jobs with no public glory. 

Leo E Strine, Jr. is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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You can join as a Patron of the Podcast at:

Patreon: patreon.com/BoardroomGovernancePod

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Leo E. Strine, Jr.: Good Corporate Citizenship We Can All Get Behind? Leo Strine, Evan Epstein 01:26:36 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. This is a very special 100th anniversary episode. In this podcast, I talk with Leo E Strine, Jr., Of Counsel at Wachtell Lipton Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery, as Chancellor since June 2011 and as a Vice Chancellor since November 1998. Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society. In this episode, we talk about his personal and professional background, the Delaware Chancery Court, and his latest article: “Good Corporate Citizenship We Can All Get Behind? Toward a Principled, Non-Ideological Approach to Making Money The Right Way” published in Business Lawyer, Spring 2023 edition. We also discuss ESG, stockholder primacy vs stakeholder governance frameworks, the increasing politicization and polarization of corporate governance and the role of institutional investors in these matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also join as a Patron of this Podcast at patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. This is a very special 100th anniversary episode. In this podcast, I talk with Leo E Strine, Jr., Of Counsel at Wachtell Lipton Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery, as Chancellor since June 2011 and as a Vice Chancellor since November 1998. Mr. Strine speaks and writes frequently on the subjects of corporate and public law, and particularly the impact of business on society. In this episode, we talk about his personal and professional background, the Delaware Chancery Court, and his latest article: “Good Corporate Citizenship We Can All Get Behind? Toward a Principled, Non-Ideological Approach to Making Money The Right Way” published in Business Lawyer, Spring 2023 edition. We also discuss ESG, stockholder primacy vs stakeholder governance frameworks, the increasing politicization and polarization of corporate governance and the role of institutional investors in these matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can also join as a Patron of this Podcast at patreon.com/BoardroomGovernancePod and subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com wlrk, delaware supreme court, delaware court of chancery, climate change, institutional investors, citizen united, fiduciary duties, wachtell lipton rosen & katz, board of directors, corporate law, tom carper, delaware, csr, corporate political spending, jack bogle, blackrock, sec, stockholders, good corporate citizenship, esg false full 100 e5167093-4c64-44e1-82b9-a1131a61b8e3 Barrett Cohn: "Companies Now Stay Private Long." 0:00 -- Intro.

1:30 -- Start of interview.

2:12 -- Barrett's "origin story".

6:11 -- His start in finance. First in Stone & Youngberg then in Lehman Brothers in SF. His first secondary market transactions in private company stock (Facebook) in 2007.

8:54-- His experience working at SVB (internship with wine finance team) and Lehman Brothers (business development).

12:10 -- The early days of secondary market transactions for private company stock with SecondMarket, later acquired by Nasdaq in 2015 (now Nasdaq Private Market).

14:25 -- His entrepreneurial stint as CEO of Juno Company, a children's educational media company.

15:56 -- His VC stint as an advisor with Maveron.

17:20 -- On the founding of his firm Scenic Advisement in 2013.

18:12 -- History of investment banks in SF helping founders to get liquidity (the Four Horsemen of Silicon Valley’s financial community: Alex.Brown, Hambrecht & Quist, Robertson Stephens & Co. and Montgomery Securities underwrote a large number of IPO offerings, both before and during the dotcom boom.)

20:36 -- The ethos and vision behind Scenic Advisement. "The opportunity was to build a bank that really was the standard bearer, establishing best practices so that [institutional investors] had a counter-party or a middleman who could speak their language and conversely, the people building great companies had a partner who they could trust, because that partner had empathy: they were ex founders, ex VCs or from the community, not some transactional banker who lives 3,000 miles away and knows nothing of the company but knows that there is a big fee to be had and a league table to be on." "Our plan was to drive hard empathy."

24:17 -- On the current state of private markets. "It's been a boom marked by irrational exuberance, and then a correction, as markets do." "But I can tell you, and I do so with great thanks, that the market is thawing and we are starting to see investors come back." "I could have taken all of 2022 off, and from a stress perspective, it would have probably been beneficial, but I just didn't have a crystal ball."

27:42 -- On the regulation of unicorns and private markets generally. Going dark speech by SEC Commissioner Lee (Oct 2021).

33:08 -- On the Stay Private for Longer ("SPL") advice in Silicon Valley ["The worst advice" per Gurley and Rabois]. "Companies now stay private long. That's it. This is not a trend, it is a market reality at this point." "It's also totally business dependent."

37:52 -- The opportunities and challenges for founders, investors and employees in private markets. "The Sequoia move to an evergreen fund structure is a brilliant idea." "The Stripe multi-billion financing was the company being really proactive to options expiry, to ensure that the most important asset at Stripe, the people, are made whole or don't loose the benefit of the bargain (that would be awful for everyone and for morale)." "We are going to see more and more of that." 

39:39 -- How companies treat employees vs ex-employees on stock options: "It varies from company to company and from founder to founder. My advice typically is to be egalitarian."

41:21 -- On regional differences in tech ecosystems in the US.

43:47 -- The impact of the collapse of SVB and First Republic in the SF/Bay Area tech ecosytem. "I believe in diversification. I believe in selling early and often. I want to implore founders and investors to take chips off the table when you can, because you can't always and things go away. People forget that."

47:40 -- Thoughts on crypto and digital assets market.

49:17 -- Thoughts on Artificial Intelligence (AI) market. "It's the next major wave. Unlike crypto and digital assets, this is not a fad."

51:05 --  The books that have greatly influenced his life: 

  1. Everything by Philip Roth.
  2. Exodus, by Leon Uris (1958)
  3. Everything is Illuminated, by Jonathan Safran Foer (2002)

51:38 -- His mentors, and what he learned from them: the most impactful mentor for him has been his mother.

52:58 --  Quotes he thinks of often or lives his life by: "Have hard conversations early and often." "Empathy is a very important tool even when delivering difficult messages."

53:25 --   An unusual habit or an absurd thing that he loves: sneaker collection and tequila ("it's like love in a bottle").

58:14 --   The person he most admires: entrepreneurs.

Barrett Cohn is the CEO and co-founder of Scenic Advisement, a San Francisco based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 30 May 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Barrett Cohn, Evan Epstein) https://boardroom-governance.com/episodes/barrett-cohn-9gIQOGd0 0:00 -- Intro.

1:30 -- Start of interview.

2:12 -- Barrett's "origin story".

6:11 -- His start in finance. First in Stone & Youngberg then in Lehman Brothers in SF. His first secondary market transactions in private company stock (Facebook) in 2007.

8:54-- His experience working at SVB (internship with wine finance team) and Lehman Brothers (business development).

12:10 -- The early days of secondary market transactions for private company stock with SecondMarket, later acquired by Nasdaq in 2015 (now Nasdaq Private Market).

14:25 -- His entrepreneurial stint as CEO of Juno Company, a children's educational media company.

15:56 -- His VC stint as an advisor with Maveron.

17:20 -- On the founding of his firm Scenic Advisement in 2013.

18:12 -- History of investment banks in SF helping founders to get liquidity (the Four Horsemen of Silicon Valley’s financial community: Alex.Brown, Hambrecht & Quist, Robertson Stephens & Co. and Montgomery Securities underwrote a large number of IPO offerings, both before and during the dotcom boom.)

20:36 -- The ethos and vision behind Scenic Advisement. "The opportunity was to build a bank that really was the standard bearer, establishing best practices so that [institutional investors] had a counter-party or a middleman who could speak their language and conversely, the people building great companies had a partner who they could trust, because that partner had empathy: they were ex founders, ex VCs or from the community, not some transactional banker who lives 3,000 miles away and knows nothing of the company but knows that there is a big fee to be had and a league table to be on." "Our plan was to drive hard empathy."

24:17 -- On the current state of private markets. "It's been a boom marked by irrational exuberance, and then a correction, as markets do." "But I can tell you, and I do so with great thanks, that the market is thawing and we are starting to see investors come back." "I could have taken all of 2022 off, and from a stress perspective, it would have probably been beneficial, but I just didn't have a crystal ball."

27:42 -- On the regulation of unicorns and private markets generally. Going dark speech by SEC Commissioner Lee (Oct 2021).

33:08 -- On the Stay Private for Longer ("SPL") advice in Silicon Valley ["The worst advice" per Gurley and Rabois]. "Companies now stay private long. That's it. This is not a trend, it is a market reality at this point." "It's also totally business dependent."

37:52 -- The opportunities and challenges for founders, investors and employees in private markets. "The Sequoia move to an evergreen fund structure is a brilliant idea." "The Stripe multi-billion financing was the company being really proactive to options expiry, to ensure that the most important asset at Stripe, the people, are made whole or don't loose the benefit of the bargain (that would be awful for everyone and for morale)." "We are going to see more and more of that." 

39:39 -- How companies treat employees vs ex-employees on stock options: "It varies from company to company and from founder to founder. My advice typically is to be egalitarian."

41:21 -- On regional differences in tech ecosystems in the US.

43:47 -- The impact of the collapse of SVB and First Republic in the SF/Bay Area tech ecosytem. "I believe in diversification. I believe in selling early and often. I want to implore founders and investors to take chips off the table when you can, because you can't always and things go away. People forget that."

47:40 -- Thoughts on crypto and digital assets market.

49:17 -- Thoughts on Artificial Intelligence (AI) market. "It's the next major wave. Unlike crypto and digital assets, this is not a fad."

51:05 --  The books that have greatly influenced his life: 

  1. Everything by Philip Roth.
  2. Exodus, by Leon Uris (1958)
  3. Everything is Illuminated, by Jonathan Safran Foer (2002)

51:38 -- His mentors, and what he learned from them: the most impactful mentor for him has been his mother.

52:58 --  Quotes he thinks of often or lives his life by: "Have hard conversations early and often." "Empathy is a very important tool even when delivering difficult messages."

53:25 --   An unusual habit or an absurd thing that he loves: sneaker collection and tequila ("it's like love in a bottle").

58:14 --   The person he most admires: entrepreneurs.

Barrett Cohn is the CEO and co-founder of Scenic Advisement, a San Francisco based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Barrett Cohn: "Companies Now Stay Private Long." Barrett Cohn, Evan Epstein 00:57:41 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Barrett Cohn, the CEO and co-founder of Scenic Advisement, a SF based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders. Formerly, Barrett served as a CEO of a children's educational media company and worked at Lehman Brothers in SF helping investors connect with non-public startups. He represented early Facebook and Twitter teams which led him to found Scenic to institutionalize the secondary market for private company stock. He also served as an advisor to Howard Schultz’s Maveron Ventures. In this podcast, we talk about the current state of private markets, its regulation and the trend of companies staying private for longer. We also address trends such as VC firms creating evergreen funds, regional differences in the tech ecosystem, the collapse of SVB and First Republic, and the booming AI market. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Barrett Cohn, the CEO and co-founder of Scenic Advisement, a SF based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders. Formerly, Barrett served as a CEO of a children's educational media company and worked at Lehman Brothers in SF helping investors connect with non-public startups. He represented early Facebook and Twitter teams which led him to found Scenic to institutionalize the secondary market for private company stock. He also served as an advisor to Howard Schultz’s Maveron Ventures. In this podcast, we talk about the current state of private markets, its regulation and the trend of companies staying private for longer. We also address trends such as VC firms creating evergreen funds, regional differences in the tech ecosystem, the collapse of SVB and First Republic, and the booming AI market. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stock options, employees, secondary markets for private company stock, investment banks, private markets, tender offers, scenic advisement, investors, silicon valley bank, secondary markets, startups, artificial intelligence, first republic, founders, lehman brothers, venture capital, san francisco, ipos, ai, vc, unicorns, svb, tech companies, nasdaq, silicon valley false full 99 3f04faf2-379e-4818-9bae-b3a72c379639 Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer (Season 1). 0:00 -- Intro.

1:38 -- Start of interview.

3:23 -- Kate's origin story and her professional background.

4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).

7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it’s working effectively." "The show does a very good job in linking governance with shareholder value."

10:30 -- The role of the board in CEO succession.  Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.

15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.

20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.

27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.

30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."

36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."

39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."

45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.

50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)

54:31 --   Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall’s request for a delay and Logan’s refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?   

1:01:00-- Other thoughts for directors from Season 1 of Succession:

  • Litigation risks from M&A.
  •  Leadership.
  • Company Culture.
  • Government and Regulatory matters. 
  • Corporate Purpose and ESG (and political interplay).

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 22 May 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Kate O'Leary, Evan Epstein) https://boardroom-governance.com/episodes/succession-s1-7R48Xtku 0:00 -- Intro.

1:38 -- Start of interview.

3:23 -- Kate's origin story and her professional background.

4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).

7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it’s working effectively." "The show does a very good job in linking governance with shareholder value."

10:30 -- The role of the board in CEO succession.  Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.

15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.

20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.

27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.

30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."

36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."

39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."

45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.

50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)

54:31 --   Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall’s request for a delay and Logan’s refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?   

1:01:00-- Other thoughts for directors from Season 1 of Succession:

  • Litigation risks from M&A.
  •  Leadership.
  • Company Culture.
  • Government and Regulatory matters. 
  • Corporate Purpose and ESG (and political interplay).

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer (Season 1). Kate O'Leary, Evan Epstein 01:07:02 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this very special episode, I talk with Kate O’Leary, the Global Executive Litigation Counsel at General Electric Company. We address corporate governance issues from HBO's show Succession from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We only cover issues from Season 1 of the show, but if you want to hear more episodes on this show, please do let me know by sending me your comments via social media, email or any other format. In this podcast, we discuss CEO succession, compliance issues emerging from the so-called “Death Pit”, disclosure controls and the role of the general counsel. We also address board approvals for transactions, board votes on no-confidence motions, leadership, culture, government relations and corporate purpose. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this very special episode, I talk with Kate O’Leary, the Global Executive Litigation Counsel at General Electric Company. We address corporate governance issues from HBO's show Succession from the perspective of an experienced in-house lawyer who deals with governance challenges in the real world. We only cover issues from Season 1 of the show, but if you want to hear more episodes on this show, please do let me know by sending me your comments via social media, email or any other format. In this podcast, we discuss CEO succession, compliance issues emerging from the so-called “Death Pit”, disclosure controls and the role of the general counsel. We also address board approvals for transactions, board votes on no-confidence motions, leadership, culture, government relations and corporate purpose. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com general counsel, hbo, shareholder activism, process, private equity, caremark duties, siobhan roy, policies, family governance, roystar royco, board vote on no-confidence, conflict of interests, leadership, the death pit, corporate purpose, government & regulatory matters, ceo succession, whistleblowers, m&a, disclosure, culture, logan roy, disclosure committees, kendall roy, esg, compliance, family, succession false full 98 e0c7217f-57b6-4111-8349-2c450fa4e6a2 Dan Siciliano: The Banking Crisis and Governance Implications. 0:00 -- Intro.

1:41 -- Start of interview.

2:58 -- On current market conditions. Impact of interest rate hikes by the Federal Reserve, particularly on banks.

3:35 -- The gap between news coverage, what people think is happening and what actually is happening on the ground. The example of First Republic.

15:37-- How 'bank runs' have changed. The Meme Run. "A meme is a first impression decision-making instrument."

18:43 -- The media/general confusion over regulatory/supervisory agencies overseeing banks. FDIC and the Federal Reserve.

20:50 -- On the Federal Reserve's Report on SVB (April 28, 2023). "Capital buffers are a universal antibiotic for all of these problems [but they are costly and represent a trade-off]." The role of the board in considering risks.

32:48-- Should risk-management experts for risk-management committees of bank board be mandated? "Sometimes engaged, informed and thoughtful (but non-expert) directors ask the best questions."

40:25 -- On executive compensation and incentives of bank executives (in light of the SVB Report). "The lack of a clawback (in this case) for a risk management failure is amiss."

45:56 -- On whether short sellers in banks should be curtailed in these market conditions. 

52:04 -- On the fate (and crisis) of regional banks. "Regional banks are the heart and soul of the American banking system." "I don't think that it's a good thing that big banks get any bigger." 

57:34 -- On JP Morgan's acquisition of First Republic.

1:00:24 -- How Silicon Valley will be impacted with the loss of SVB and First Republic. The "Industry Vertical Contagion": failure of banks that serve particular industries. "I don't think there is enough appreciation yet on how catastrophic it would have been to let depositors in the tech industry get wiped out or receive significant hair cuts [on SVB's failure]." "I'm glad that the Fed did the call that they did."

1:07:59 -- Banking alternatives given low interest rates paid by banks to depositors. "It's an existential question for the entire industry." "Central bank digital currencies will really move the needle." [The Brazilian Central Bank created Pix, the Brazilian IP scheme that enables its users — people, companies and governmental entities — to send or receive payment transfers in few seconds at any time, including non-business days.]

1:13:26 --   The future impact of U.S. fiscal policy and the national debt as it has surpassed $31 trillion (US Debt Ratio to GDP is currently at ~120%)

Dan Siciliano is the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a company that provides capital to unicorn employees.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 15 May 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Dan Siciliano, Evan Epstein) https://boardroom-governance.com/episodes/dan-siciliano-ii-E29weFQE 0:00 -- Intro.

1:41 -- Start of interview.

2:58 -- On current market conditions. Impact of interest rate hikes by the Federal Reserve, particularly on banks.

3:35 -- The gap between news coverage, what people think is happening and what actually is happening on the ground. The example of First Republic.

15:37-- How 'bank runs' have changed. The Meme Run. "A meme is a first impression decision-making instrument."

18:43 -- The media/general confusion over regulatory/supervisory agencies overseeing banks. FDIC and the Federal Reserve.

20:50 -- On the Federal Reserve's Report on SVB (April 28, 2023). "Capital buffers are a universal antibiotic for all of these problems [but they are costly and represent a trade-off]." The role of the board in considering risks.

32:48-- Should risk-management experts for risk-management committees of bank board be mandated? "Sometimes engaged, informed and thoughtful (but non-expert) directors ask the best questions."

40:25 -- On executive compensation and incentives of bank executives (in light of the SVB Report). "The lack of a clawback (in this case) for a risk management failure is amiss."

45:56 -- On whether short sellers in banks should be curtailed in these market conditions. 

52:04 -- On the fate (and crisis) of regional banks. "Regional banks are the heart and soul of the American banking system." "I don't think that it's a good thing that big banks get any bigger." 

57:34 -- On JP Morgan's acquisition of First Republic.

1:00:24 -- How Silicon Valley will be impacted with the loss of SVB and First Republic. The "Industry Vertical Contagion": failure of banks that serve particular industries. "I don't think there is enough appreciation yet on how catastrophic it would have been to let depositors in the tech industry get wiped out or receive significant hair cuts [on SVB's failure]." "I'm glad that the Fed did the call that they did."

1:07:59 -- Banking alternatives given low interest rates paid by banks to depositors. "It's an existential question for the entire industry." "Central bank digital currencies will really move the needle." [The Brazilian Central Bank created Pix, the Brazilian IP scheme that enables its users — people, companies and governmental entities — to send or receive payment transfers in few seconds at any time, including non-business days.]

1:13:26 --   The future impact of U.S. fiscal policy and the national debt as it has surpassed $31 trillion (US Debt Ratio to GDP is currently at ~120%)

Dan Siciliano is the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a company that provides capital to unicorn employees.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Dan Siciliano: The Banking Crisis and Governance Implications. Dan Siciliano, Evan Epstein 01:20:52 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Dan Siciliano, the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a new fintech company that provides capital to unicorn employees. Dan and I were colleagues at Stanford Law School where we led the Stanford Rock Center. We have taught corporate governance together for over a decade not only in the U.S. but all over the world including in Hong Kong, Europe and Latin America. This is Dan’s second appearance in my podcast, and in this episode, we talk about the current banking crisis including the Fed’s SVB report, the situation with First Republic, the regional banking crisis, mandated risk-management experts for bank boards and executive compensation incentives for banking executives. We also address whether short sellers in banks should be curtailed in these market conditions, the impact of this banking crisis for Silicon Valley and California, plus the future impact of U.S. fiscal policy and the national debt as it keeps ballooning to over $31 trillion. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Dan Siciliano, the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a new fintech company that provides capital to unicorn employees. Dan and I were colleagues at Stanford Law School where we led the Stanford Rock Center. We have taught corporate governance together for over a decade not only in the U.S. but all over the world including in Hong Kong, Europe and Latin America. This is Dan’s second appearance in my podcast, and in this episode, we talk about the current banking crisis including the Fed’s SVB report, the situation with First Republic, the regional banking crisis, mandated risk-management experts for bank boards and executive compensation incentives for banking executives. We also address whether short sellers in banks should be curtailed in these market conditions, the impact of this banking crisis for Silicon Valley and California, plus the future impact of U.S. fiscal policy and the national debt as it keeps ballooning to over $31 trillion. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com federal reserve, fhlb, board oversight, meme, jp morgan, executive compensation, corporate governance, risk management, silicon valley bank, federal home loan bank of san francisco, fdic, first republic, short sellers, banking crisis, central bank digital currencies, u.s. national debt, regional banks, svb, silicon valley false full 97 38ccd90a-65ea-4ea2-a393-4d6d274debb6 Bethany Mayer: On Cybersecurity Governance, Risk and Strategy. 0:00 -- Intro.

1:35 -- Start of interview.

2:15 -- Bethany's "origin story".

3:35 -- Her experience working at Lockheed Martin.

5:55-- Her transition to Apple Computer, Cisco, startups in networking technologies and Blue Coat.

8:17 -- Her time at HP, where ended running the Networking division.

8:55 -- Her role as CEO of Ixia (later sold to Keysight Technologies for $1.6bn in 2017)

10:17 -- On her board journey. Her first public company experience with Ixia, under the mentorship of Chairman Errol Ginsberg.

11:07 -- Her experience serving on the board of Sempra Energy and as an Executive Advisor with Siris Capital (a PE firm). Her board positions with Box, Marvell Semiconductor and Lam Research.

13:38 -- On her decision to complete a Masters Program in Cybersecurity Risk and Strategy from NYU: "to be a good board member in this area [in addition to technical issues] you need to understand issues related to technology, law, regulation and governance."

17:09 -- The current cybersecurity landscape from the board's perspective. "Over the last ~10+ years, the incidence, frequency, sophistication and damage of cybersecurity breaches  has continued to significantly escalate." "For companies, it has been very costly (examples: Equifax, Target, Home Depot, Colonial Pipelines, Solar Winds, etc.)" "The attacks will continue and they are getting easier to do, ie. ransonware as-service-attack." "This is only going to get worse." "Nation states are also involved, and it's very hard to keep up."

21:15 -- Where does cybersecurity fit in board committees? Audit committees vs special cybersecurity committees and full board discussions.

25:05 -- On cybersecurity experts on boards. "It's important to have someone on your board who has a reasonable technical understanding of what the CISO and/or CIO is talking about re cybersecurity (ability to translate technical discussion to board level discussion.)" It's different to raw technology expertise. "Why wouldn't you have someone in the room with cybersecurity expertise (when the cybersecurity risk is so high)?"

28:39 -- On cybersecurity challenges going forward. 1) Nation-state risks (ie Russia, China, North Korea, Iran), 2) AI risks (ie. using certain automated AI-based coding could insert malicious code into software source-code).

34:30 -- On staying updated on the latest cybersecurity threats. Recommended experts: Bob Zukis from the Digital Directors Network (he was guest speaker on my E81 of the Boardroom Governance Podcast) and Ed Amoroso with Tag Cyber / NYU. You should also pay attention to the Cybersecurity & Infrastructure Security Agency (CISA). *Other sources:

37:41 -- On the enhanced duties of directors in the market downcycle. "Innovation will continue despite the economic crisis." "The pendulum swings back and forth, and there will be a recovery."

42:28 -- On the increasing geopolitical risks with China and how boards should approach this "decoupling" or "de-risking". "As a board member, this is a risk issue and it has to be managed and mitigated."

47:56 --  The books that have greatly influenced her life: 

  1. A Tree Grows in Brooklyn, by Betty Smith (1943)
  2. Let My People Go Surfing, by Yvon Chouinard (2006)
  3. The Outsiders, by William N. Thorndike Jr. (2012)

51:04 -- Her mentors, and what she learned from them. 

  1. Her Father
  2. Judy Estrin (a networking technology pioneer and Silicon Valley leader)

54:55 --  Quotes she thinks of often or lives his life by: "The best way out is always through." (Robert Frost)

56:20 --   An unusual habit or an absurd thing that she loves: Bird watching (influenced by her husband).

58:14 --   The person she most admires: Ruth Bader Ginsburg.

Bethany Mayer is a Silicon Valley-based corporate director with 30 years of experience in general management, marketing, product development and operations. She previously held executive roles at HP, Cisco, Blue Coat, Apple, and start-ups. Bethany has served on several public and private company boards, including at Ixia, Pulse Secure and Marvell Semiconductor. She currently serves as the Chair of the Board of Box, and is a director at Sempra Energy, Ambri and Lam Research.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 8 May 2023 12:37:30 +0000 evan.epstein@pacificaglobal.com (Bethany Mayer, Evan Epstein) https://boardroom-governance.com/episodes/bethany-mayer-WN6ulbx4 0:00 -- Intro.

1:35 -- Start of interview.

2:15 -- Bethany's "origin story".

3:35 -- Her experience working at Lockheed Martin.

5:55-- Her transition to Apple Computer, Cisco, startups in networking technologies and Blue Coat.

8:17 -- Her time at HP, where ended running the Networking division.

8:55 -- Her role as CEO of Ixia (later sold to Keysight Technologies for $1.6bn in 2017)

10:17 -- On her board journey. Her first public company experience with Ixia, under the mentorship of Chairman Errol Ginsberg.

11:07 -- Her experience serving on the board of Sempra Energy and as an Executive Advisor with Siris Capital (a PE firm). Her board positions with Box, Marvell Semiconductor and Lam Research.

13:38 -- On her decision to complete a Masters Program in Cybersecurity Risk and Strategy from NYU: "to be a good board member in this area [in addition to technical issues] you need to understand issues related to technology, law, regulation and governance."

17:09 -- The current cybersecurity landscape from the board's perspective. "Over the last ~10+ years, the incidence, frequency, sophistication and damage of cybersecurity breaches  has continued to significantly escalate." "For companies, it has been very costly (examples: Equifax, Target, Home Depot, Colonial Pipelines, Solar Winds, etc.)" "The attacks will continue and they are getting easier to do, ie. ransonware as-service-attack." "This is only going to get worse." "Nation states are also involved, and it's very hard to keep up."

21:15 -- Where does cybersecurity fit in board committees? Audit committees vs special cybersecurity committees and full board discussions.

25:05 -- On cybersecurity experts on boards. "It's important to have someone on your board who has a reasonable technical understanding of what the CISO and/or CIO is talking about re cybersecurity (ability to translate technical discussion to board level discussion.)" It's different to raw technology expertise. "Why wouldn't you have someone in the room with cybersecurity expertise (when the cybersecurity risk is so high)?"

28:39 -- On cybersecurity challenges going forward. 1) Nation-state risks (ie Russia, China, North Korea, Iran), 2) AI risks (ie. using certain automated AI-based coding could insert malicious code into software source-code).

34:30 -- On staying updated on the latest cybersecurity threats. Recommended experts: Bob Zukis from the Digital Directors Network (he was guest speaker on my E81 of the Boardroom Governance Podcast) and Ed Amoroso with Tag Cyber / NYU. You should also pay attention to the Cybersecurity & Infrastructure Security Agency (CISA). *Other sources:

37:41 -- On the enhanced duties of directors in the market downcycle. "Innovation will continue despite the economic crisis." "The pendulum swings back and forth, and there will be a recovery."

42:28 -- On the increasing geopolitical risks with China and how boards should approach this "decoupling" or "de-risking". "As a board member, this is a risk issue and it has to be managed and mitigated."

47:56 --  The books that have greatly influenced her life: 

  1. A Tree Grows in Brooklyn, by Betty Smith (1943)
  2. Let My People Go Surfing, by Yvon Chouinard (2006)
  3. The Outsiders, by William N. Thorndike Jr. (2012)

51:04 -- Her mentors, and what she learned from them. 

  1. Her Father
  2. Judy Estrin (a networking technology pioneer and Silicon Valley leader)

54:55 --  Quotes she thinks of often or lives his life by: "The best way out is always through." (Robert Frost)

56:20 --   An unusual habit or an absurd thing that she loves: Bird watching (influenced by her husband).

58:14 --   The person she most admires: Ruth Bader Ginsburg.

Bethany Mayer is a Silicon Valley-based corporate director with 30 years of experience in general management, marketing, product development and operations. She previously held executive roles at HP, Cisco, Blue Coat, Apple, and start-ups. Bethany has served on several public and private company boards, including at Ixia, Pulse Secure and Marvell Semiconductor. She currently serves as the Chair of the Board of Box, and is a director at Sempra Energy, Ambri and Lam Research.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Bethany Mayer: On Cybersecurity Governance, Risk and Strategy. Bethany Mayer, Evan Epstein 01:00:48 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bethany Mayer, a Silicon Valley-based corporate director with 30 years of experience in general management, marketing, product development and operations. She previously held executive roles at HP, Cisco, Blue Coat, Apple, and start-ups. Bethany has served on several public and private company boards, including at Ixia, Pulse Secure and Marvell Semiconductor. She currently serves as the Chair of the board of Box, and is a director at Sempra Energy, Ambri and Lam Research. In this podcast, we talk about her career including her board journey in public and private company boards. We also discuss her focus on cybersecurity matters including the evolution and scope of breaches, and her view on the board’s role in risk management and cybersecurity oversight. We address some of the major cybersecurity challenges going forward, the SEC’s proposal on board expertise in cybersecurity, geopolitical issues and some of the new challenges arising with Artificial Intelligence (AI). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bethany Mayer, a Silicon Valley-based corporate director with 30 years of experience in general management, marketing, product development and operations. She previously held executive roles at HP, Cisco, Blue Coat, Apple, and start-ups. Bethany has served on several public and private company boards, including at Ixia, Pulse Secure and Marvell Semiconductor. She currently serves as the Chair of the board of Box, and is a director at Sempra Energy, Ambri and Lam Research. In this podcast, we talk about her career including her board journey in public and private company boards. We also discuss her focus on cybersecurity matters including the evolution and scope of breaches, and her view on the board’s role in risk management and cybersecurity oversight. We address some of the major cybersecurity challenges going forward, the SEC’s proposal on board expertise in cybersecurity, geopolitical issues and some of the new challenges arising with Artificial Intelligence (AI). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com board oversight, apple computer, cybersecurity expertise, cisco, corporate governance, hp, board of directors, audit committee, marvell semiconductor, china, box, lam research, blue coat, keysight technologies, board committees, sempra energy, ixia, cybersecurity, geopolitics, siris capital, lockheed martin false full 96 93845489-ff93-4105-8ead-94d823790399 Karen Francis: "An Effective Lead Director Needs to Have Excellent EQ (Emotional Quotient)." 0:00 -- Intro.

2:00 -- Start of interview.

2:28 -- Karen's "origin story".

3:24 -- Her management career at Procter & Gamble, Bain & Co (focusing on property and casualty insurance), Berol, GM, ICG and Ford (where she led the Corporate Venture Capital Group).

11:12 -- Her transition to SF/Bay Area and tech  as CEO of Publicis & Hal Riney and AcademixDirect.

13:23 -- Distinctions between operating in startups and public companies.

14:20 -- On her board journey:

16:57 -- On distinctions between PE-backed and VC-backed company boards (and the role of independent directors in each).

21:00 -- On serving as a director of a SPAC company (and distinctions between SPAC companies and the resulting public company from de-SPAC transactions. She's served on both capacities: with Reid Hoffman's Renivent TechPartners Y and Polestar (joining after it went public via a de-SPAC transaction).

24:34 -- On serving in international company boards.

30:50 -- The challenges and opportunities of the automotive industry's transition to EV. The impact of Tesla and Government incentives.

36:02 -- On the role of Chair and/or lead independent directors. "Fundamentally, the Chair or Lead Independent Director is the CEO's Person."

39:19 -- On the separation of the Chair and CEO roles. 

41:47 -- Her advice on board evaluations.

45:50-- Her take on ESG and the anti-ESG backlash. "The #1 target audience for this work is the employee base." "In today's world, talent is one of the most important and scarce assets that a company has, and any shareholder should care if the company is retaining talent."

51:49 -- The books that have greatly influenced her life: 

  1. The Rise and Fall of Great Powers, by Paul Kennedy (1987)
  2. Her Economics and French books in college.

52:57 -- Her mentors, and what she learned from them. 

  1. John Smale, former CEO of P&G and Chair of GM.
  2. Shelly Zimbler, former head of sales at P&G.

53:56 --  Quotes she thinks of often or lives his life by: "Life is short."

54:58 --   An unusual habit or an absurd thing that he loves: wine making. She owns a winery, Limerick Lane Cellars, in Healdsburg, California.

56:42 -- On the impact of the collapse of SVB in the wine and tech industry.

59:39 --   The living person she most admires: Oprah Winfrey.

Karen C. Francis  is a Silicon Valley based corporate director with a strong track record of successfully building companies and businesses across multiple industries. Karen has deep domain knowledge in the automotive and advertising sectors and has embraced the opportunities that technology disruption is creating globally.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 1 May 2023 12:25:00 +0000 evan.epstein@pacificaglobal.com (Karen Francis, Evan Epstein) https://boardroom-governance.com/episodes/karen-francis-dLEIN_EK 0:00 -- Intro.

2:00 -- Start of interview.

2:28 -- Karen's "origin story".

3:24 -- Her management career at Procter & Gamble, Bain & Co (focusing on property and casualty insurance), Berol, GM, ICG and Ford (where she led the Corporate Venture Capital Group).

11:12 -- Her transition to SF/Bay Area and tech  as CEO of Publicis & Hal Riney and AcademixDirect.

13:23 -- Distinctions between operating in startups and public companies.

14:20 -- On her board journey:

16:57 -- On distinctions between PE-backed and VC-backed company boards (and the role of independent directors in each).

21:00 -- On serving as a director of a SPAC company (and distinctions between SPAC companies and the resulting public company from de-SPAC transactions. She's served on both capacities: with Reid Hoffman's Renivent TechPartners Y and Polestar (joining after it went public via a de-SPAC transaction).

24:34 -- On serving in international company boards.

30:50 -- The challenges and opportunities of the automotive industry's transition to EV. The impact of Tesla and Government incentives.

36:02 -- On the role of Chair and/or lead independent directors. "Fundamentally, the Chair or Lead Independent Director is the CEO's Person."

39:19 -- On the separation of the Chair and CEO roles. 

41:47 -- Her advice on board evaluations.

45:50-- Her take on ESG and the anti-ESG backlash. "The #1 target audience for this work is the employee base." "In today's world, talent is one of the most important and scarce assets that a company has, and any shareholder should care if the company is retaining talent."

51:49 -- The books that have greatly influenced her life: 

  1. The Rise and Fall of Great Powers, by Paul Kennedy (1987)
  2. Her Economics and French books in college.

52:57 -- Her mentors, and what she learned from them. 

  1. John Smale, former CEO of P&G and Chair of GM.
  2. Shelly Zimbler, former head of sales at P&G.

53:56 --  Quotes she thinks of often or lives his life by: "Life is short."

54:58 --   An unusual habit or an absurd thing that he loves: wine making. She owns a winery, Limerick Lane Cellars, in Healdsburg, California.

56:42 -- On the impact of the collapse of SVB in the wine and tech industry.

59:39 --   The living person she most admires: Oprah Winfrey.

Karen C. Francis  is a Silicon Valley based corporate director with a strong track record of successfully building companies and businesses across multiple industries. Karen has deep domain knowledge in the automotive and advertising sectors and has embraced the opportunities that technology disruption is creating globally.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Karen Francis: "An Effective Lead Director Needs to Have Excellent EQ (Emotional Quotient)." Karen Francis, Evan Epstein 01:01:27 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Karen Francis DeGolia, a Silicon Valley-based corporate director with deep domain knowledge in the automotive and advertising sectors. Karen currently serves as Chair of both Vontier, focused on mobility and transportation businesses, and CelLink, a leading manufacturer of High-conductance, large-area flexible circuits for automotive applications. She is deeply engaged in the mobility and transportation technology ecosystem as an independent director for Polestar, the electric vehicle brand spun off from Volvo, plus a number of private-equity and venture-capital funded companies in Silicon Valley. In this podcast, we talk about her career including her board journey in public, private, advisory, non-profit, and international company boards. We address trends from the automotive industry, SPACs, the separation of Chair and CEO roles, and the positive and negative connotations of ESG. We also talk about the collapse of Silicon Valley Bank and its impact in tech and the wine industry. Karen knows the latter sector well since she owns Limerick Lane Cellars, a winery located in Healdsburg, California. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Karen Francis DeGolia, a Silicon Valley-based corporate director with deep domain knowledge in the automotive and advertising sectors. Karen currently serves as Chair of both Vontier, focused on mobility and transportation businesses, and CelLink, a leading manufacturer of High-conductance, large-area flexible circuits for automotive applications. She is deeply engaged in the mobility and transportation technology ecosystem as an independent director for Polestar, the electric vehicle brand spun off from Volvo, plus a number of private-equity and venture-capital funded companies in Silicon Valley. In this podcast, we talk about her career including her board journey in public, private, advisory, non-profit, and international company boards. We address trends from the automotive industry, SPACs, the separation of Chair and CEO roles, and the positive and negative connotations of ESG. We also talk about the collapse of Silicon Valley Bank and its impact in tech and the wine industry. Karen knows the latter sector well since she owns Limerick Lane Cellars, a winery located in Healdsburg, California. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com telenav, vontier, limerick wine cellars, boards, volvo, electric vehicles, procter & gamble, board of directors, wine, tpg global, chair of the board, reinvent techpartners y, tesla, automotive industry, autonation, spacs, gm, lead independent director, ford, ev, metawave, polester, esg, wind river, board evaluations, silicon valley false full 95 c0d23e96-8bd5-44ea-ad9e-1aaacb3797aa Alan Jagolinzer: "Having a Holistic Approach to Information is Critical." 0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Alan's "origin story".

2:43 -- On his background as a U.S. Air Force pilot.

4:42 -- On the evolution of his academic career, including at and Stanford GSB and U. of Colorado Boulder.

7:01 -- On his Professorship at Cambridge Judge Business School and his role as Co-Director of the Centre for Financial Reporting and Accountability.

9:16 -- About the Cambridge Disinformation Summit, on July 27-28, 2023. "I would characterize fraud and greenwashing as disinformation." The difference between disinformation and misinformation.

14:49-- His research on fraud is based mostly on public markets  (because public market data is more available than private market data).

18:18 -- On ESG, anti-ESG and (the accounting and auditing of) greenwashing. On creation of the Cambridge Executive Master of Accounting to focus on some of these emerging matters.

24:36 -- Challenges of ESG Ratings. "Despite the fact that it is challenging to measure, I think it's still worth engaging in it."

30:24 -- On the SVB collapse, and its accounting/financial reporting issues.

37:03 -- On geopolitics, the "uncoupling"/"re-balancing" of US/EU and China and the broader geopolitical landscape. "This is the highest geopolitical risk environment that I've ever lived through." 

39:00 -- On microtargeting, and research by his colleague David Stillwell, the director of the Cambridge Psychometrics Centre.

40:25 -- On the challenges with TikTok.

42:12 -- On the disinformation challenges of Artificial Intelligence (AI).

44:35 -- On the SEC amendments to modernize Rule 10b5-1 insider trading plans and related disclosures.

47:58 -- Final take-aways for corporate directors: "You need to be paying attention to the information environment, more than just PR." "Your company is a both a political actor and a political target." "Having a Holistic Approach to Information is Critical."

50:03 -- The (recent) books that have greatly influenced his life: 

  1. Power, by Jeffrey Pfeffer (2010)
  2. Corruptible, by Brian Klaas (2021)
  3. Foolproof, by Sander Van Der Linden (2023)

52:19 -- His mentors, and what he learned from them. 

  1. Annette Beatty, Professor Fisher College of Business at Ohio State University.
  2. Joe Olenoski and Peggy Carnahan, (USAF retired)
  3. Greg Russo, USAF Captain during his pilot training.

54:00 --  Quotes he thinks of often or lives his life by: "The Absence of Negative is Positive." 

54:50--   An unusual habit or an absurd thing that he loves: he has watched every single episode of The Bachelor and Survivor franchises (including Australian Survivor). "It's a huge social manipulation game."

56:12 --   The living person he most admires: "I sadly don't have an answer. I am waiting for some personality to start building community again."

Alan Jagolinzer is a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives.

__

 You can follow Alan on social media at:

Twitter: @jagolinzer

LinkedIn: https://www.linkedin.com/in/jagolinzer/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 24 Apr 2023 12:20:00 +0000 evan.epstein@pacificaglobal.com (Alan Jagolinzer, Evan Epstein) https://boardroom-governance.com/episodes/alan-jagolinzer-KGo4BIRQ 0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Alan's "origin story".

2:43 -- On his background as a U.S. Air Force pilot.

4:42 -- On the evolution of his academic career, including at and Stanford GSB and U. of Colorado Boulder.

7:01 -- On his Professorship at Cambridge Judge Business School and his role as Co-Director of the Centre for Financial Reporting and Accountability.

9:16 -- About the Cambridge Disinformation Summit, on July 27-28, 2023. "I would characterize fraud and greenwashing as disinformation." The difference between disinformation and misinformation.

14:49-- His research on fraud is based mostly on public markets  (because public market data is more available than private market data).

18:18 -- On ESG, anti-ESG and (the accounting and auditing of) greenwashing. On creation of the Cambridge Executive Master of Accounting to focus on some of these emerging matters.

24:36 -- Challenges of ESG Ratings. "Despite the fact that it is challenging to measure, I think it's still worth engaging in it."

30:24 -- On the SVB collapse, and its accounting/financial reporting issues.

37:03 -- On geopolitics, the "uncoupling"/"re-balancing" of US/EU and China and the broader geopolitical landscape. "This is the highest geopolitical risk environment that I've ever lived through." 

39:00 -- On microtargeting, and research by his colleague David Stillwell, the director of the Cambridge Psychometrics Centre.

40:25 -- On the challenges with TikTok.

42:12 -- On the disinformation challenges of Artificial Intelligence (AI).

44:35 -- On the SEC amendments to modernize Rule 10b5-1 insider trading plans and related disclosures.

47:58 -- Final take-aways for corporate directors: "You need to be paying attention to the information environment, more than just PR." "Your company is a both a political actor and a political target." "Having a Holistic Approach to Information is Critical."

50:03 -- The (recent) books that have greatly influenced his life: 

  1. Power, by Jeffrey Pfeffer (2010)
  2. Corruptible, by Brian Klaas (2021)
  3. Foolproof, by Sander Van Der Linden (2023)

52:19 -- His mentors, and what he learned from them. 

  1. Annette Beatty, Professor Fisher College of Business at Ohio State University.
  2. Joe Olenoski and Peggy Carnahan, (USAF retired)
  3. Greg Russo, USAF Captain during his pilot training.

54:00 --  Quotes he thinks of often or lives his life by: "The Absence of Negative is Positive." 

54:50--   An unusual habit or an absurd thing that he loves: he has watched every single episode of The Bachelor and Survivor franchises (including Australian Survivor). "It's a huge social manipulation game."

56:12 --   The living person he most admires: "I sadly don't have an answer. I am waiting for some personality to start building community again."

Alan Jagolinzer is a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives.

__

 You can follow Alan on social media at:

Twitter: @jagolinzer

LinkedIn: https://www.linkedin.com/in/jagolinzer/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Alan Jagolinzer: "Having a Holistic Approach to Information is Critical." Alan Jagolinzer, Evan Epstein 00:59:34 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alan Jagolinzer, a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives. Before joining Cambridge, Alan was an Associate Professor of Accounting at the University of Colorado-Boulder, and at Stanford's Graduate School of Business. He was also a Fellow of the International Accounting Standards Board, London. In this podcast, we talk about the Disinformation Summit that he’s organizing at Cambridge on July 27-28, 2023, the increasing politicization and polarization of corporate governance, ESG, and geopolitics in the boardroom. We also address the accounting/financial reporting issues involved in the collapse of SVB, the increasing impact of AI in society, and the latest amendments to Rule 10b5-1 trading plans We finally address some take-aways for corporate directors in the current (volatile) environment. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alan Jagolinzer, a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives. Before joining Cambridge, Alan was an Associate Professor of Accounting at the University of Colorado-Boulder, and at Stanford's Graduate School of Business. He was also a Fellow of the International Accounting Standards Board, London. In this podcast, we talk about the Disinformation Summit that he’s organizing at Cambridge on July 27-28, 2023, the increasing politicization and polarization of corporate governance, ESG, and geopolitics in the boardroom. We also address the accounting/financial reporting issues involved in the collapse of SVB, the increasing impact of AI in society, and the latest amendments to Rule 10b5-1 trading plans We finally address some take-aways for corporate directors in the current (volatile) environment. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com cambridge executive master of accounting, tiktok, corporate governance, cambridge centre for financial reporting & accountability, accounting, silicon valley bank, artificial intelligence, cambridge disinformation summit, university of colorado boulder, china, disinformation, insider trading, financial reporting, fraud, rule 10b5-1, accountability, stanford gsb, cambridge university, microtargeting, ai, misinformation, greenwashing, cambridge judge business school, sec, anti-esg, svb, esg, securities regulation, u.s. air force false full 94 ed716159-efdb-4967-8810-1366fd062919 Penny Herscher: "The Chair of the Board has to Exercise Leadership by Listening rather than by Speaking." 0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Penny's "origin story".

3:38 -- Her experience as CEO of Simplex including its IPO (2001) and later sale (2002).

6:32 -- Her experience as CEO of FirstRain.

7:57 -- On her board journey. Public boards (past and present): Rambus, JDSU, Faurecia (France), Lumentum, Smart Global, Forvia, Embarck Trucks. Private tech software company boards: Delphix and Modern Health.

9:17 -- On distinctions between private and public boards. "A private VC-backed board is much more of a heavy lift than a public board... it's very interesting and you may not get paid [because it's based on stock]."

13:35-- On serving as an independent director in a private VC-backed company during the down-cycle. How VCs are reacting. "It's better to take a lower valuation from a high-quality strategic individual than it is to chase the highest valuation because a bad investor will hurt you faster than anything else."

16:00 -- On serving as Chair of public companies. "The biggest difference [between Chair and other directors] is that as Chair, you are the last to speak. It's really important to know that the role of the Chair is [to seek] the high quality functioning of the board and the participation of all the directors, not to share your opinion." "Leadership by listening rather than by speaking."

18:12 -- On the separation of Chair and CEO roles. "It's really important that you really do have an independent board."

20:29 -- On dual-class stock and founder control. "The benefit of dual-class stock with the benefit of a good founder is clarity of the strategy [preventing distraction]." "But there is a trade-off."

23:35 -- On the role of the board in strategy and innovation. "You have to create a culture to challenge at the board level."

26:30 -- Her take on ESG and the anti-ESG backlash. "I'm very pro-ESG, particularly E." "You have to have courage to lead." 

33:33 -- On geopolitics and tensions with China. "We need more of a balancing than a decoupling (which is naive and unhealthy)." "The US has a complete chokehold on China for semiconductor manufacturing." "The semiconductor equipment comes from the US and Holland, and the software to design chips comes from California (dominated by two companies: Synopsis and Cadence)."

39:06 -- On the transition to EVs in the automotive industry.

40:38 -- On the evolution of boardroom diversity. "The California laws (SB-826 and AB-979), whether constitutional or not, brought great momentum for more board diversity."

42:59 -- On her experience serving on French (and EU) company boards (which have board diversity quotas and union representatives on the board).

47:55 -- How the automotive industry will change through technology and innovation. 

50:24 -- The books that have greatly influenced her life (in this case, these books re-wired her brain on European history): 

  1. From the Holy Mountain, by William Dalrymple (1997)
  2. The Silk Roads, a New History of the World, by Peter Frankopan (2015)

52:10 -- Her mentors, and what she learned from them. 

  1. Harvey Jones, former CEO of Synopsis. "the power of the great strategy."

53:40 -- On founders or CEOs transitioning to the Chair role of the board. "I think it really depends on the founder."

56:00 --  Quotes she thinks of often or lives his life by: "Damn the torpedoes, full speed ahead." 

56:30 --   An unusual habit or an absurd thing that he loves: She loves the city of Rome.

57:13 -- On the differences between the US and the UK/EU from a professional and cultural perspective. "As a woman, I couldn't imagine working in Europe in the 1980s or 1990s, and having any kind of career." "California is the best employment environment in the world for women in tech." "But to your general question: I would like to work in California and live in Europe."

58:22 --   The living person he most admires: her father.

Penny Herscher serves on four public company boards: Lumentum, SGH (Smart Global), Embark Trucks and Forvia SA and two private company boards, Delphix and Modern Health. She was President & CEO of two technology companies, Simplex and FirstRain, over the last 25 years. She is an experienced technology CEO, based in Silicon Valley, who took her first company, Simplex Solutions, public and then sold it to Cadence Design Systems in 2002. She sold her second company, FirstRain, to Ignite Technologies in 2017. Prior to Simplex, Penny was a member of the executive leadership team at Synopsys, through the IPO, on the way to becoming the #1 EDA company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Apr 2023 12:25:00 +0000 evan.epstein@pacificaglobal.com (Penny Herscher, Evan Epstein) https://boardroom-governance.com/episodes/penny-herscher-tqOSDyNe 0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Penny's "origin story".

3:38 -- Her experience as CEO of Simplex including its IPO (2001) and later sale (2002).

6:32 -- Her experience as CEO of FirstRain.

7:57 -- On her board journey. Public boards (past and present): Rambus, JDSU, Faurecia (France), Lumentum, Smart Global, Forvia, Embarck Trucks. Private tech software company boards: Delphix and Modern Health.

9:17 -- On distinctions between private and public boards. "A private VC-backed board is much more of a heavy lift than a public board... it's very interesting and you may not get paid [because it's based on stock]."

13:35-- On serving as an independent director in a private VC-backed company during the down-cycle. How VCs are reacting. "It's better to take a lower valuation from a high-quality strategic individual than it is to chase the highest valuation because a bad investor will hurt you faster than anything else."

16:00 -- On serving as Chair of public companies. "The biggest difference [between Chair and other directors] is that as Chair, you are the last to speak. It's really important to know that the role of the Chair is [to seek] the high quality functioning of the board and the participation of all the directors, not to share your opinion." "Leadership by listening rather than by speaking."

18:12 -- On the separation of Chair and CEO roles. "It's really important that you really do have an independent board."

20:29 -- On dual-class stock and founder control. "The benefit of dual-class stock with the benefit of a good founder is clarity of the strategy [preventing distraction]." "But there is a trade-off."

23:35 -- On the role of the board in strategy and innovation. "You have to create a culture to challenge at the board level."

26:30 -- Her take on ESG and the anti-ESG backlash. "I'm very pro-ESG, particularly E." "You have to have courage to lead." 

33:33 -- On geopolitics and tensions with China. "We need more of a balancing than a decoupling (which is naive and unhealthy)." "The US has a complete chokehold on China for semiconductor manufacturing." "The semiconductor equipment comes from the US and Holland, and the software to design chips comes from California (dominated by two companies: Synopsis and Cadence)."

39:06 -- On the transition to EVs in the automotive industry.

40:38 -- On the evolution of boardroom diversity. "The California laws (SB-826 and AB-979), whether constitutional or not, brought great momentum for more board diversity."

42:59 -- On her experience serving on French (and EU) company boards (which have board diversity quotas and union representatives on the board).

47:55 -- How the automotive industry will change through technology and innovation. 

50:24 -- The books that have greatly influenced her life (in this case, these books re-wired her brain on European history): 

  1. From the Holy Mountain, by William Dalrymple (1997)
  2. The Silk Roads, a New History of the World, by Peter Frankopan (2015)

52:10 -- Her mentors, and what she learned from them. 

  1. Harvey Jones, former CEO of Synopsis. "the power of the great strategy."

53:40 -- On founders or CEOs transitioning to the Chair role of the board. "I think it really depends on the founder."

56:00 --  Quotes she thinks of often or lives his life by: "Damn the torpedoes, full speed ahead." 

56:30 --   An unusual habit or an absurd thing that he loves: She loves the city of Rome.

57:13 -- On the differences between the US and the UK/EU from a professional and cultural perspective. "As a woman, I couldn't imagine working in Europe in the 1980s or 1990s, and having any kind of career." "California is the best employment environment in the world for women in tech." "But to your general question: I would like to work in California and live in Europe."

58:22 --   The living person he most admires: her father.

Penny Herscher serves on four public company boards: Lumentum, SGH (Smart Global), Embark Trucks and Forvia SA and two private company boards, Delphix and Modern Health. She was President & CEO of two technology companies, Simplex and FirstRain, over the last 25 years. She is an experienced technology CEO, based in Silicon Valley, who took her first company, Simplex Solutions, public and then sold it to Cadence Design Systems in 2002. She sold her second company, FirstRain, to Ignite Technologies in 2017. Prior to Simplex, Penny was a member of the executive leadership team at Synopsys, through the IPO, on the way to becoming the #1 EDA company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Penny Herscher: "The Chair of the Board has to Exercise Leadership by Listening rather than by Speaking." Penny Herscher, Evan Epstein 01:00:05 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Penny Herscher, a Silicon Valley-based tech executive and corporate director. Before transitioning to full time board work, she was the CEO of tech firms Simplex and FirstRain having previously served in firms such as Cadence, Synopis, Daisy Systems and Texas Instruments. Penny has served on several public and private company boards including Rambus, Pros and Verint, and is currently the Chair of the Board of Lumentum, Embark Trucks and Smart Global. She also serves as a director at Delphix, ModernHealth and French-based automated technology group Forvia. In this podcast, we talk about her career including her experience serving on public, private and international boards. We address several corporate governance hot topics including distinctions between serving in private venture backed boards vs. public boards, founder control and dual class share structures, separation of Chair and CEO positions, and the role of the board in strategy and innovation. We also talk about ESG, geopolitics and board diversity, among many other relevant topics for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Penny Herscher, a Silicon Valley-based tech executive and corporate director. Before transitioning to full time board work, she was the CEO of tech firms Simplex and FirstRain having previously served in firms such as Cadence, Synopis, Daisy Systems and Texas Instruments. Penny has served on several public and private company boards including Rambus, Pros and Verint, and is currently the Chair of the Board of Lumentum, Embark Trucks and Smart Global. She also serves as a director at Delphix, ModernHealth and French-based automated technology group Forvia. In this podcast, we talk about her career including her experience serving on public, private and international boards. We address several corporate governance hot topics including distinctions between serving in private venture backed boards vs. public boards, founder control and dual class share structures, separation of Chair and CEO positions, and the role of the board in strategy and innovation. We also talk about ESG, geopolitics and board diversity, among many other relevant topics for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com board journey, evs, semiconductors, delphix, dual class stock, synopsis, separation chair and ceo roles, europe, strategy, faurecia, simplex, private venture-backed companies, chair of the board, china, venture capital, disruption, embarck trucks, lumentum, french companies, modern health, automotive industry, cadence, firstrain, dei, founder stock, jdsu, vc, anti-esg, geopolitics, smart global, esg, boardroom diversity, forvia, innovation, rambus, silicon valley, boards of directors true full 93 a18c2653-4d47-4cdc-951e-6d2e2535673f Paul Washington: "The Roles of the Board in the Era of ESG and Stakeholder Capitalism." 0:00 -- Intro.

2:00 -- Start of interview.

2:36 -- Paul's "origin story".

4:13 -- On the SVB collapse and current banking crisis.

8:04 -- On his time as a senior executive and corporate secretary at Time Warner (20 years).

11:28 -- About The Conference Board (founded in 1916) and his role as the Executive Director of its ESG Center (founded in 2019).

14:15 -- About their recent article “The Roles of the Board in the Era of ESG and Stakeholder Capitalism” (Feb, 2023). Focus on "the whom" (stakeholders) and "the what" (ESG).

18:40 -- Paul's take on the BRT Restatement of the Purpose of the Corporation (2019) and corporate directors' fiduciary duties under Delaware law.

23:51 -- On improving board evaluations.

27:54 -- Enhancing Board Information and Stakeholder Engagement in the Era of ESG and Stakeholder Capitalism.

30:03 -- Optimizing Board Composition, Structure, and Capabilities in the Era of ESG and Stakeholder Capitalism. "The leadership of your board is more critical than ever."

33:50 -- Incorporating ESG and Stakeholder Interests into Board Business Decisions. 

36:02 -- The dangers of greenwashing. "ESG does not eliminate the business cycle."

40:02 -- On the "anti-ESG" backlash. "I would breakdown ESG backlash (resistance) into three components: 1) Healthy skepticism, 2) Philosophical or ideological opposition (the Milton Friedman stance), and 3) Opportunistic opposition: making ESG part of the culture wars: calling it "woke" or "elitist". 

"But if the question is re-framed as a question of economic opportunity, fairness and security (the #1 social issues for CEOs per TCB research). That's how you de-fang the opposition." "How can you be against the G in ESG? Do you really want bad governance? No."

44:41-- On large asset managers passing-through voting power to beneficial owners. 

48:00-- On geopolitics in the boardroom. "Boards need to do scenario planning."

51:30 -- The books that have greatly influenced his life: 

  1. He doesn't read biographies. He likes to read primary documents: other peoples' mail, letters and diaries. 

53:57 -- His mentors, and what he learned from them ("in a meeting, park your ego at the door"). 

  1. Judge David Tatel (DC Circuit)
  2. Justice David Souter (US Supreme Court)
  3. Dick Parsons (ex CEO of Time Warner)
  4. Jeff Bewkes (ex Chairman and CEO of Time Warner)
  5. Stan Lundine (former Lieutenant Governor of NY)

55:31 --  Quotes he thinks of often or lives his life by: "I wish to be useful, and every kind of service necessary to the public good becomes honorable by being necessary." ~ Nathan Hale.

56:42 --   An unusual habit or an absurd thing that he loves: "British murder mysteries."

57:30 --   The living person he most admires: his 7-year old son Jacob.

Paul Washington has led The Conference Board ESG Center, a US-based nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. Before joining The ESG Center, he served for nearly 20 years as an executive at Time Warner Inc., including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO.

__

 You can follow The Conference Board on social media at:

Twitter: @Conferenceboard

LinkedIn: https://www.linkedin.com/company/the-conference-board/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Apr 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Paul Washington, Evan Epstein) https://boardroom-governance.com/episodes/paul-washington-Mhb4aqjb 0:00 -- Intro.

2:00 -- Start of interview.

2:36 -- Paul's "origin story".

4:13 -- On the SVB collapse and current banking crisis.

8:04 -- On his time as a senior executive and corporate secretary at Time Warner (20 years).

11:28 -- About The Conference Board (founded in 1916) and his role as the Executive Director of its ESG Center (founded in 2019).

14:15 -- About their recent article “The Roles of the Board in the Era of ESG and Stakeholder Capitalism” (Feb, 2023). Focus on "the whom" (stakeholders) and "the what" (ESG).

18:40 -- Paul's take on the BRT Restatement of the Purpose of the Corporation (2019) and corporate directors' fiduciary duties under Delaware law.

23:51 -- On improving board evaluations.

27:54 -- Enhancing Board Information and Stakeholder Engagement in the Era of ESG and Stakeholder Capitalism.

30:03 -- Optimizing Board Composition, Structure, and Capabilities in the Era of ESG and Stakeholder Capitalism. "The leadership of your board is more critical than ever."

33:50 -- Incorporating ESG and Stakeholder Interests into Board Business Decisions. 

36:02 -- The dangers of greenwashing. "ESG does not eliminate the business cycle."

40:02 -- On the "anti-ESG" backlash. "I would breakdown ESG backlash (resistance) into three components: 1) Healthy skepticism, 2) Philosophical or ideological opposition (the Milton Friedman stance), and 3) Opportunistic opposition: making ESG part of the culture wars: calling it "woke" or "elitist". 

"But if the question is re-framed as a question of economic opportunity, fairness and security (the #1 social issues for CEOs per TCB research). That's how you de-fang the opposition." "How can you be against the G in ESG? Do you really want bad governance? No."

44:41-- On large asset managers passing-through voting power to beneficial owners. 

48:00-- On geopolitics in the boardroom. "Boards need to do scenario planning."

51:30 -- The books that have greatly influenced his life: 

  1. He doesn't read biographies. He likes to read primary documents: other peoples' mail, letters and diaries. 

53:57 -- His mentors, and what he learned from them ("in a meeting, park your ego at the door"). 

  1. Judge David Tatel (DC Circuit)
  2. Justice David Souter (US Supreme Court)
  3. Dick Parsons (ex CEO of Time Warner)
  4. Jeff Bewkes (ex Chairman and CEO of Time Warner)
  5. Stan Lundine (former Lieutenant Governor of NY)

55:31 --  Quotes he thinks of often or lives his life by: "I wish to be useful, and every kind of service necessary to the public good becomes honorable by being necessary." ~ Nathan Hale.

56:42 --   An unusual habit or an absurd thing that he loves: "British murder mysteries."

57:30 --   The living person he most admires: his 7-year old son Jacob.

Paul Washington has led The Conference Board ESG Center, a US-based nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. Before joining The ESG Center, he served for nearly 20 years as an executive at Time Warner Inc., including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO.

__

 You can follow The Conference Board on social media at:

Twitter: @Conferenceboard

LinkedIn: https://www.linkedin.com/company/the-conference-board/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Paul Washington: "The Roles of the Board in the Era of ESG and Stakeholder Capitalism." Paul Washington, Evan Epstein 00:59:31 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Paul Washington, the Executive Director of The Conference Board ESG Center, a nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. The Conference Board itself was founded in 1916 and has led the effort to ensure that a more prosperous, resilient world emerges from difficult times by providing Trusted Insights for What's Ahead. Before joining the ESG Center at The Conference Board, Paul served for nearly 20 years as an executive at Time Warner, including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO. Paul has also served on over two dozen boards of cultural, civic, and professional nonprofit organizations, including as the former Chairman of the Society for Corporate Governance. He also served as an adjunct professor at Fordham Law School where he taught corporate governance for over a decade and later served as a Resident Fellow. In this podcast, we discuss some of the key insights from a recent publication from The Conference Board called “The Role of the Board in the Era of ESG and Stakeholder Capitalism.” We also tackle some current trends, including SVB and the banking crisis, the politicization of ESG and the different types of “anti-ESG” backlashes. In addition, we address pass-through voting practices at large institutional investors, geopolitics in the boardroom, and other relevant insights for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Paul Washington, the Executive Director of The Conference Board ESG Center, a nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. The Conference Board itself was founded in 1916 and has led the effort to ensure that a more prosperous, resilient world emerges from difficult times by providing Trusted Insights for What's Ahead. Before joining the ESG Center at The Conference Board, Paul served for nearly 20 years as an executive at Time Warner, including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO. Paul has also served on over two dozen boards of cultural, civic, and professional nonprofit organizations, including as the former Chairman of the Society for Corporate Governance. He also served as an adjunct professor at Fordham Law School where he taught corporate governance for over a decade and later served as a Resident Fellow. In this podcast, we discuss some of the key insights from a recent publication from The Conference Board called “The Role of the Board in the Era of ESG and Stakeholder Capitalism.” We also tackle some current trends, including SVB and the banking crisis, the politicization of ESG and the different types of “anti-ESG” backlashes. In addition, we address pass-through voting practices at large institutional investors, geopolitics in the boardroom, and other relevant insights for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder capitalism, svb collapse, corporate governance, business roundtable restatement, corporate law, esg center the conference board, corporate secretary, china, environmental social & governance, time warner, corporate purpose, pass through voting power, the conference board, shareholder engagement, greenwashing, blackrock, anti-esg, geopolitics, esg, board evaluations, boards of directors false full 92 b96610ff-a609-4d96-ab6f-336198293715 Stephen Bainbridge: "The Profit Motive: Defending Shareholder Value Maximization." 0:00 -- Intro.

1:35 -- Start of interview.

4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.

9:23 -- His take on why we should care about corporate purpose.

13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 

16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."

20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]

26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.

31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.

35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 

42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."

44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."

51:57 -- On the compliance industry.  The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."

53:50 -- On large asset managers passing-through voting power to beneficial owners.  "I'm deeply skeptical."

55:44 -- The books that have greatly influenced his life: 

  1. Mere Christianity, by C.S. Lewis (1952)
  2. Insider Trading and the Stock Market, by Henry G. Manne (1966)
  3. Fundamentals of Corporation Law, by Michael Dooley (1995)

56:07 -- His mentors, and what he learned from them. 

  1. Michael Dooley, who taught at the University of Virginia School of Law.

56:48 --  Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]

57:07 --   An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.

57:46 --   The living person he most admires: Bishop Robert Barron.

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.

__

 You can follow Stephen on social media at:

Twitter: @PrawfBainbridge

Blog: https://www.professorbainbridge.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 3 Apr 2023 12:30:00 +0000 evan.epstein@pacificaglobal.com (Stephen Bainbridge, Evan Epstein) https://boardroom-governance.com/episodes/stephen-bainbridge-xRHRE_MA 0:00 -- Intro.

1:35 -- Start of interview.

4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.

9:23 -- His take on why we should care about corporate purpose.

13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 

16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."

20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]

26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.

31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.

35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 

42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."

44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."

51:57 -- On the compliance industry.  The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."

53:50 -- On large asset managers passing-through voting power to beneficial owners.  "I'm deeply skeptical."

55:44 -- The books that have greatly influenced his life: 

  1. Mere Christianity, by C.S. Lewis (1952)
  2. Insider Trading and the Stock Market, by Henry G. Manne (1966)
  3. Fundamentals of Corporation Law, by Michael Dooley (1995)

56:07 -- His mentors, and what he learned from them. 

  1. Michael Dooley, who taught at the University of Virginia School of Law.

56:48 --  Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]

57:07 --   An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.

57:46 --   The living person he most admires: Bishop Robert Barron.

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.

__

 You can follow Stephen on social media at:

Twitter: @PrawfBainbridge

Blog: https://www.professorbainbridge.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Stephen Bainbridge: "The Profit Motive: Defending Shareholder Value Maximization." Stephen Bainbridge, Evan Epstein 00:59:28 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stephen Bainbridge, the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions. In this podcast, we talk about his latest book, called “The Profit Motive: Defending Shareholder Value Maximization” where he addresses questions of corporate purpose using historical, legal, and economic perspectives. The book offers context for the current debates on corporate purpose, ESG and argues that shareholder value maximization is not only required by law, but what the law ought to require. We also discuss other corporate governance topics, including the SVB collapse and the ongoing financial crisis, the McDonald’s case and the expansion of Caremark duties for directors and officers. We also talk about public benefit corporations, the rise of compliance in the corporate context and pass-through voting by large asset managers. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stephen Bainbridge, the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions. In this podcast, we talk about his latest book, called “The Profit Motive: Defending Shareholder Value Maximization” where he addresses questions of corporate purpose using historical, legal, and economic perspectives. The book offers context for the current debates on corporate purpose, ESG and argues that shareholder value maximization is not only required by law, but what the law ought to require. We also discuss other corporate governance topics, including the SVB collapse and the ongoing financial crisis, the McDonald’s case and the expansion of Caremark duties for directors and officers. We also talk about public benefit corporations, the rise of compliance in the corporate context and pass-through voting by large asset managers. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com profit motive, public benefit corporations, shareholder activism, shareholder value, institutional investors, caremark duties, diversity on boards, fiduciary duties, silicon valley bank, business roundtable restatement, etsy, environmental social & governance, ucla, mcdonald's case, ucla school of law, corporate purpose, pass through voting power, pbcs, credit suisse, shareholder value maximization, svb, directors' duties, esg, compliance false full 91 86110e57-d46d-471e-8232-038dd41107a5 Lawrence Cunningham: "Amid Heightened Uncertainty, Directors Should Expect To Be Second Guessed." 0:00 -- Intro.

1:51 -- Start of interview.

2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown’s New York office. His writings in Mayer Brown's Across the Board's blog.

4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. 

9:02 --  Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareholders.

14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.

18:59 -- On the politicization of ESG, and Delaware's approach: "directors’ fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.) 

25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG.  But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.

27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."

30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies. 

In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."

36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.

40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."

46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."

50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."

Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

__

 You can follow Larry on social media at:

Twitter: @CunninghamProf

LinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 27 Mar 2023 12:36:20 +0000 evan.epstein@pacificaglobal.com (Lawrence Cunningham, Evan Epstein) https://boardroom-governance.com/episodes/lawrence-cunningham-ii-_9Wy4cMP 0:00 -- Intro.

1:51 -- Start of interview.

2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown’s New York office. His writings in Mayer Brown's Across the Board's blog.

4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. 

9:02 --  Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareholders.

14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.

18:59 -- On the politicization of ESG, and Delaware's approach: "directors’ fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.) 

25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG.  But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.

27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."

30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies. 

In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."

36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.

40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."

46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."

50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."

Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

__

 You can follow Larry on social media at:

Twitter: @CunninghamProf

LinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Lawrence Cunningham: "Amid Heightened Uncertainty, Directors Should Expect To Be Second Guessed." Lawrence Cunningham, Evan Epstein 00:52:29 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Larry Cunningham, a Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices where he advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations. Larry is the Henry St. George Tucker III Research Professor of Law emeritus at George Washington University. This is his second appearance on my podcast, the first time was on E36 in June of 2021. In this podcast, we talk about his recent transition to private practice after 30 years of teaching and some of the take-aways from the speech he delivered earlier this year for the 37th Annual Francis Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. We also tackle some current trends, such as the directors’ role amid debates over corporate purpose, stakeholders and ESG. We address the SVB collapse and the ongoing financial crisis, and his advice for boards who have been or could be affected on the fundamentals of governance amid this heightened uncertainty. Finally, we talk about share buybacks and Warren Buffett's position in this financial crisis. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Larry Cunningham, a Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices where he advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations. Larry is the Henry St. George Tucker III Research Professor of Law emeritus at George Washington University. This is his second appearance on my podcast, the first time was on E36 in June of 2021. In this podcast, we talk about his recent transition to private practice after 30 years of teaching and some of the take-aways from the speech he delivered earlier this year for the 37th Annual Francis Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. We also tackle some current trends, such as the directors’ role amid debates over corporate purpose, stakeholders and ESG. We address the SVB collapse and the ongoing financial crisis, and his advice for boards who have been or could be affected on the fundamentals of governance amid this heightened uncertainty. Finally, we talk about share buybacks and Warren Buffett's position in this financial crisis. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com duty of loyalty, shareholder typology, svb collapse, quality shareholders, corporate governance, george washington university law school, warren buffett, fiduciary duties, share buybacks, financial crisis, charlie munger, delaware chancery court, zone of insolvency, environmental social & governance, silicon valley collapse, delaware law, 37th annual francis pileggi distinguished lecture in law, mayer brown, shareholder primacy, credit suisse, berkshire hathaway, shareholder activists, esg, silicon valley, boards of directors false full 90 9c7b90b1-a25a-45a9-995f-f065ddfde677 Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked." 0:00 -- Intro.

1:36 -- Start of interview.

2:22 -- Jan's "origin story".

6:34 -- On the background of the investment firm Van Eck, founded by his father John Van Eck in 1955.

10:32 -- About Van Eck today (~$75 billion in AUM, 90% in ETFs). Jan started the ETF business in 2006.

11:45 -- About his article "ESG Died in 2022: CEO Op-Ed." The problem of concentration of power by the big three (BlackRock, Vanguard and SSGA). Reference to the article: Bogle Sounds a Warning on Index Funds (WSJ, 2018).

18:05 -- How to fix the problem of concentration of power. Some solutions provided by Jack Bogle.

20:17 -- Jan's proposal: 5% ownership cap to deal with concentration of power. "We in the industry have to address this." Legislation is also needed to do this.

23:22 -- The practice of large asset managers passing-through voting power to beneficial owners. 

27:52 -- On geopolitics and China. "The sanctions risk is definitely a friction point with China." "China has an 'uncatchable' lead in energy transition technologies."

37:23 -- On crypto regulation. "It's a rapidly changing situation." The promotion of safe practices from the NY regulator DFS. Example: its recent $100m settlement with Coinbase for significant failures in its compliance program ($50m fine and $50m to invest in its compliance program). "The SEC is started to make a look of power moves to grab more jurisdiction over crypto matters, expanding to banks (ie. proposed rules on custody of crypto assets.)"

42:05 -- On restrictive crypto regulation in the US vs offshore.

46:07 -- On the rise of private markets vs. public markets. "I'd love to see more companies go public."

48:34 -- On dual-class share structures and founder control.

50:01 -- The books that have greatly influenced his life: 

  1. Two Cheers for Capitalism, by Irving Krystol (1978)

51:45 -- His mentors, and what he learned from them. 

  1. His father John Van Eck
  2. Joe Grundfest, SLS.

52:49 --  Quotes he thinks of often or lives his life by. From his mom: "Everyone needs love."

54:09 --   An unusual habit or an absurd thing that he loves: he teaches a 16-unit class on history (financial structure) to summer interns at Van Eck.

55:48 --   On his time in Silicon Valley, and economic cycles.

57:35 --   On the trend of WFH, employee mobility post-pandemic, and the future of NY as a hub for finance.

Jan Van Eck is the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees.

__

 You can follow Jan on social media at:

Twitter: @JanvanEck3

LinkedIn: https://www.linkedin.com/in/janfvaneck/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 6 Mar 2023 13:30:00 +0000 evan.epstein@pacificaglobal.com (Jan Van Eck, Evan Epstein) https://boardroom-governance.com/episodes/jan-van-eck-76ef0wLe 0:00 -- Intro.

1:36 -- Start of interview.

2:22 -- Jan's "origin story".

6:34 -- On the background of the investment firm Van Eck, founded by his father John Van Eck in 1955.

10:32 -- About Van Eck today (~$75 billion in AUM, 90% in ETFs). Jan started the ETF business in 2006.

11:45 -- About his article "ESG Died in 2022: CEO Op-Ed." The problem of concentration of power by the big three (BlackRock, Vanguard and SSGA). Reference to the article: Bogle Sounds a Warning on Index Funds (WSJ, 2018).

18:05 -- How to fix the problem of concentration of power. Some solutions provided by Jack Bogle.

20:17 -- Jan's proposal: 5% ownership cap to deal with concentration of power. "We in the industry have to address this." Legislation is also needed to do this.

23:22 -- The practice of large asset managers passing-through voting power to beneficial owners. 

27:52 -- On geopolitics and China. "The sanctions risk is definitely a friction point with China." "China has an 'uncatchable' lead in energy transition technologies."

37:23 -- On crypto regulation. "It's a rapidly changing situation." The promotion of safe practices from the NY regulator DFS. Example: its recent $100m settlement with Coinbase for significant failures in its compliance program ($50m fine and $50m to invest in its compliance program). "The SEC is started to make a look of power moves to grab more jurisdiction over crypto matters, expanding to banks (ie. proposed rules on custody of crypto assets.)"

42:05 -- On restrictive crypto regulation in the US vs offshore.

46:07 -- On the rise of private markets vs. public markets. "I'd love to see more companies go public."

48:34 -- On dual-class share structures and founder control.

50:01 -- The books that have greatly influenced his life: 

  1. Two Cheers for Capitalism, by Irving Krystol (1978)

51:45 -- His mentors, and what he learned from them. 

  1. His father John Van Eck
  2. Joe Grundfest, SLS.

52:49 --  Quotes he thinks of often or lives his life by. From his mom: "Everyone needs love."

54:09 --   An unusual habit or an absurd thing that he loves: he teaches a 16-unit class on history (financial structure) to summer interns at Van Eck.

55:48 --   On his time in Silicon Valley, and economic cycles.

57:35 --   On the trend of WFH, employee mobility post-pandemic, and the future of NY as a hub for finance.

Jan Van Eck is the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees.

__

 You can follow Jan on social media at:

Twitter: @JanvanEck3

LinkedIn: https://www.linkedin.com/in/janfvaneck/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked." Jan Van Eck, Evan Epstein 01:00:29 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Jan Van Eck, the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees. Jan has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies in mutual fund, ETF, and institutional formats. He founded the Firm’s ETF business in 2006. One of the world’s largest ETF sponsors, the Firm offers ETFs, branded VanEck, globally across equity and fixed income asset classes. In this podcast, we talk about a recent article that he wrote titled “ESG Died in 2022: CEO Op-Ed.” We also discuss geopolitics, China, and the state of capital markets. In addition, we talk about crypto regulation, public markets vs private markets, among many other relevant corporate governance topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Jan Van Eck, the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees. Jan has created strategic beta, tactical allocation, emerging markets, and commodity-related investment strategies in mutual fund, ETF, and institutional formats. He founded the Firm’s ETF business in 2006. One of the world’s largest ETF sponsors, the Firm offers ETFs, branded VanEck, globally across equity and fixed income asset classes. In this podcast, we talk about a recent article that he wrote titled “ESG Died in 2022: CEO Op-Ed.” We also discuss geopolitics, China, and the state of capital markets. In addition, we talk about crypto regulation, public markets vs private markets, among many other relevant corporate governance topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com concentration of corporate power, private markets, corporate governance, board of directors, crypto regulation, vanguard, new york, capital markets, dual class share structures, bitcoin, china, environmental social & governance, index funds, mutual funds, founder controlled companies, etf, state street, coinbase, investments, pass through voting power, jack bogle, van eck, blackrock, geopolitics, crypto, esg false full 89 86ecf698-b9b6-42e8-8c2e-3af9a578e0bf George Dallas and Mike Lubrano: Governance, Stewardship & Sustainability. 0:00 -- Intro.

1:38 -- Start of interview.

2:56 -- George's "origin story."  He's based in London since 1988. About his new role at the European Corporate Governance Institute (ECGI).

7:24 -- Mike's "origin story." On his experience with ADRs and cross-listings with Latin American companies. His experience working at NYC and Mexican law firms, the World Bank, the International Finance Corporation (IFC), OECD-Latin America Roundtable on Corporate Governance and Cartica Management.

15:52 -- On the origin and focus of their book  "Governance, Stewardship and Sustainability." (2nd edition 2022). Based on (and used for) the ICGN course of the same name.

20:37 -- How they define stewardship, sustainability and ESG.

27:22 -- On ICGN Global Stewardship Principles and ICGN Global Governance Principles. The G20/OECD Principles of Corporate Governance.

31:07 -- On their ESG methodology, proposed in their book.

34:52 -- The Volkswagen Dieselgate scandal and case study.

39:51 -- On two-tiered boards, employee representation on boards, and purpose of the corporation (stakeholder v shareholder visions).

43:00 -- On the politicization of governance and the "anti-ESG" trend in the U.S. 

48:20  -- On large asset managers passing-through voting power to beneficial owners (see BlackRock's Voting Choice). 

51:17  -- Thoughts and recommendations for directors regarding shareholder activism (from Mike Lubrano)

53:44  -- Activism in emerging markets, and/or in controlled companies.

56:58  -- Thoughts and recommendations for directors (from George Dallas).

59:20 - What are the 1-3 books that have greatly influenced your life: 

George:

  1. The Art of Loving, by Erich Fromm (1956)
  2. Author: Amor Towles.

Mike:

  1. Author: Terry Pratchett (valued for his irreverence)
  2. Author: Tony Judt (historian)
  3. Author: Enrique Krauze (Mexican historian)

01:00:51 - Who were your mentors, and what did you learn from them?

  1. George: John Holcomb (academic), Bob Monks and Nell Minow, Prof Christian Strenger (Germany)
  2. Mike: Stephen Davis, George Dallas, Mats Isaksson (ex OECD)

01:03:46 - Are there any quotes you think of often or live your life by? 

  1. George: From Galatians 5:22-23, the fruit of the Spirit: “But the fruit of the Spirit is love, joy, peace, patience, kindness, goodness, faithfulness, gentleness and self-control.”
  2. Mike: "Good is good, too good is no good." (from his Sicilian grandmother)

01:05:12 -  An unusual habit or an absurd thing that they love: 

  1. George: he plays in the banjo in local bluegrass band.
  2. Mike: backyard pizza maker.

01:06:14 -  The living person they most admire:

  1. George: John Lewis (recently passed) and Jimmy Carter.
  2. Mike: Barack Obama.

George Dallas is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN).

Mike Lubrano is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 27 Feb 2023 13:43:16 +0000 evan.epstein@pacificaglobal.com (Mike Lubrano, George Dallas, Evan Epstein) https://boardroom-governance.com/episodes/mike-lubrano-and-george-dallas-g7TdO8DH 0:00 -- Intro.

1:38 -- Start of interview.

2:56 -- George's "origin story."  He's based in London since 1988. About his new role at the European Corporate Governance Institute (ECGI).

7:24 -- Mike's "origin story." On his experience with ADRs and cross-listings with Latin American companies. His experience working at NYC and Mexican law firms, the World Bank, the International Finance Corporation (IFC), OECD-Latin America Roundtable on Corporate Governance and Cartica Management.

15:52 -- On the origin and focus of their book  "Governance, Stewardship and Sustainability." (2nd edition 2022). Based on (and used for) the ICGN course of the same name.

20:37 -- How they define stewardship, sustainability and ESG.

27:22 -- On ICGN Global Stewardship Principles and ICGN Global Governance Principles. The G20/OECD Principles of Corporate Governance.

31:07 -- On their ESG methodology, proposed in their book.

34:52 -- The Volkswagen Dieselgate scandal and case study.

39:51 -- On two-tiered boards, employee representation on boards, and purpose of the corporation (stakeholder v shareholder visions).

43:00 -- On the politicization of governance and the "anti-ESG" trend in the U.S. 

48:20  -- On large asset managers passing-through voting power to beneficial owners (see BlackRock's Voting Choice). 

51:17  -- Thoughts and recommendations for directors regarding shareholder activism (from Mike Lubrano)

53:44  -- Activism in emerging markets, and/or in controlled companies.

56:58  -- Thoughts and recommendations for directors (from George Dallas).

59:20 - What are the 1-3 books that have greatly influenced your life: 

George:

  1. The Art of Loving, by Erich Fromm (1956)
  2. Author: Amor Towles.

Mike:

  1. Author: Terry Pratchett (valued for his irreverence)
  2. Author: Tony Judt (historian)
  3. Author: Enrique Krauze (Mexican historian)

01:00:51 - Who were your mentors, and what did you learn from them?

  1. George: John Holcomb (academic), Bob Monks and Nell Minow, Prof Christian Strenger (Germany)
  2. Mike: Stephen Davis, George Dallas, Mats Isaksson (ex OECD)

01:03:46 - Are there any quotes you think of often or live your life by? 

  1. George: From Galatians 5:22-23, the fruit of the Spirit: “But the fruit of the Spirit is love, joy, peace, patience, kindness, goodness, faithfulness, gentleness and self-control.”
  2. Mike: "Good is good, too good is no good." (from his Sicilian grandmother)

01:05:12 -  An unusual habit or an absurd thing that they love: 

  1. George: he plays in the banjo in local bluegrass band.
  2. Mike: backyard pizza maker.

01:06:14 -  The living person they most admire:

  1. George: John Lewis (recently passed) and Jimmy Carter.
  2. Mike: Barack Obama.

George Dallas is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN).

Mike Lubrano is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> George Dallas and Mike Lubrano: Governance, Stewardship & Sustainability. Mike Lubrano, George Dallas, Evan Epstein 01:08:35 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with George Dallas and Mike Lubrano. George is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN). Mike is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC. In this podcast, we talk about their book “Governance, Stewardship and Sustainability” and how they define and think about stewardship, sustainability and ESG. We discuss methodologies, evidence and other related matters including the Volkswagen Dieselgate case study. We also talk about international corporate governance distinctions from regions such as the UK, Europe and Latin America, including matters such as cross-listings, ADRs, activism and engagement between controlling shareholders and minority investors. We also address the anti-ESG trend, the politicization of governance in the US and large asset managers passing-through voting power to beneficial owners. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with George Dallas and Mike Lubrano. George is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN). Mike is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC. In this podcast, we talk about their book “Governance, Stewardship and Sustainability” and how they define and think about stewardship, sustainability and ESG. We discuss methodologies, evidence and other related matters including the Volkswagen Dieselgate case study. We also talk about international corporate governance distinctions from regions such as the UK, Europe and Latin America, including matters such as cross-listings, ADRs, activism and engagement between controlling shareholders and minority investors. We also address the anti-ESG trend, the politicization of governance in the US and large asset managers passing-through voting power to beneficial owners. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com emerging markets, cross-listings, shareholder activism, adrs, corporate governance, icgn, sustainability, latin america, governance, politicization of corporate governance, ifc, environmental social & governance, stewardship, european corporate governance institute, international corporate governance network, ecgi, pass through voting power, oecd, volkswagen dieselgate, anti-esg, esg, boards of directors false full 88 e7487ef6-8aee-49af-ad33-f066510e6841 Ann Lipton: "The Twitter v. Musk Case is both a Vindication and a Condemnation of Corporate Law." 0:00 -- Intro.

1:47 -- Start of interview.

2:19 -- Ann's "origin story". 

4:10 -- Her background working with plaintiff law firms, and how that experienced has informed her scholarship.

7:02 -- Take-aways from the Twitter v Musk case, the "trial of the century that wasn't." "The broader lesson for me is that it's both a vindication and a condemnation of corporate law":

  1. Vindication: The outcome should not have been in doubt (for any expert in that area of law). Musk's case was extremely weak. It's thus a vindication because even Elon Musk, the richest man in the world (at least at the time), cannot evade the law."
  2. Condemnation: The take-over has been disastrous for everyone but for the shareholders. That's what corporate law is designed to do: maximize shareholder value. It's been a destructive force, and it is negative for society.

15:00 -- On tech layoffs, and Elon's massive layoffs at Twitter. "I don't think we have to accept the pain that he inflicts in order to get the benefits. That isn't necessary."

16:57 -- On private equity and take-private transactions. "It's unhealthy."

20:44 -- On public benefit corporations and B-corps. "They will solve nothing at all." "Some of the issues: 1) It's opt-in for shareholders, and 2) it does not have enforcement mechanisms that are remotely useful (duties are unenforceable)." 

"The reasons that corporations advance shareholder wealth has very little to do with a duty of loyalty of the board and very much to do with the structure of corporations: who has voting rights -governance rights- and so forth."

28:57 -- On crypto, and the SEC v Sam Bankman-Fried case (FTX). "It's a story of defrauding investors in a private company." "The meta purpose of securities regulation is to make sure that capital is allocated efficiently throughout society. Good companies should get money, and bad companies should not get money, so that our economy can grow appropriately."

35:49 -- Litigation in private (venture-backed) companies. Questions on enforceability of information rights restrictions (Delaware section 220 books and records). "Silicon Valley operates under a degree of reputational capital." "[Generally, for these cases] to make it into court there would have to be 1) no arbitration agreement, 2) access to shareholder information rights, and 3) an employee (or other common stockholder) who thinks that there is enough money on the table [to offset] the reputation that they would get if they would sue (their employer or investors)."

41:29 -- Litigation in SPACs. "I think we have seen the end of SPACs." The Multiplan and Delman cases.

45:45 -- On the McDonald's case and the expansion of Caremark duties owed by officers. "What [the judge] hasn't decided is whether this is the board's decision to make a disciplinary decision or whether it should be instead decided by private lawsuits... now, if he changes the standard of when shareholders can sue -if he adopts a new kind of flexible standard- that would be significant, but we have no idea of whether he is going to do that."

49:46 -- On ESG, anti-ESG, and politicization of corporate governance. 

56:15 -- On large asset managers passing-through voting power to beneficial owners. 

59:02 - The books that have greatly influenced her life: 

  1. Make No Law: the Sullivan Case and the First Amendment, by Anthony Lewis (1991)
  2. Gideon's Trumpet, by Anthony Lewis (1963)

59:45 - Her mentors, and what she learned from them. 

  1. In academia: Jim Cox, Shu-Yi Oei and Ernie Young at Duke Law School.
  2. In practice: Bill Fredericks.

1:00:32 -  Quotes she thinks of often or lives her life by. From Angel (1999 TV Series): "If nothing we do matters, all that matters is what we do.”

1:01:07 -  An unusual habit or an absurd thing that he loves: free pizzas from Domino's (a measure of the economy!).

1:03:46 -  The living person she most admires: her mom.

Ann M. Lipton is the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. 

__

 You can follow Ann on social media at:

Twitter: @AnnMLipton

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 21 Feb 2023 13:00:00 +0000 evan.epstein@pacificaglobal.com (Ann Lipton, Evan Epstein) https://boardroom-governance.com/episodes/ann-lipton-oGoKuXpJ 0:00 -- Intro.

1:47 -- Start of interview.

2:19 -- Ann's "origin story". 

4:10 -- Her background working with plaintiff law firms, and how that experienced has informed her scholarship.

7:02 -- Take-aways from the Twitter v Musk case, the "trial of the century that wasn't." "The broader lesson for me is that it's both a vindication and a condemnation of corporate law":

  1. Vindication: The outcome should not have been in doubt (for any expert in that area of law). Musk's case was extremely weak. It's thus a vindication because even Elon Musk, the richest man in the world (at least at the time), cannot evade the law."
  2. Condemnation: The take-over has been disastrous for everyone but for the shareholders. That's what corporate law is designed to do: maximize shareholder value. It's been a destructive force, and it is negative for society.

15:00 -- On tech layoffs, and Elon's massive layoffs at Twitter. "I don't think we have to accept the pain that he inflicts in order to get the benefits. That isn't necessary."

16:57 -- On private equity and take-private transactions. "It's unhealthy."

20:44 -- On public benefit corporations and B-corps. "They will solve nothing at all." "Some of the issues: 1) It's opt-in for shareholders, and 2) it does not have enforcement mechanisms that are remotely useful (duties are unenforceable)." 

"The reasons that corporations advance shareholder wealth has very little to do with a duty of loyalty of the board and very much to do with the structure of corporations: who has voting rights -governance rights- and so forth."

28:57 -- On crypto, and the SEC v Sam Bankman-Fried case (FTX). "It's a story of defrauding investors in a private company." "The meta purpose of securities regulation is to make sure that capital is allocated efficiently throughout society. Good companies should get money, and bad companies should not get money, so that our economy can grow appropriately."

35:49 -- Litigation in private (venture-backed) companies. Questions on enforceability of information rights restrictions (Delaware section 220 books and records). "Silicon Valley operates under a degree of reputational capital." "[Generally, for these cases] to make it into court there would have to be 1) no arbitration agreement, 2) access to shareholder information rights, and 3) an employee (or other common stockholder) who thinks that there is enough money on the table [to offset] the reputation that they would get if they would sue (their employer or investors)."

41:29 -- Litigation in SPACs. "I think we have seen the end of SPACs." The Multiplan and Delman cases.

45:45 -- On the McDonald's case and the expansion of Caremark duties owed by officers. "What [the judge] hasn't decided is whether this is the board's decision to make a disciplinary decision or whether it should be instead decided by private lawsuits... now, if he changes the standard of when shareholders can sue -if he adopts a new kind of flexible standard- that would be significant, but we have no idea of whether he is going to do that."

49:46 -- On ESG, anti-ESG, and politicization of corporate governance. 

56:15 -- On large asset managers passing-through voting power to beneficial owners. 

59:02 - The books that have greatly influenced her life: 

  1. Make No Law: the Sullivan Case and the First Amendment, by Anthony Lewis (1991)
  2. Gideon's Trumpet, by Anthony Lewis (1963)

59:45 - Her mentors, and what she learned from them. 

  1. In academia: Jim Cox, Shu-Yi Oei and Ernie Young at Duke Law School.
  2. In practice: Bill Fredericks.

1:00:32 -  Quotes she thinks of often or lives her life by. From Angel (1999 TV Series): "If nothing we do matters, all that matters is what we do.”

1:01:07 -  An unusual habit or an absurd thing that he loves: free pizzas from Domino's (a measure of the economy!).

1:03:46 -  The living person she most admires: her mom.

Ann M. Lipton is the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. 

__

 You can follow Ann on social media at:

Twitter: @AnnMLipton

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Ann Lipton: "The Twitter v. Musk Case is both a Vindication and a Condemnation of Corporate Law." Ann Lipton, Evan Epstein 01:05:58 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Ann Lipton, the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. An experienced securities and corporate litigator who has handled class actions involving some of the world’s largest companies, she joined the Tulane Law faculty in 2015 after two years as a visiting assistant professor at Duke University School of Law. As a scholar, Lipton explores corporate governance, the relationships between corporations and investors, and the role of corporations in society. In this podcast, we talk about take-aways from the Twitter v Musk case, the “trial of the century that wasn’t,” public benefit corporations and B-corps, the FTX and Sam Bankman-Fried legal proceedings, and litigation involving private venture-backed companies. We also address the latest findings in Delaware litigation involving SPACs, the McDonalds case involving duty of oversight for officers, and some of the latest issues involving ESG and anti-ESG trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Ann Lipton, the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. An experienced securities and corporate litigator who has handled class actions involving some of the world’s largest companies, she joined the Tulane Law faculty in 2015 after two years as a visiting assistant professor at Duke University School of Law. As a scholar, Lipton explores corporate governance, the relationships between corporations and investors, and the role of corporations in society. In this podcast, we talk about take-aways from the Twitter v Musk case, the “trial of the century that wasn’t,” public benefit corporations and B-corps, the FTX and Sam Bankman-Fried legal proceedings, and litigation involving private venture-backed companies. We also address the latest findings in Delaware litigation involving SPACs, the McDonalds case involving duty of oversight for officers, and some of the latest issues involving ESG and anti-ESG trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, public benefit corporations, corporate governance, private equity, caremark duties, elon musk, fiduciary duties, politicization of corporate governance, information rights, corporate law, private venture-backed companies, venture capital, securities and exchange commission, sam bankman-fried, take private, mcdonald's case, tech layoffs, plaintiff litigation, section 220, pass through voting power, spacs, vc, sec, anti-esg, twitter, crypto, litigation, ftx, esg, twitter v. musk, securities regulation, private companies, b-corps, silicon valley false full 87 d27e99ac-5af6-4b98-8225-ec33a4dd674d Stephen Davis: On the Rise of Investor Stewardship. 0:00 -- Intro.

2:12 -- Start of interview.

3:00 -- Stephen's "origin story".  His start with IRRC in Washington, DC (1988). His focus on international corporate governance.

7:01 -- The anti-Apartheid divestment campaign in South Africa. "Most people don't quite realize that in the U.S. the real corporate governance movement -what we might call today the ESG movement- stems from the campaign for anti-Apartheid sanctions and divestment." (early 1970s).

10:27 -- On the historical background of investor advocacy, and his book on Isaac Le Maire "the first short seller and shareholder activist." The conflict with the Dutch East India Company (VOC) in the early 1600s (the first joint-stock company in the world).

15:19 -- On the evolution of U.S. corporate governance and the rise of institutional investors since the late 1980s (particularly the big four: BlackRock, Vanguard, State Street and Fidelity). "[F]or most of the time (from late '80s to about 7 years ago), corporate governance has been more or less an exercise in throat clearing, a box-checking exercise, a compliance/legal matter that had to be done because of the DOL Avon Letter in 1988 [pointing out that proxy voting, like buy/hold/sell decisions, is a fiduciary act, and must be for “the exclusive benefit of plan participants."] "There was a lot of corporate governance talk, but it was at the margins."

19:27 -- What changed in large asset managers to go from "passive investors" to more active with investment stewardship. Some factors (in the last decade): 1) Influence from Europe, where they insisted that these large funds sign up for commitments such as the UN Principles for Responsible Investment, and "to demonstrate bona fides when it comes to ESG factors," 2) Many of their institutional clients were becoming more aware of the importance of ESG factors; 3) Biggest factor: rising class of millennial investors, who have a different set of expectations on their financial agents.

25:54 -- On the new policies such as from BlackRock and Vanguard to pass-through voting power to beneficial owners. 

28:50 -- "One of the most exciting development in the capital markets is that in the last few decades we made a lot of progress on 1) management accountability to boards; 2) boards better equipped to oversee management; and 3) boards responsiveness to institutional investors. But the last piece of the puzzle is the accountability of institutional investors to the real sources of capital (beneficial owners) - the governance of institutional investors or stewardship governance." [see article Agency Costs of Agency Capitalism, by Gilson and Gordon (2013)] Citizen investors initiatives (to give them a voice), for example Tumelo (in the UK) or Say Technologies in the US (purchased by Robinhood).

32:30 -- On proxy advisors and the Best Practices Principles for Shareholder Voting Research and its Oversight Committee (where he was the founding Chairman until 2022). This is an example of "monitored self-regulation." Konstantinos Sergakis is now the Chair.

38:34 -- On the practice of dual-class share structures (supermajority voting structures). "A perennial issue in corporate governance." The case of Elsevier and Robert Maxwell. 

42:25 -- On "corporate governance with Chinese characteristics."

44:37 -- Challenges and opportunities of corporate governance in regions such as the Middle East and Africa (where he has been active). "There has been progress at a pace that in my wildest dreams I would have not anticipated." The sovereign wealth funds are the next stage of progress, where they will go from passive to more active. Examples of stewardship from Malaysia, Singapore, Norway and South Africa.

50:25 - The books that have greatly influenced his life: 

  1. The Battle for the Soul of Capitalism, by John Bogle (2005) (and others by John Bogle)
  2. Presidential Power and the Modern Presidents, by Richard Neustadt (1991)
  3. The Torah.

51:44 - His mentors, and what he learned from them. 

  1. Paul Leventhal (Nuclear Control Institute)
  2. Richard Schneller (former Senate Majority Leader Connecticut State Senate)
  3. Ira Millstein, (partner Weil Gotshal)
  4. Jonathan Charkham (formerly with the Bank of England)

53:17 -  Quotes he thinks of often or live his life by. From his high school teacher "Never trust the magic of the printed word.”

53:50 - An unusual habit or an absurd thing that he loves: olive picking.

54:28 - The living person he most admires: his wife.

Stephen Davis is a senior fellow at the Harvard Law School Programs on Corporate Governance and Institutional Investors

__

 You can follow Stephen on social media at:

Twitter: @StephenM_Davis

LinkedIn: https://www.linkedin.com/in/stephen-davis-6282424/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 6 Feb 2023 15:00:06 +0000 evan.epstein@pacificaglobal.com (Stephen Davis, Evan Epstein) https://boardroom-governance.com/episodes/stephen-davis-tP0n8bb_ 0:00 -- Intro.

2:12 -- Start of interview.

3:00 -- Stephen's "origin story".  His start with IRRC in Washington, DC (1988). His focus on international corporate governance.

7:01 -- The anti-Apartheid divestment campaign in South Africa. "Most people don't quite realize that in the U.S. the real corporate governance movement -what we might call today the ESG movement- stems from the campaign for anti-Apartheid sanctions and divestment." (early 1970s).

10:27 -- On the historical background of investor advocacy, and his book on Isaac Le Maire "the first short seller and shareholder activist." The conflict with the Dutch East India Company (VOC) in the early 1600s (the first joint-stock company in the world).

15:19 -- On the evolution of U.S. corporate governance and the rise of institutional investors since the late 1980s (particularly the big four: BlackRock, Vanguard, State Street and Fidelity). "[F]or most of the time (from late '80s to about 7 years ago), corporate governance has been more or less an exercise in throat clearing, a box-checking exercise, a compliance/legal matter that had to be done because of the DOL Avon Letter in 1988 [pointing out that proxy voting, like buy/hold/sell decisions, is a fiduciary act, and must be for “the exclusive benefit of plan participants."] "There was a lot of corporate governance talk, but it was at the margins."

19:27 -- What changed in large asset managers to go from "passive investors" to more active with investment stewardship. Some factors (in the last decade): 1) Influence from Europe, where they insisted that these large funds sign up for commitments such as the UN Principles for Responsible Investment, and "to demonstrate bona fides when it comes to ESG factors," 2) Many of their institutional clients were becoming more aware of the importance of ESG factors; 3) Biggest factor: rising class of millennial investors, who have a different set of expectations on their financial agents.

25:54 -- On the new policies such as from BlackRock and Vanguard to pass-through voting power to beneficial owners. 

28:50 -- "One of the most exciting development in the capital markets is that in the last few decades we made a lot of progress on 1) management accountability to boards; 2) boards better equipped to oversee management; and 3) boards responsiveness to institutional investors. But the last piece of the puzzle is the accountability of institutional investors to the real sources of capital (beneficial owners) - the governance of institutional investors or stewardship governance." [see article Agency Costs of Agency Capitalism, by Gilson and Gordon (2013)] Citizen investors initiatives (to give them a voice), for example Tumelo (in the UK) or Say Technologies in the US (purchased by Robinhood).

32:30 -- On proxy advisors and the Best Practices Principles for Shareholder Voting Research and its Oversight Committee (where he was the founding Chairman until 2022). This is an example of "monitored self-regulation." Konstantinos Sergakis is now the Chair.

38:34 -- On the practice of dual-class share structures (supermajority voting structures). "A perennial issue in corporate governance." The case of Elsevier and Robert Maxwell. 

42:25 -- On "corporate governance with Chinese characteristics."

44:37 -- Challenges and opportunities of corporate governance in regions such as the Middle East and Africa (where he has been active). "There has been progress at a pace that in my wildest dreams I would have not anticipated." The sovereign wealth funds are the next stage of progress, where they will go from passive to more active. Examples of stewardship from Malaysia, Singapore, Norway and South Africa.

50:25 - The books that have greatly influenced his life: 

  1. The Battle for the Soul of Capitalism, by John Bogle (2005) (and others by John Bogle)
  2. Presidential Power and the Modern Presidents, by Richard Neustadt (1991)
  3. The Torah.

51:44 - His mentors, and what he learned from them. 

  1. Paul Leventhal (Nuclear Control Institute)
  2. Richard Schneller (former Senate Majority Leader Connecticut State Senate)
  3. Ira Millstein, (partner Weil Gotshal)
  4. Jonathan Charkham (formerly with the Bank of England)

53:17 -  Quotes he thinks of often or live his life by. From his high school teacher "Never trust the magic of the printed word.”

53:50 - An unusual habit or an absurd thing that he loves: olive picking.

54:28 - The living person he most admires: his wife.

Stephen Davis is a senior fellow at the Harvard Law School Programs on Corporate Governance and Institutional Investors

__

 You can follow Stephen on social media at:

Twitter: @StephenM_Davis

LinkedIn: https://www.linkedin.com/in/stephen-davis-6282424/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Stephen Davis: On the Rise of Investor Stewardship. Stephen Davis, Evan Epstein 00:55:52 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stephen Davis, a senior fellow at the Harvard Law School Program on Corporate Governance and Institutional Investors. He co-chairs the Advisory Board of Hawkamah, the corporate governance institute based in the UAE; serves on the founding supervisory board of Stewardship Professionals e.V. (StePs); and is a co-founder of the Capital+Constitution project sponsored by the Brookings Institution and United States Democracy Center. Stephen has been actively involved with corporate governance matters since 1988 when he founded the Global Shareholder Services unit at the IRRC, in Washington, DC. He has been a nonresident senior fellow in governance at the Brookings Institution, where he co-directed the World Forum on Governance; a senior advisor on governance at Teneo; and outside advisor to the Nissan Special Committee on Improving Governance. From 2007-2012 he was executive director of the Yale School of Management’s Millstein Center for Corporate Governance and Performance and Lecturer on the SOM faculty. In this podcast, we talk about the history of investor advocacy, the evolution of international corporate governance, and how U.S. corporate governance has evolved since the late ‘80s, particularly with the rise of institutional investors. We also talk about current issues including stewardship, pass-through voting power, ESG and sustainable finance. We finally address dual-class share structures and his involvement as the founding Chairman of the BPP Oversight Committee, a self-regulated body overseeing the proxy advisory industry. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stephen Davis, a senior fellow at the Harvard Law School Program on Corporate Governance and Institutional Investors. He co-chairs the Advisory Board of Hawkamah, the corporate governance institute based in the UAE; serves on the founding supervisory board of Stewardship Professionals e.V. (StePs); and is a co-founder of the Capital+Constitution project sponsored by the Brookings Institution and United States Democracy Center. Stephen has been actively involved with corporate governance matters since 1988 when he founded the Global Shareholder Services unit at the IRRC, in Washington, DC. He has been a nonresident senior fellow in governance at the Brookings Institution, where he co-directed the World Forum on Governance; a senior advisor on governance at Teneo; and outside advisor to the Nissan Special Committee on Improving Governance. From 2007-2012 he was executive director of the Yale School of Management’s Millstein Center for Corporate Governance and Performance and Lecturer on the SOM faculty. In this podcast, we talk about the history of investor advocacy, the evolution of international corporate governance, and how U.S. corporate governance has evolved since the late ‘80s, particularly with the rise of institutional investors. We also talk about current issues including stewardship, pass-through voting power, ESG and sustainable finance. We finally address dual-class share structures and his involvement as the founding Chairman of the BPP Oversight Committee, a self-regulated body overseeing the proxy advisory industry. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com un principles of responsible investment, shareholder activism, corporate governance, institutional investors, middle east, oversight committee, dutch east india company, vanguard, singapore, dual class share structures, norway, china, stewardship, avon letter, millstein center, best practices principles for shareholder voting research, apartheid, state street, south africa, pass through voting power, sovereign wealth funds, yale school of management, harvard law school, investor advocacy, malaysia, blackrock, isaac le maire, fidelity, irrc, proxy advisors false full 86 3b8c06e0-dd34-446f-b864-448231bb0a4e Mario Mancuso: Geopolitics, National Security and Strategy in the Boardroom. 0:00 -- Intro.

1:42 -- Start of interview.

3:31 -- Mario's "origin story". 

9:25 -- The origin, evolution and impact of CFIUS. "The (regulatory) process is the bottle, national security is the wine." The driver of CFIUS is national security.

13:11 -- On the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). 

18:18 -- His recommendation on how boards should think about CFIUS matters.  His book: "A Dealmaker’s Guide to CFIUS: Answers to Common Questions from Boards, Bankers and Investors." 

21:40 -- On the new CFIUS Enforcement Guidelines (Fall 2022). "Since FIRRMA, CFIUS has been significantly resourced by the U.S. Government and today there is an independent office within CFIUS that is entirely focused on transactions that were not notified to the Committee." (see CFIUS annual reports to Congress). There are hundreds of transactions reported per year at this stage.

25:58 -- The proposed outbound investment screening regulatory framework. "[It may impact] a U.S. person sitting in a Chinese board (for example)." "The U.S. has jurisdiction over U.S. capital, U.S. persons, U.S. technology, etc and the U.S. wants to slow down adversary countries." "We will know a lot more about this framework by the end of February 2023 when the report comes out."

29:47 -- On the different approaches to industrial policies by China and the U.S. The Chips and Science Act and IRA Act of 2022.

36:36 -- On how boards should consider geopolitical risks and opportunities ("how to optimize outcomes"): Three questions to consider: 1) The U.S.- China relationship, 2) What the US is doing with its allies / What China is doing with its allies, and 3) What are national governments doing to independently enhance their own sovereignty and security resilience.

39:17 -- On US jurisdiction over U.S. foreign-listed companies. Example of Canada ordering divestment from Chinese investments in Canadian lithium companies.

43:30 -- Final thoughts for directors on geopolitics and national security issues. 

44:24 - The books that have greatly influenced his life: 

  1. Moby Dick, by Herman Melville (1851)
  2. The Closing of the American Mind, by Allan Bloom (1987)

45:56 - His mentors, and what he learned from them. 

  1. Donald Rumsfeld (former U.S. Secretary of Defense)
  2. Aviva Diamant (retired, Fried Frank)
  3. Norm Augustine (former Chairman and CEO of Lockheed Martin)

48:20 -  Quotes he thinks of often or live his life by. From his mother "This is the day the Lord has made; let us rejoice.” (psalms)

49:05 - An unusual habit or an absurd thing that he loves: early rising and journaling at a coffee shop or diner.

50:06 - The living person he most admires: his dad.

Mario Mancuso is a Partner of Kirkland & Ellis and leads the firm’s international trade and national security practice. A former senior member of the President’s national security team, Mario provides strategic and legal advice to companies, private equity sponsors, and financial institutions operating or investing across international borders.

__

 You can follow Mario on social media at:

Twitter: @MancusoOnline

LinkedIn: https://www.linkedin.com/in/mariomancuso/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 1 Feb 2023 14:06:30 +0000 evan.epstein@pacificaglobal.com (Mario Mancuso, Evan Epstein) https://boardroom-governance.com/episodes/mario-mancuso-eb8lF91I 0:00 -- Intro.

1:42 -- Start of interview.

3:31 -- Mario's "origin story". 

9:25 -- The origin, evolution and impact of CFIUS. "The (regulatory) process is the bottle, national security is the wine." The driver of CFIUS is national security.

13:11 -- On the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). 

18:18 -- His recommendation on how boards should think about CFIUS matters.  His book: "A Dealmaker’s Guide to CFIUS: Answers to Common Questions from Boards, Bankers and Investors." 

21:40 -- On the new CFIUS Enforcement Guidelines (Fall 2022). "Since FIRRMA, CFIUS has been significantly resourced by the U.S. Government and today there is an independent office within CFIUS that is entirely focused on transactions that were not notified to the Committee." (see CFIUS annual reports to Congress). There are hundreds of transactions reported per year at this stage.

25:58 -- The proposed outbound investment screening regulatory framework. "[It may impact] a U.S. person sitting in a Chinese board (for example)." "The U.S. has jurisdiction over U.S. capital, U.S. persons, U.S. technology, etc and the U.S. wants to slow down adversary countries." "We will know a lot more about this framework by the end of February 2023 when the report comes out."

29:47 -- On the different approaches to industrial policies by China and the U.S. The Chips and Science Act and IRA Act of 2022.

36:36 -- On how boards should consider geopolitical risks and opportunities ("how to optimize outcomes"): Three questions to consider: 1) The U.S.- China relationship, 2) What the US is doing with its allies / What China is doing with its allies, and 3) What are national governments doing to independently enhance their own sovereignty and security resilience.

39:17 -- On US jurisdiction over U.S. foreign-listed companies. Example of Canada ordering divestment from Chinese investments in Canadian lithium companies.

43:30 -- Final thoughts for directors on geopolitics and national security issues. 

44:24 - The books that have greatly influenced his life: 

  1. Moby Dick, by Herman Melville (1851)
  2. The Closing of the American Mind, by Allan Bloom (1987)

45:56 - His mentors, and what he learned from them. 

  1. Donald Rumsfeld (former U.S. Secretary of Defense)
  2. Aviva Diamant (retired, Fried Frank)
  3. Norm Augustine (former Chairman and CEO of Lockheed Martin)

48:20 -  Quotes he thinks of often or live his life by. From his mother "This is the day the Lord has made; let us rejoice.” (psalms)

49:05 - An unusual habit or an absurd thing that he loves: early rising and journaling at a coffee shop or diner.

50:06 - The living person he most admires: his dad.

Mario Mancuso is a Partner of Kirkland & Ellis and leads the firm’s international trade and national security practice. A former senior member of the President’s national security team, Mario provides strategic and legal advice to companies, private equity sponsors, and financial institutions operating or investing across international borders.

__

 You can follow Mario on social media at:

Twitter: @MancusoOnline

LinkedIn: https://www.linkedin.com/in/mariomancuso/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mario Mancuso: Geopolitics, National Security and Strategy in the Boardroom. Mario Mancuso, Evan Epstein 00:51:42 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Mario Mancuso, a partner at Kirkland & Ellis where he leads the Firm’s International Trade and National Security practice. Prior to private practice, Mario held several positions in the U.S. Government, including as U.S. Under Secretary of Commerce, Industry and Security; Deputy Assistant Secretary of Defense, Special Operations and Combating Terrorism; Special Counsel, Office of the U.S. Secretary of Defense; and Board Member of the CFIUS Advisory Board, U.S. National Intelligence Council. Prior to his presidential service, he was in private law practice and served as a forward deployed military officer during combat operations. In this podcast, we talk about geopolitics, strategy and national security in the context of corporate governance. Specifically, we address the origin, evolution and impact of CFIUS (the Committee on Foreign Investment in the United States) and the potential introduction of new regulation related to outbound investments. We also discuss industrial policies by China and the U.S. and the international decoupling of economies and supply chains, and how should boards address these risks and opportunities. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Mario Mancuso, a partner at Kirkland & Ellis where he leads the Firm’s International Trade and National Security practice. Prior to private practice, Mario held several positions in the U.S. Government, including as U.S. Under Secretary of Commerce, Industry and Security; Deputy Assistant Secretary of Defense, Special Operations and Combating Terrorism; Special Counsel, Office of the U.S. Secretary of Defense; and Board Member of the CFIUS Advisory Board, U.S. National Intelligence Council. Prior to his presidential service, he was in private law practice and served as a forward deployed military officer during combat operations. In this podcast, we talk about geopolitics, strategy and national security in the context of corporate governance. Specifically, we address the origin, evolution and impact of CFIUS (the Committee on Foreign Investment in the United States) and the potential introduction of new regulation related to outbound investments. We also discuss industrial policies by China and the U.S. and the international decoupling of economies and supply chains, and how should boards address these risks and opportunities. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com national security, cfius, chips and science act, kirkland & ellis, ira act, strategy, china, divestment, the committee on foreign investments in the united states, deals, investments, technology, screening, m&a, canada, geopolitics, firmma, boards of directors false full 85 1e0ceb02-141c-4040-811d-f7273326dfca Joe Grundfest: 2022 in Review and Governance Trends for 2023. 0:00 -- Intro.

1:50 -- Start of interview.

4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations.

6:59 -- On tech layoffs. "The effects on the labor market are not as large as the numbers suggest."

8:34 --  The impact of downturn on public and private investors.

10:07 -- On AI, ChatGPT and the emergence of this new technology.

12:45 -- On the crypto industry and its regulation challenges. "There is going to be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."

20:01 -- On the SEC’s proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."

24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.

28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."

30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."

32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."

33:30 -- The best corporate governance trend of 2022: boardroom diversity.

34:13 -- The worst corporate governance trend of 2022: the political whiplash.

34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."

36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."

38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)

40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year. 

Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 23 Jan 2023 14:37:38 +0000 evan.epstein@pacificaglobal.com (Joe Grundfest, Evan Epstein) https://boardroom-governance.com/episodes/joe-grundfest-iii-7psxSgw6 0:00 -- Intro.

1:50 -- Start of interview.

4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations.

6:59 -- On tech layoffs. "The effects on the labor market are not as large as the numbers suggest."

8:34 --  The impact of downturn on public and private investors.

10:07 -- On AI, ChatGPT and the emergence of this new technology.

12:45 -- On the crypto industry and its regulation challenges. "There is going to be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."

20:01 -- On the SEC’s proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."

24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.

28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."

30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."

32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."

33:30 -- The best corporate governance trend of 2022: boardroom diversity.

34:13 -- The worst corporate governance trend of 2022: the political whiplash.

34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."

36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."

38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)

40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year. 

Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joe Grundfest: 2022 in Review and Governance Trends for 2023. Joe Grundfest, Evan Epstein 00:42:59 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. Joe was my inaugural guest for this podcast in 2020 and he was my first-year anniversary guest in 2021 (E35). This time, I bring him back to wrap up 2022 and provide an outlook as we start 2023. In this podcast, we address the state of capital markets, the tech layoff trend and the rise of AI and ChatGPT. We also discussed five big topics: 1) Crypto and its regulatory framework; 2) the SEC’s proposed climate change regulation, 3) The politicization of ESG, 4) Asset managers passing-through voting power to beneficial owners, and 5) The impact of universal proxy cards on shareholder activism. We also get a take on the business winners and losers of 2022, the best and worst corporate governance trends of 2022, and the biggest corporate governance trends to watch out for in 2023. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. Joe was my inaugural guest for this podcast in 2020 and he was my first-year anniversary guest in 2021 (E35). This time, I bring him back to wrap up 2022 and provide an outlook as we start 2023. In this podcast, we address the state of capital markets, the tech layoff trend and the rise of AI and ChatGPT. We also discussed five big topics: 1) Crypto and its regulatory framework; 2) the SEC’s proposed climate change regulation, 3) The politicization of ESG, 4) Asset managers passing-through voting power to beneficial owners, and 5) The impact of universal proxy cards on shareholder activism. We also get a take on the business winners and losers of 2022, the best and worst corporate governance trends of 2022, and the biggest corporate governance trends to watch out for in 2023. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com climate change, shareholder activism, institutional investors, elon musk, investors, prince harry, stanford, stanford law school, crypto regulation, downturn, capital markets, universal proxy rules, venture capital, securities and exchange commission, fraud, politics, tech layoffs, ipos, ai, spacs, chatgpt, delegation of voting power, blockchain, sec, interest rates, anti-esg, crypto, voting choice, esg, boardroom diversity false full 84 5c1de80e-85db-4905-9141-b4f691725e08 Peter Gleason: "We Look at Board Directorships as a Profession with Accountability and Expectations." 0:00 -- Intro.

1:31 -- Start of interview.

1:57 -- Peter's "origin story". 

2:40 -- His career prior to NACD, including at Institutional Shareholder Services (ISS).  Peter joined NACD in 2000.

4:52 -- On the origin and mission of the National Association of Corporate Directors (NACD). Founded in 1977 by John Nash. Today the organization has grown to 23,000+ members. 

7:02 -- About the NACD Directorship Certification (created three years ago). About 2,800 candidates have registered, and about ~1,100 have graduated with the certification.

10:38 -- On the evolution of corporate governance in the last 30 years from his vantage point. “Everything has changed [about boards] – it used to be more of an honorary position, we look it now as a profession with accountability and expectations.” The precedent of the ISS corporate governance quotient (CGQ).

14:36 -- About NACD’s Future of the American Board Report: A Framework for Governing into the Future. 

20:07 -- On NACD's Summit 2022 and lessons from 2022 from a corporate governance perspective. The impact of the pandemic and getting back to in-person events.

24:29 -- About NACD's 20 chapters throughout the US. Mostly in "NFL cities."

27:53 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

30:30 -- On Institutional Investors passing-through voting power to beneficial owners, retail investors and the Universal Proxy Rule. A revolution in shareholder democracy?

41:01 -- On the increasing influence of private markets and its corporate governance implications. "From NACD's 23,000 members, about 8,000 are directors of private companies." There is a lot of informationsharing between public and private company directors.

43:49 -- On the challenges of founder-led private companies. The case of FTX.

47:20 -- On dual-class share structures (supermajority voting structures). "The NACD doesn't have an official position." The example of Meta and Mark Zuckerberg. On the role of the board in non-profits. "I always recommend to go get a few independent directors for boards, because they will tell you what they are thinking (unvarnished opinions) but you have to listen to their independent advice."

52:10 -- Focus on social issues (pressure on CEOs speaking out). The framework that CEOs and boards must use to communicate their positions.

55:39 - The books that have greatly influenced his life: 

  1. Good to Great, by Jim Collins (2001)
  2. To Kill a Mockingbird, by Harper Lee (1960)
  3. The Industries of the Future, by Alec Ross (2016)

57:17 - His mentors, and what he learned from them. 

  1. His parents.
  2. Ken Daly, former CEO of NACD from 2007-2017.
  3. Ira Millstein

59:32 -  Quotes he thinks of often or live his life by. 

  1. "If at first you don't succeed, try, try again." (from his parents)
  2. "It ain't about how hard you hit. It's about how hard you can get hit and keep moving forward." Rocky Balboa.
  3. "Man in the Arena" by Teddy Roosevelt (1910).

1:00:59 - An unusual habit or an absurd thing that he loves: he watches TV to unwind (noise in the background).

1:01:52 - The living person he most admires: his mother and his wife.

Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD).

__

 You can follow the NACD on social media at:

Twitter: https://twitter.com/NACD

LinkedIn: https://www.linkedin.com/company/national-association-of-corporate-directors/

YouTube: https://www.youtube.com/user/NACDVideos1

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 5 Jan 2023 12:53:32 +0000 evan.epstein@pacificaglobal.com (Peter Gleason, Evan Epstein) https://boardroom-governance.com/episodes/peter-gleason-RpVlWcXA 0:00 -- Intro.

1:31 -- Start of interview.

1:57 -- Peter's "origin story". 

2:40 -- His career prior to NACD, including at Institutional Shareholder Services (ISS).  Peter joined NACD in 2000.

4:52 -- On the origin and mission of the National Association of Corporate Directors (NACD). Founded in 1977 by John Nash. Today the organization has grown to 23,000+ members. 

7:02 -- About the NACD Directorship Certification (created three years ago). About 2,800 candidates have registered, and about ~1,100 have graduated with the certification.

10:38 -- On the evolution of corporate governance in the last 30 years from his vantage point. “Everything has changed [about boards] – it used to be more of an honorary position, we look it now as a profession with accountability and expectations.” The precedent of the ISS corporate governance quotient (CGQ).

14:36 -- About NACD’s Future of the American Board Report: A Framework for Governing into the Future. 

20:07 -- On NACD's Summit 2022 and lessons from 2022 from a corporate governance perspective. The impact of the pandemic and getting back to in-person events.

24:29 -- About NACD's 20 chapters throughout the US. Mostly in "NFL cities."

27:53 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

30:30 -- On Institutional Investors passing-through voting power to beneficial owners, retail investors and the Universal Proxy Rule. A revolution in shareholder democracy?

41:01 -- On the increasing influence of private markets and its corporate governance implications. "From NACD's 23,000 members, about 8,000 are directors of private companies." There is a lot of informationsharing between public and private company directors.

43:49 -- On the challenges of founder-led private companies. The case of FTX.

47:20 -- On dual-class share structures (supermajority voting structures). "The NACD doesn't have an official position." The example of Meta and Mark Zuckerberg. On the role of the board in non-profits. "I always recommend to go get a few independent directors for boards, because they will tell you what they are thinking (unvarnished opinions) but you have to listen to their independent advice."

52:10 -- Focus on social issues (pressure on CEOs speaking out). The framework that CEOs and boards must use to communicate their positions.

55:39 - The books that have greatly influenced his life: 

  1. Good to Great, by Jim Collins (2001)
  2. To Kill a Mockingbird, by Harper Lee (1960)
  3. The Industries of the Future, by Alec Ross (2016)

57:17 - His mentors, and what he learned from them. 

  1. His parents.
  2. Ken Daly, former CEO of NACD from 2007-2017.
  3. Ira Millstein

59:32 -  Quotes he thinks of often or live his life by. 

  1. "If at first you don't succeed, try, try again." (from his parents)
  2. "It ain't about how hard you hit. It's about how hard you can get hit and keep moving forward." Rocky Balboa.
  3. "Man in the Arena" by Teddy Roosevelt (1910).

1:00:59 - An unusual habit or an absurd thing that he loves: he watches TV to unwind (noise in the background).

1:01:52 - The living person he most admires: his mother and his wife.

Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD).

__

 You can follow the NACD on social media at:

Twitter: https://twitter.com/NACD

LinkedIn: https://www.linkedin.com/company/national-association-of-corporate-directors/

YouTube: https://www.youtube.com/user/NACDVideos1

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Peter Gleason: "We Look at Board Directorships as a Profession with Accountability and Expectations." Peter Gleason, Evan Epstein 01:03:36 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Peter Gleason, the President and CEO of the National Association of Corporate Directors (NACD). Peter is a recognized expert on board leadership and corporate governance issues. Before joining NACD, Peter was a management consultant with both Ernst & Young and Pritchett & Associates. Prior, he served as Vice President and Director of U.S. Research for Institutional Shareholder Services (ISS). In this podcast, we talk about the origin and mission of NACD, its board certification process and the Future of the American Board Report. We also address the evolution of U.S. public company governance in the last 30 years, ESG, the increasing polarization of governance, universal proxy cards and large institutional investors passing through voting power to their beneficial owners. In addition, we tackle private company governance, dual-class shares and other issues relevant for corporate directors as we closed on 2022. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Peter Gleason, the President and CEO of the National Association of Corporate Directors (NACD). Peter is a recognized expert on board leadership and corporate governance issues. Before joining NACD, Peter was a management consultant with both Ernst & Young and Pritchett & Associates. Prior, he served as Vice President and Director of U.S. Research for Institutional Shareholder Services (ISS). In this podcast, we talk about the origin and mission of NACD, its board certification process and the Future of the American Board Report. We also address the evolution of U.S. public company governance in the last 30 years, ESG, the increasing polarization of governance, universal proxy cards and large institutional investors passing through voting power to their beneficial owners. In addition, we tackle private company governance, dual-class shares and other issues relevant for corporate directors as we closed on 2022. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, founder led companies, corporate governance, institutional investors, board directorships, institutional shareholder services, universal proxy rule, peter gleason, dual class share structures, social issues, nacd, environmental social & governance, national association of corporate directors, shareholder democracy, nacd's future of the american board report, iss, esg, nacd directorship certification false full 83 af0eb115-79cb-41cb-882b-c0729ee3e810 Lydia Beebe: On Corporate Secretaries and the Evolution of Corporate Governance. 0:00 -- Intro.

1:40 -- Start of interview.

2:25 -- Lydia's "origin story". 

3:35 -- On her career at Chevron, particularly as Corporate Secretary and Chief Governance Officer. She was the first woman elected Officer at Chevron.

7:22 -- On board agendas.

10:28 -- On how the Corporate Secretary and Chief Governance Officer roles have evolved in U.S. public corporations. 

13:56 -- Her personal path to corporate board memberships.

  1. [14:36] HCC Insurance Holdings (acquired one year after she joined)
  2. [15:19] Aemitis, a renewable fuels and biochemicals company that commercializes innovative technologies to replace traditional fossil fuels.
  3. [17:05] Kansas City Southern Voting Trust, a cross-border freight railway company.
  4. [19:30] EQT Corporation, a natural gas producer energy company. *She joined the board as part of the dissident slate of shareholder activists.

24:36 -- On the evolution of shareholder engagement in large U.S. public corporations.

29:46 -- Lessons from the Exxon proxy fight with Engine No.1.

32:39 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

36:28 -- On board evaluations.

43:30 -- On board committees. 

47:22 -- On the FTX collapse and its lack of a board and governance generally.

49:25 - The books that have greatly influenced her life: 

  1. The Autobiography of Eleanor Roosevelt, by Eleanor Roosevelt (1961)

50:11 - Her mentors, and what she learned from them. "You've got to have a board of mentors."

53:34 -  Quotes she thinks of often or live her life by. "It's 25% the decision you make and 75% what you make of the decision."

54:10 - An unusual habit or an absurd thing that she loves: She's a big KU Jayhawks fan, plus a Peloton user/fan.

55:37 - The living person she most admires: Volodymyr Zelensky (also Liz Cheney and Henry Kissinger).

Lydia Beebe is a public company corporate director and currently serves as Principal of LIBB Advisors LLC, a corporate governance consulting firm. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer, from 1995 to April 2015. She previously was Co-Director of Stanford Institutional Investors’ Forum and Senior Counsel for Wilson Sonsini Goodrich & Rosati P.C. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 26 Dec 2022 11:14:26 +0000 evan.epstein@pacificaglobal.com (Lydia Beebe, Evan Epstein) https://boardroom-governance.com/episodes/lydia-beebe-9VxyQiWD 0:00 -- Intro.

1:40 -- Start of interview.

2:25 -- Lydia's "origin story". 

3:35 -- On her career at Chevron, particularly as Corporate Secretary and Chief Governance Officer. She was the first woman elected Officer at Chevron.

7:22 -- On board agendas.

10:28 -- On how the Corporate Secretary and Chief Governance Officer roles have evolved in U.S. public corporations. 

13:56 -- Her personal path to corporate board memberships.

  1. [14:36] HCC Insurance Holdings (acquired one year after she joined)
  2. [15:19] Aemitis, a renewable fuels and biochemicals company that commercializes innovative technologies to replace traditional fossil fuels.
  3. [17:05] Kansas City Southern Voting Trust, a cross-border freight railway company.
  4. [19:30] EQT Corporation, a natural gas producer energy company. *She joined the board as part of the dissident slate of shareholder activists.

24:36 -- On the evolution of shareholder engagement in large U.S. public corporations.

29:46 -- Lessons from the Exxon proxy fight with Engine No.1.

32:39 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

36:28 -- On board evaluations.

43:30 -- On board committees. 

47:22 -- On the FTX collapse and its lack of a board and governance generally.

49:25 - The books that have greatly influenced her life: 

  1. The Autobiography of Eleanor Roosevelt, by Eleanor Roosevelt (1961)

50:11 - Her mentors, and what she learned from them. "You've got to have a board of mentors."

53:34 -  Quotes she thinks of often or live her life by. "It's 25% the decision you make and 75% what you make of the decision."

54:10 - An unusual habit or an absurd thing that she loves: She's a big KU Jayhawks fan, plus a Peloton user/fan.

55:37 - The living person she most admires: Volodymyr Zelensky (also Liz Cheney and Henry Kissinger).

Lydia Beebe is a public company corporate director and currently serves as Principal of LIBB Advisors LLC, a corporate governance consulting firm. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer, from 1995 to April 2015. She previously was Co-Director of Stanford Institutional Investors’ Forum and Senior Counsel for Wilson Sonsini Goodrich & Rosati P.C. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Lydia Beebe: On Corporate Secretaries and the Evolution of Corporate Governance. Lydia Beebe, Evan Epstein 00:58:22 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lydia Beebe, an experienced director, committee chair and board chair on public company and non-profit boards of directors, with a demonstrated history as a C-suite executive. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer from 1995 to 2015. She currently serves on the boards of Aemetis, Kansas City Southern Voting Trust and EQT Corporation. Other previous and current director experience includes HCC Insurance Holdings and several private and charitable organizations, including the Council of Institutional Investors, the Society for Corporate Governance, the NACD Northern California Chapter and the Stanford Rock Center for Corporate Governance. In this podcast, we talk about the evolution of the corporate secretary and chief governance officer roles in public corporations, and her personal path to corporate boards. We also address the evolution of corporate governance, shareholder and stakeholder engagement, ESG, board evaluations, board committee structures, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lydia Beebe, an experienced director, committee chair and board chair on public company and non-profit boards of directors, with a demonstrated history as a C-suite executive. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer from 1995 to 2015. She currently serves on the boards of Aemetis, Kansas City Southern Voting Trust and EQT Corporation. Other previous and current director experience includes HCC Insurance Holdings and several private and charitable organizations, including the Council of Institutional Investors, the Society for Corporate Governance, the NACD Northern California Chapter and the Stanford Rock Center for Corporate Governance. In this podcast, we talk about the evolution of the corporate secretary and chief governance officer roles in public corporations, and her personal path to corporate boards. We also address the evolution of corporate governance, shareholder and stakeholder engagement, ESG, board evaluations, board committee structures, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com board agenda, shareholder activism, chief governance officer, stanford, corporate secretary, engagement, aemitis, eqt corporation, board committees, shareholder engagement, anti-esg, kansas city southern, ftx, esg, chevron, board evaluations false full 82 96d2279f-ce3c-4bf3-8863-f554eab2ebf7 Bob Zukis, CEO of the Digital Directors Network: On Cybersecurity in the Boardroom. 0:00 -- Intro.

1:38 -- Start of interview.

2:06 -- Bob's "origin story". His professional career with PwC and management consulting globally.

4:31 -- On globalization, China and current geopolitical tensions.

6:14 -- His career post PwC. He led a venture-backed SaaS company and became an Adjunct Professor at USC.

7:28 -- About the Digital Directors Network, focused on digital and cybersecurity in the boardroom. "It's an educational/training, advocacy and advisory platform."

11:40 -- The value of digital and cybersecurity in the boardroom.

13:35 -- The background and scope of his book "Digital and Cybersecurity Governance Around the World."

15:38 -- The digital value business case for corporate boards.

17:43 -- Some of the digital and cyber governance leading practices. "It's usually around three areas: 1) Who's on the board, 2) how is the board structured around these issues, and 3) how does the board understand risk."

18:32 -- How to define a digitally savvy director. His "director framework" (8 domains).  Reference to MIT research that found that "companies with digitally savvy boards had at least 34% higher performance on market cap growth, revenue growth, and ROA." Critical mass of three digitally savvy directors on one board.

21:42 -- Where to place cybersecurity in board committees. His recommendation: a separate technology and cybersecurity committee (cites examples of GM, WalMart, FedEx, Hasbro). He questions its placement in audit committees.

24:17 -- His thoughts on quotas for boards (on cybersecurity expertise). "Quota is such a dirty word [in governance circles] but they work and force the issue." "Gary Gensler was a senior advisor to Senator Paul Sarbanes, so the Statement on Proposal for Mandatory Cybersecurity Disclosures comes directly from his SOX days (he knows it works, it's a comply or explain provision)."

27:05 -- On international vs US boardroom cybersecurity practices. Skills, structure, scope.

30:06 -- On some of the techniques employed by hackers to infiltrate corporate systems. 

32:16 -- On state and government level vs private corporate cybersecurity practices and collaboration.

33:59 -- Directors' oversight duties on cybersecurity and cyber insurance. "Our estimate is that only 9-10% of the economic exposure to cyber risk has been accepted or transferred to the cyber insurance risk industry [the company is on the hook for ~90% of the financial impact of this threat]." Individual liability of directors for cyber breaches (standard is high in the US). Del. Court Dismisses Cybersecurity-Related Oversight Claim Against SolarWinds Board.

38:19 -- Cybersecurity experts in the boardroom: "In US boards: 10-14%, it's inching up but it should be 100%" "For $315k per year [avg comp of S&P500 director] any corporate board can materially improve a critical control point in their cybersecurity system by putting a cyber expert on the board. It's a no-brainer, a slam dunk."

40:43 -- The "unfair" bias against CIOs and CISOs in the boardroom (as one-trick ponies).

43:49 -- "Digital and cybersecurity is part of the G in ESG, and we have not made nearly as much traction as some of the E and S folks have, so we still have some work to do."

45:05 -- "If you're a corporate director you should understand the skills, structure and scope of risk oversight that you have to address to govern these [digital and cybersecurity] issues."

45:57 - The books that have greatly influenced his life: 

  1. The History of Pi, by Petr Beckman (1970)
  2. The Nature of Technology, by W. Brian Author (2010)

47:45 - His mentors, and what he learned from them: his teams and clients.

49:02 - His favorite city (and why): Hong Kong.

50:20 -  Quotes he thinks of often or live his life by: Robert's Frost The Road Not Taken.  

50:55 - An unusual habit or an absurd thing that she loves: "I'm a workout maniac."

51:50 - The living person he most admires: Volodymyr Zelensky.

Bob Zukis is the Founder and CEO of the Digital Directors Network and an Adjunct Professor at the USC Marshall School of Business where he teaches strategy, structured problem solving, global business issues and corporate governance.

__

 You can follow Bob on social media at:

Email: bob@digitaldirectors.network

Website: www.digitaldirectors.network

LinkedIn: https://www.linkedin.com/in/bobzukis/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 19 Dec 2022 15:31:17 +0000 evan.epstein@pacificaglobal.com (Bob Zukis, Evan Epstein) https://boardroom-governance.com/episodes/bob-zukis-J2wPdjvs 0:00 -- Intro.

1:38 -- Start of interview.

2:06 -- Bob's "origin story". His professional career with PwC and management consulting globally.

4:31 -- On globalization, China and current geopolitical tensions.

6:14 -- His career post PwC. He led a venture-backed SaaS company and became an Adjunct Professor at USC.

7:28 -- About the Digital Directors Network, focused on digital and cybersecurity in the boardroom. "It's an educational/training, advocacy and advisory platform."

11:40 -- The value of digital and cybersecurity in the boardroom.

13:35 -- The background and scope of his book "Digital and Cybersecurity Governance Around the World."

15:38 -- The digital value business case for corporate boards.

17:43 -- Some of the digital and cyber governance leading practices. "It's usually around three areas: 1) Who's on the board, 2) how is the board structured around these issues, and 3) how does the board understand risk."

18:32 -- How to define a digitally savvy director. His "director framework" (8 domains).  Reference to MIT research that found that "companies with digitally savvy boards had at least 34% higher performance on market cap growth, revenue growth, and ROA." Critical mass of three digitally savvy directors on one board.

21:42 -- Where to place cybersecurity in board committees. His recommendation: a separate technology and cybersecurity committee (cites examples of GM, WalMart, FedEx, Hasbro). He questions its placement in audit committees.

24:17 -- His thoughts on quotas for boards (on cybersecurity expertise). "Quota is such a dirty word [in governance circles] but they work and force the issue." "Gary Gensler was a senior advisor to Senator Paul Sarbanes, so the Statement on Proposal for Mandatory Cybersecurity Disclosures comes directly from his SOX days (he knows it works, it's a comply or explain provision)."

27:05 -- On international vs US boardroom cybersecurity practices. Skills, structure, scope.

30:06 -- On some of the techniques employed by hackers to infiltrate corporate systems. 

32:16 -- On state and government level vs private corporate cybersecurity practices and collaboration.

33:59 -- Directors' oversight duties on cybersecurity and cyber insurance. "Our estimate is that only 9-10% of the economic exposure to cyber risk has been accepted or transferred to the cyber insurance risk industry [the company is on the hook for ~90% of the financial impact of this threat]." Individual liability of directors for cyber breaches (standard is high in the US). Del. Court Dismisses Cybersecurity-Related Oversight Claim Against SolarWinds Board.

38:19 -- Cybersecurity experts in the boardroom: "In US boards: 10-14%, it's inching up but it should be 100%" "For $315k per year [avg comp of S&P500 director] any corporate board can materially improve a critical control point in their cybersecurity system by putting a cyber expert on the board. It's a no-brainer, a slam dunk."

40:43 -- The "unfair" bias against CIOs and CISOs in the boardroom (as one-trick ponies).

43:49 -- "Digital and cybersecurity is part of the G in ESG, and we have not made nearly as much traction as some of the E and S folks have, so we still have some work to do."

45:05 -- "If you're a corporate director you should understand the skills, structure and scope of risk oversight that you have to address to govern these [digital and cybersecurity] issues."

45:57 - The books that have greatly influenced his life: 

  1. The History of Pi, by Petr Beckman (1970)
  2. The Nature of Technology, by W. Brian Author (2010)

47:45 - His mentors, and what he learned from them: his teams and clients.

49:02 - His favorite city (and why): Hong Kong.

50:20 -  Quotes he thinks of often or live his life by: Robert's Frost The Road Not Taken.  

50:55 - An unusual habit or an absurd thing that she loves: "I'm a workout maniac."

51:50 - The living person he most admires: Volodymyr Zelensky.

Bob Zukis is the Founder and CEO of the Digital Directors Network and an Adjunct Professor at the USC Marshall School of Business where he teaches strategy, structured problem solving, global business issues and corporate governance.

__

 You can follow Bob on social media at:

Email: bob@digitaldirectors.network

Website: www.digitaldirectors.network

LinkedIn: https://www.linkedin.com/in/bobzukis/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Bob Zukis, CEO of the Digital Directors Network: On Cybersecurity in the Boardroom. Bob Zukis, Evan Epstein 00:53:55 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bob Zukis, the Founder and CEO of the Digital Directors Network and an Adjunct Professor at the USC Marshall School of Business where he teaches strategy, structured problem solving, global business issues and corporate governance. Bob is a retired PwC advisory senior partner where he lived and worked on 4 continents across 20 countries and built high performing teams, launched and led multiple businesses and helped the global F1000 on a range of strategic, operational and technology issues. He held senior leadership roles on PwC's Global and Asia Pacific leadership teams and led their US IT strategy and operations practice and data management business units. He has broader experience as a SaaS CEO, PE/VC advisor, board member and is the author of two books and three book chapters. In this podcast, we talk about his career, the Digital Directors Network and all things digital and cybersecurity in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bob Zukis, the Founder and CEO of the Digital Directors Network and an Adjunct Professor at the USC Marshall School of Business where he teaches strategy, structured problem solving, global business issues and corporate governance. Bob is a retired PwC advisory senior partner where he lived and worked on 4 continents across 20 countries and built high performing teams, launched and led multiple businesses and helped the global F1000 on a range of strategic, operational and technology issues. He held senior leadership roles on PwC's Global and Asia Pacific leadership teams and led their US IT strategy and operations practice and data management business units. He has broader experience as a SaaS CEO, PE/VC advisor, board member and is the author of two books and three book chapters. In this podcast, we talk about his career, the Digital Directors Network and all things digital and cybersecurity in the boardroom. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com board oversight, usc, cybersecurity expertise, corporate governance, digital directors network, globalization, board composition, ciso, quotas, board structure, digital savvy directors, cyber insurance, cio, marshall school of business, digital directors, cybersecurity, pwc false full 81 31de0733-4b6d-4d0d-bbda-d233b4465d3b Mary Cranston: "A Good Strategic Lawyer Should Be a Requirement on Every Board." 0:00 -- Intro.

1:34 -- Start of interview.

2:28 -- Mary's "origin story". About her legal career at Pillsbury Winthrop Shaw Pittman LLP. On the influence of Toni Rembe on her board career.  

9:13 -- On her transition to a board career, and lawyers as corporate directors. "Boards have prejudice against putting lawyers on boards. I think that is wrong and extremely short sighted [But I think we are starting to see a real trend of more lawyers on boards.]" The ABA and Catalyst's DirectWomen Initiative (its mission is to increase the representation of women lawyers on corporate boards.)

11:57 -- On the evolution of gender diversity at law firms. "I see progress, but probably not as fast as the most enlightened corporate environments."

13:49 -- On boardroom diversity. "In America we have a cultural norm against quotas." 

19:01 -- On the evolution of shareholder engagement and the empowerment of corporate directors.

22:24 -- On the shareholder and stakeholder governance debate [BRT restatement of the purpose of the corporation 2019] "I've always thought that this was a little bit of a circular tempest in a teapot because in my mind companies need to be run for the medium to long-term interest of the shareholders."

24:23 -- On ESG and the latest "anti-ESG" trend.

25:45 -- How should [technology company] boards approach the current downturn.

29:46 -- On supervisory boards in Europe and the advantages (flexibility) of US corporate governance standards.

32:27 -- On tech companies staying private or going public. "There is a fair legitimate bias against going public now."  "We've got to be clear on whether some of our regulation of public markets is worth the candle." "[But] the American economy [to be the dominant force in the world] needs both the public and private markets."

36:23 -- On private equity boards. [For extra background, see Boards 3.0 by Profs Gilson and Gordon]

40:07 -- On founder-led companies and the practice of dual-class share structures.

41:35 -- Her pitch for more lawyers on boards: "Lawyers are often phenomenal directors." "A good strategic lawyer should be a requirement on every board [but that's not how the current board world sees it]."

44:47 - What books have greatly influenced your life: 

  1. Good to Great, by Jim Collins (2001)
  2. Start Where You Are, by Pema Chodron (2001)

46:01 - Who were your mentors, and what did you learn from them?

  1. Her mother and sister.
  2. Toni Rembe
  3. Margaret Gill

46:43 -  Are there any quotes you think of often or live your life by? 

"Don't believe your thoughts until you really look at them."

46:53 - An unusual habit or an absurd thing that she loves: meditation (she's been doing it for 40 years)

47:46 - The living person she most admires: "A group: the women who were first into their professions"

Mary Cranston is a seasoned corporate director and attorney. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 12 Dec 2022 16:14:16 +0000 evan.epstein@pacificaglobal.com (Mary Cranston, Evan Epstein) https://boardroom-governance.com/episodes/mary-cranston-rQqHQXyL 0:00 -- Intro.

1:34 -- Start of interview.

2:28 -- Mary's "origin story". About her legal career at Pillsbury Winthrop Shaw Pittman LLP. On the influence of Toni Rembe on her board career.  

9:13 -- On her transition to a board career, and lawyers as corporate directors. "Boards have prejudice against putting lawyers on boards. I think that is wrong and extremely short sighted [But I think we are starting to see a real trend of more lawyers on boards.]" The ABA and Catalyst's DirectWomen Initiative (its mission is to increase the representation of women lawyers on corporate boards.)

11:57 -- On the evolution of gender diversity at law firms. "I see progress, but probably not as fast as the most enlightened corporate environments."

13:49 -- On boardroom diversity. "In America we have a cultural norm against quotas." 

19:01 -- On the evolution of shareholder engagement and the empowerment of corporate directors.

22:24 -- On the shareholder and stakeholder governance debate [BRT restatement of the purpose of the corporation 2019] "I've always thought that this was a little bit of a circular tempest in a teapot because in my mind companies need to be run for the medium to long-term interest of the shareholders."

24:23 -- On ESG and the latest "anti-ESG" trend.

25:45 -- How should [technology company] boards approach the current downturn.

29:46 -- On supervisory boards in Europe and the advantages (flexibility) of US corporate governance standards.

32:27 -- On tech companies staying private or going public. "There is a fair legitimate bias against going public now."  "We've got to be clear on whether some of our regulation of public markets is worth the candle." "[But] the American economy [to be the dominant force in the world] needs both the public and private markets."

36:23 -- On private equity boards. [For extra background, see Boards 3.0 by Profs Gilson and Gordon]

40:07 -- On founder-led companies and the practice of dual-class share structures.

41:35 -- Her pitch for more lawyers on boards: "Lawyers are often phenomenal directors." "A good strategic lawyer should be a requirement on every board [but that's not how the current board world sees it]."

44:47 - What books have greatly influenced your life: 

  1. Good to Great, by Jim Collins (2001)
  2. Start Where You Are, by Pema Chodron (2001)

46:01 - Who were your mentors, and what did you learn from them?

  1. Her mother and sister.
  2. Toni Rembe
  3. Margaret Gill

46:43 -  Are there any quotes you think of often or live your life by? 

"Don't believe your thoughts until you really look at them."

46:53 - An unusual habit or an absurd thing that she loves: meditation (she's been doing it for 40 years)

47:46 - The living person she most admires: "A group: the women who were first into their professions"

Mary Cranston is a seasoned corporate director and attorney. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mary Cranston: "A Good Strategic Lawyer Should Be a Requirement on Every Board." Mary Cranston, Evan Epstein 00:49:26 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Mary Cranston, a seasoned corporate director and lawyer based in San Francisco. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards. She has been recognized by the National Law Journal as one of the 100 most influential lawyers in the United States, and by the National Association of Corporate Directors as one of the 50 most influential and effective public company directors in America. Mary has served as an advisor and investor to numerous startups in technology, financial technology and pharmaceuticals. In this podcast, we talk about her career as a lawyer and corporate director. We address diversity in law firms and boards, lawyers serving as corporate directors and the evolution of shareholder engagement. Among other topics, we discuss ESG, shareholder and stakeholder governance, the current downcycle and its impact on board service. We also address some of the distinctions between serving on public and private company boards, including private equity and venture-backed companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Mary Cranston, a seasoned corporate director and lawyer based in San Francisco. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards. She has been recognized by the National Law Journal as one of the 100 most influential lawyers in the United States, and by the National Association of Corporate Directors as one of the 50 most influential and effective public company directors in America. Mary has served as an advisor and investor to numerous startups in technology, financial technology and pharmaceuticals. In this podcast, we talk about her career as a lawyer and corporate director. We address diversity in law firms and boards, lawyers serving as corporate directors and the evolution of shareholder engagement. Among other topics, we discuss ESG, shareholder and stakeholder governance, the current downcycle and its impact on board service. We also address some of the distinctions between serving on public and private company boards, including private equity and venture-backed companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder governance, private markets, founder led companies, shareholder value, institutional investors, private equity, diversity on boards, fiduciary duties, board diversity, business roundtable restatement, pillsbury winthrop shaw pittman, directwomen, board composition, downturn, pe, dual class share structures, board members, corporate purpose, lawyers, shareholder engagement, gender diversity, going public, esg, boardroom diversity, pillsbury false full 80 17bf27f6-16d9-4e9d-a9a8-e718a3485ade Insights from Silicon Valley: Who’s Up, What’s Down & Why it Matters. 0:00 -- Intro [Evan Epstein]

1:30 -- Intro [David Beatty]

3:50 -- Start of interview.

4:55 -- Discussion on unicorns. [see research on unicorn exits]. 

9:17 -- On the rise of private markets.

11:57 -- On startup governance.

15:31 -- The importance of governance in downturns (in contrast to bull markets).

16:32 -- Elon Musk and his companies.

18:42 -- On layoffs in the tech industry this year.

20:05 -- How boards are adapting to the "digital tsunami" (board composition: age, 'tech savvy' directors, etc).

23:21 -- On cybersecurity in the boardroom.

29:00 -- On the surge of the electric vehicle (EV) industry and the IRA Act. Geopolitics and supply chain divestment from China. 

36:26 -- The impact of the pandemic in Silicon Valley, particularly on remote work and tech migration. An opportunity for Canada.

38:36 -- On Sam Bankman-Fried (FTX collapse). 

41:15 -- Innovation by large established tech companies vs entrepreneurs/startups. Zero to One and The Power Law books.

46:34  -- On dual-class share structures.

50:58  -- On climate tech and Silicon Valley. 

53:39  -- B-corps and public benefit corporations. [You can also check out E14 with Frederick Alexander on this topic]

56:37  -- On ESG and shareholder activism. The Exxon Mobil proxy fight. The "anti-ESG" movement in the US (for example: Florida pulling $2B from BlackRock in largest anti-ESG divestment)

58:23 - Final words.

__

David R. Beatty is a Professor at Rotman School of Management at the University of Toronto and the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation.

You can find a video recording of this event [for a limited time] in this link.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 5 Dec 2022 14:29:15 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, David Beatty) https://boardroom-governance.com/episodes/insights-from-silicon-valley-whos-up-whats-down-why-it-matters-WoKfSWnA 0:00 -- Intro [Evan Epstein]

1:30 -- Intro [David Beatty]

3:50 -- Start of interview.

4:55 -- Discussion on unicorns. [see research on unicorn exits]. 

9:17 -- On the rise of private markets.

11:57 -- On startup governance.

15:31 -- The importance of governance in downturns (in contrast to bull markets).

16:32 -- Elon Musk and his companies.

18:42 -- On layoffs in the tech industry this year.

20:05 -- How boards are adapting to the "digital tsunami" (board composition: age, 'tech savvy' directors, etc).

23:21 -- On cybersecurity in the boardroom.

29:00 -- On the surge of the electric vehicle (EV) industry and the IRA Act. Geopolitics and supply chain divestment from China. 

36:26 -- The impact of the pandemic in Silicon Valley, particularly on remote work and tech migration. An opportunity for Canada.

38:36 -- On Sam Bankman-Fried (FTX collapse). 

41:15 -- Innovation by large established tech companies vs entrepreneurs/startups. Zero to One and The Power Law books.

46:34  -- On dual-class share structures.

50:58  -- On climate tech and Silicon Valley. 

53:39  -- B-corps and public benefit corporations. [You can also check out E14 with Frederick Alexander on this topic]

56:37  -- On ESG and shareholder activism. The Exxon Mobil proxy fight. The "anti-ESG" movement in the US (for example: Florida pulling $2B from BlackRock in largest anti-ESG divestment)

58:23 - Final words.

__

David R. Beatty is a Professor at Rotman School of Management at the University of Toronto and the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation.

You can find a video recording of this event [for a limited time] in this link.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Insights from Silicon Valley: Who’s Up, What’s Down & Why it Matters. Evan Epstein, David Beatty 01:00:12 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. This is a special *bonus track* episode recorded from a live online event with Professor David Beatty from the Rotman School of Management and co-hosted by the David and Sharon Johnston Centre for Corporate Governance at the University of Toronto. It took place on December 1st, 2022. In this podcast, you will hear us talk about unicorns, private markets, startup governance and innovation. We also address the importance of governance in the downturn, board composition, dual-class shares, the case of Sam Bankman-Fried, the IRA Act, climate tech, public benefit corporations, ESG and more. Thanks again to David Beatty and the Rotman School for the invitation. Note: David was my guest in episode #2 of the podcast (back in May of 2020), and that episode is still one of the most popular ones! If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. This is a special *bonus track* episode recorded from a live online event with Professor David Beatty from the Rotman School of Management and co-hosted by the David and Sharon Johnston Centre for Corporate Governance at the University of Toronto. It took place on December 1st, 2022. In this podcast, you will hear us talk about unicorns, private markets, startup governance and innovation. We also address the importance of governance in the downturn, board composition, dual-class shares, the case of Sam Bankman-Fried, the IRA Act, climate tech, public benefit corporations, ESG and more. Thanks again to David Beatty and the Rotman School for the invitation. Note: David was my guest in episode #2 of the podcast (back in May of 2020), and that episode is still one of the most popular ones! If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, public benefit corporations, shareholder activism, elon musk, exxon mobil, electric vehicles, ira act, downturn, tech savvy directors, venture capital, climate tech, the david and sharon johnston centre for corporate governance, tesla, rotman school of management, ipos, technology, startup governance, vc, ev, blackrock, unicorns, cybersecurity, university of toronto, canada, age, twitter, esg, innovation, layoffs, b-corps, dual class shares false full 79 6415285c-17d3-4e10-a8d9-872a5ca01ceb Bill McNabb: Talent, Strategy and Risk. How Investors and Boards Are Redefining TSR. (0:00) Intro

(2:21) Start of interview.

(3:14) Bill's "origin story"

(6:57) On why he joined Vanguard in 1986, and what makes the company so special. "Intellectual rigor of Wall Street with mid-western values."

(10:30) On Bill's board career. He first joined the Philadelphia Zoo (he stepped down this summer after 16 years) and currently serves on the boards of UnitedHealthcare Group and IBM, plus other PE and VC-backed companies and non-profit boards. The connection between public and private boards.

(13:03) On his book Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR and what made him write it. The early governance stewardship by Vanguard (Jack Brennan's letter to 450 CEOs in 2002 laying out Vanguard's governance expectations on governance matters). The Common Sense Governance Principles (2016). His work with the Raj & Kamla Gupta Governance Institute at Drexel University, where he met his co-authors Ram Charan and Dennis Carey.

(17:13) On shareholder engagement and why directors should understand their investor base. Traditionally, the only times there would be shareholder engagement was when an activist would get involved (and how their role has evolved), and with say-on-pay. The role of permanent capital (index funds).

(21:21) Why some of the best-run public companies operate with a private company mindset. Some advantages of private equity boards.

(26:51) His take on dual-class stock structures. The good and the bad. "But making them permanent is a mistake."

(29:30) The focus on Talent, Strategy and Risk (TSR) in his book:

  1. (30:06) How to think about Talent.
  2. (31:58) How to think about Strategy. "Being agile around strategy is really important"
  3. (35:20) How to think about Risk. Example of cybersecurity.

(38:46) On creating a capable board: board composition and expertise. 

  1. "Having a couple of former CEOs serve on a board is very valuable."
  2. "You've got to push back on the over reliance of expertise, for an example, if you have a cyber expert who only knows about cyber, they will not add much more value to the board."
  3. "Having some domain expertise in the particular business area of the company is very important."

(45:59) On the work and focus of board committees: "Talent, Comp and Execution Committee" & "Strategy and Risk Committee."

(48:43) On the rise of Chief Human Resources Officers (CHROs). Talent and culture is critical. It has become a strategic function more than just an administrative function.

(52:14) On how to reduce the information asymmetry between management and the board. The Netflix case study by Larcker & Tayan (2018). "This is where having a couple of domain experts on your board is important because they can at least open some doors and give ideas to pursue." You need to be creative and bring in experts to present to the board (example: cybersecurity, geopolitics, activists, buy-side analysts, venture-capitalists, etc).

(56:52) On the new trend of large institutional investors delegating voting power to beneficial owners. "If you delegate to sovereign wealth funds or large pension funds who have staffs that can vote in a thoughtful way I see no problem with that. But the problem is delegating to individual investors (99.9% will not vote and the proxy advisors will determine how this is all done [and I don't think they do a great job.]" "I'm glad that Vanguard does the voting with its long-term value creation approach."

(01:01:28) His take on ESG, and the distinction between shareholder and stakeholder value. The pushback from governments failing on some large macro issues, asset managers seeking new fees, and its politization. "ESG is just a subset of the shareholder and stakeholder debate." The 'E' in ESG is the most complicated because it is so tied to these very specific climate goals. I think that this is a reaction to the fact that governments have not been able to come to any agreement on some of these issues, and I'm skeptical that companies can achieve some of these goals. It's going to be very difficult for companies to manage their businesses accordingly."

(01:07:16) The books that have greatly influenced his life: 

  1. The Leaves of Grass, by Walt Whitman (1855)
  2. The Odyssey, by Homer (8th century BCE)
  3. Mindset, by Carol Dweck (2007)

(01:10:22) His mentors, and what he learnt from them

  1. His rowing coach after College. ("always demanding excellence")
  2. Jim Gately (formerly with Vanguard)
  3. Jack Brennan (ex CEO Vanguard)

(01:13:23) The quotes he thinks of often or lives his life by

Two last lines of Invictus poem: "I am the master of my fate, I am the captain of my soul."

(01:14:02) An unusual habit or an absurd thing that he loves: Analog and Asimov's Science Fiction magazines.

(01:14:39) The living person he most admires:

  1. Warren Buffett, on the business side.
  2. Tony Blair.
  3. Condoleeza Rice (maybe his favorite interview ever)

Bill McNabb served as chairman of Vanguard from 2008 until his retirement in 2018 and served as CEO from 2008 to 2017. He is a corporate director of UnitedHealth Group and IBM. Bill also serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia University and is also a board member of CECP: The CEO Force for Good.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 28 Nov 2022 14:05:01 +0000 evan.epstein@pacificaglobal.com (Bill McNabb, Evan Epstein) https://boardroom-governance.com/episodes/bill-mcnabb-_tqK05SU (0:00) Intro

(2:21) Start of interview.

(3:14) Bill's "origin story"

(6:57) On why he joined Vanguard in 1986, and what makes the company so special. "Intellectual rigor of Wall Street with mid-western values."

(10:30) On Bill's board career. He first joined the Philadelphia Zoo (he stepped down this summer after 16 years) and currently serves on the boards of UnitedHealthcare Group and IBM, plus other PE and VC-backed companies and non-profit boards. The connection between public and private boards.

(13:03) On his book Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR and what made him write it. The early governance stewardship by Vanguard (Jack Brennan's letter to 450 CEOs in 2002 laying out Vanguard's governance expectations on governance matters). The Common Sense Governance Principles (2016). His work with the Raj & Kamla Gupta Governance Institute at Drexel University, where he met his co-authors Ram Charan and Dennis Carey.

(17:13) On shareholder engagement and why directors should understand their investor base. Traditionally, the only times there would be shareholder engagement was when an activist would get involved (and how their role has evolved), and with say-on-pay. The role of permanent capital (index funds).

(21:21) Why some of the best-run public companies operate with a private company mindset. Some advantages of private equity boards.

(26:51) His take on dual-class stock structures. The good and the bad. "But making them permanent is a mistake."

(29:30) The focus on Talent, Strategy and Risk (TSR) in his book:

  1. (30:06) How to think about Talent.
  2. (31:58) How to think about Strategy. "Being agile around strategy is really important"
  3. (35:20) How to think about Risk. Example of cybersecurity.

(38:46) On creating a capable board: board composition and expertise. 

  1. "Having a couple of former CEOs serve on a board is very valuable."
  2. "You've got to push back on the over reliance of expertise, for an example, if you have a cyber expert who only knows about cyber, they will not add much more value to the board."
  3. "Having some domain expertise in the particular business area of the company is very important."

(45:59) On the work and focus of board committees: "Talent, Comp and Execution Committee" & "Strategy and Risk Committee."

(48:43) On the rise of Chief Human Resources Officers (CHROs). Talent and culture is critical. It has become a strategic function more than just an administrative function.

(52:14) On how to reduce the information asymmetry between management and the board. The Netflix case study by Larcker & Tayan (2018). "This is where having a couple of domain experts on your board is important because they can at least open some doors and give ideas to pursue." You need to be creative and bring in experts to present to the board (example: cybersecurity, geopolitics, activists, buy-side analysts, venture-capitalists, etc).

(56:52) On the new trend of large institutional investors delegating voting power to beneficial owners. "If you delegate to sovereign wealth funds or large pension funds who have staffs that can vote in a thoughtful way I see no problem with that. But the problem is delegating to individual investors (99.9% will not vote and the proxy advisors will determine how this is all done [and I don't think they do a great job.]" "I'm glad that Vanguard does the voting with its long-term value creation approach."

(01:01:28) His take on ESG, and the distinction between shareholder and stakeholder value. The pushback from governments failing on some large macro issues, asset managers seeking new fees, and its politization. "ESG is just a subset of the shareholder and stakeholder debate." The 'E' in ESG is the most complicated because it is so tied to these very specific climate goals. I think that this is a reaction to the fact that governments have not been able to come to any agreement on some of these issues, and I'm skeptical that companies can achieve some of these goals. It's going to be very difficult for companies to manage their businesses accordingly."

(01:07:16) The books that have greatly influenced his life: 

  1. The Leaves of Grass, by Walt Whitman (1855)
  2. The Odyssey, by Homer (8th century BCE)
  3. Mindset, by Carol Dweck (2007)

(01:10:22) His mentors, and what he learnt from them

  1. His rowing coach after College. ("always demanding excellence")
  2. Jim Gately (formerly with Vanguard)
  3. Jack Brennan (ex CEO Vanguard)

(01:13:23) The quotes he thinks of often or lives his life by

Two last lines of Invictus poem: "I am the master of my fate, I am the captain of my soul."

(01:14:02) An unusual habit or an absurd thing that he loves: Analog and Asimov's Science Fiction magazines.

(01:14:39) The living person he most admires:

  1. Warren Buffett, on the business side.
  2. Tony Blair.
  3. Condoleeza Rice (maybe his favorite interview ever)

Bill McNabb served as chairman of Vanguard from 2008 until his retirement in 2018 and served as CEO from 2008 to 2017. He is a corporate director of UnitedHealth Group and IBM. Bill also serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia University and is also a board member of CECP: The CEO Force for Good.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Bill McNabb: Talent, Strategy and Risk. How Investors and Boards Are Redefining TSR. Bill McNabb, Evan Epstein 01:16:11 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bill McNabb, the former Chairman and CEO of Vanguard, the world’s second largest mutual fund manager with over $7 trillion in AUM. Bill currently serves as a board member of UnitedHealth Group and IBM, in addition to several other PE and VC-backed private company boards. Bill is the author of the book "Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR", along with his co-authors Ram Sharan and Dennis Carey (2021). In their book, they argue that since TSR (total shareholder return) cannot keep the short and long term in balance, boards should focus on a different kind of TSR—talent, strategy, and risk—because decisions and actions around these factors, more than any others, determine whether or not a company creates long-term value. The book seeks to redefine the board's agenda and explains how to: 1) Build and incentivize the right leadership team, 2) Help leaders take a longer view and communicate it to investors, 3) Refresh board composition and create diversity to meet the new challenges, 4) Keep major risks, such as cyberattacks and sexual harassment allegations, front and center, and 5) Analyze the business through the eyes of a shareholder activist. In this podcast, we talk about many of these issues including Bill’s thoughts on how to create a capable board, redesigning board committees, how to reduce information asymmetries between management and the board, and the importance of engaging with investors. We also address the rise of Chief Human Resources Officers, lessons from private equity boards and shareholder activists, the latest trend of delegation of voting power from large institutional investors to beneficial owners, and his take on ESG and corporate purpose (shareholders and stakeholder value). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Bill McNabb, the former Chairman and CEO of Vanguard, the world’s second largest mutual fund manager with over $7 trillion in AUM. Bill currently serves as a board member of UnitedHealth Group and IBM, in addition to several other PE and VC-backed private company boards. Bill is the author of the book "Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR", along with his co-authors Ram Sharan and Dennis Carey (2021). In their book, they argue that since TSR (total shareholder return) cannot keep the short and long term in balance, boards should focus on a different kind of TSR—talent, strategy, and risk—because decisions and actions around these factors, more than any others, determine whether or not a company creates long-term value. The book seeks to redefine the board's agenda and explains how to: 1) Build and incentivize the right leadership team, 2) Help leaders take a longer view and communicate it to investors, 3) Refresh board composition and create diversity to meet the new challenges, 4) Keep major risks, such as cyberattacks and sexual harassment allegations, front and center, and 5) Analyze the business through the eyes of a shareholder activist. In this podcast, we talk about many of these issues including Bill’s thoughts on how to create a capable board, redesigning board committees, how to reduce information asymmetries between management and the board, and the importance of engaging with investors. We also address the rise of Chief Human Resources Officers, lessons from private equity boards and shareholder activists, the latest trend of delegation of voting power from large institutional investors to beneficial owners, and his take on ESG and corporate purpose (shareholders and stakeholder value). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder governance, say-on-pay, chro, corporate governance, boards, sustainability, strategy, board composition, chief human resources officer, pe, vanguard, shareholder activist, dennis carey, common sense governance principles, netflix case, long term value creation, permanent capital, tsr, ibm, drexhel university, talent, corporate purpose, ram charam, board committees, delegation of voting power, shareholder engagement, vc, risk, information asymmetry, esg, unitedhealthcare group, dual class shares, boards of directors false full 78 a771d81d-5522-48c1-84be-d9dcf74efb37 Susan Angele and Stephen Brown: Insights from the KPMG Board Leadership Center. 0:00 -- Intro.

2:09 -- Start of interview.

2:54 -- Susan's "origin story". 

4:18 -- Stephen's "origin story". 

6:24 -- The origin and mission of the KPMG Board Leadership Center. It started with the Audit Committee Institute in 1999.

12:12 -- The progress on board diversity and onboarding insights for new directors. Example: Board Readiness Program from LCDA. "Two important elements for new directors to think about: 1) to deeply understand the role of the board and how that differs from management, and 2) to deeply understand what the company needs and what is the value that the director adds that no one else either on board or management is currently providing."

14:07 -- The path to the board and director performance. In Fortune 500 companies and beyond.

19:19 -- Board oversight on climate change. In this NACD’s Governance Challenges report, Susan Angele offers areas for focus and questions to consider as boards enhance their governance to integrate climate change issues into risk, strategy, culture, values, and relationships with stakeholders.

24:54 -- On whether "climate change" experts will be recruited for corporate boards.

27:53 -- Lessons from the 2022 Proxy Season on ESG. To help boards understand and shape the total impact of the company’s strategy and operations externally—on the environment, the company’s consumers and employees, the communities in which it operates, and other stakeholders—and internally, on the company’s performance, KPMG offers a five-part framework: 1) Level Setting, 2) Assessment, 3) Integration, 4) Stakeholder Communications, and 5) Board Oversight.

31:48 -- On the "anti-ESG" trend. "You have to recognize the political play on this."

36:15 -- How should CEOs and boards approach the "S" in ESG, particularly regarding employee and social matters. From Edelman data: "Employees really want to be engaged in these issues."

42:38  -- On BlackRock (and other institutional investors) stating that a new era of “shareholder democracy” is coming with technology increasing voting power and expanding voting choice for investors (see BlackRock's Voting Choice). Thoughts on this trend: "this is an issue of concentration of power." The proposed Investor Democracy is Expected (Index) Act.

48:27  -- Final thoughts and recommendations for current and aspiring directors: "The job of a director is tougher than it was 20 years ago, but what we know from evidence today is that it is still a pretty good and important job (people are not leaving it)."

50:18 - What are the 1-3 books that have greatly influenced your life: 

Stephen:

  1. I Came As A Shadow, Autobiography of John Thompson with Jesse Washington (2020)
  2. The Secret Lives of Church Ladies, by Deesha Philyaw (2020)

Susan:

  1. Unsafe at Any Speed, by Ralph Nader (1965)
  2. The Silent Spring, by Rachel Carlson (1962)
  3. The Nancy Drew Mystery Stories.

53:44 - Who were your mentors, and what did you learn from them?

  1. Stephen: Mom & Dad.
  2. Susan: her corporate governance mentor, Ann Mulé (ex corporate secretary at Sonoco, now at the University of Delaware).

54:50 - Are there any quotes you think of often or live your life by? 

  1. Stephen: "I always tell directors that one of the most powerful questions that you can ask is 'why' and 'how do you know'." [to practice cooperative skepticism]
  2. Susan: "The future is already here, it's just not evenly distributed" [William Gibson, The Economist 2003] "There is a special place in hell for women who don't help other women" [Madeleine Albright]

56:03 - An unusual habit or an absurd thing that they love: 

  1. Stephen: College sports.
  2. Susan: British royalty.

58:12 - The living person they most admire:

  1. Stephen: his wife.
  2. Susan: Volodymyr Zelensky

Susan Angele and Stephen Brown are Senior Advisors of the KPMG Board Leadership Center.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 21 Nov 2022 14:25:07 +0000 evan.epstein@pacificaglobal.com (Susan Angele, Stephen Brown, Evan Epstein) https://boardroom-governance.com/episodes/susan-angele-and-stephen-brown-1ZmvM_ft 0:00 -- Intro.

2:09 -- Start of interview.

2:54 -- Susan's "origin story". 

4:18 -- Stephen's "origin story". 

6:24 -- The origin and mission of the KPMG Board Leadership Center. It started with the Audit Committee Institute in 1999.

12:12 -- The progress on board diversity and onboarding insights for new directors. Example: Board Readiness Program from LCDA. "Two important elements for new directors to think about: 1) to deeply understand the role of the board and how that differs from management, and 2) to deeply understand what the company needs and what is the value that the director adds that no one else either on board or management is currently providing."

14:07 -- The path to the board and director performance. In Fortune 500 companies and beyond.

19:19 -- Board oversight on climate change. In this NACD’s Governance Challenges report, Susan Angele offers areas for focus and questions to consider as boards enhance their governance to integrate climate change issues into risk, strategy, culture, values, and relationships with stakeholders.

24:54 -- On whether "climate change" experts will be recruited for corporate boards.

27:53 -- Lessons from the 2022 Proxy Season on ESG. To help boards understand and shape the total impact of the company’s strategy and operations externally—on the environment, the company’s consumers and employees, the communities in which it operates, and other stakeholders—and internally, on the company’s performance, KPMG offers a five-part framework: 1) Level Setting, 2) Assessment, 3) Integration, 4) Stakeholder Communications, and 5) Board Oversight.

31:48 -- On the "anti-ESG" trend. "You have to recognize the political play on this."

36:15 -- How should CEOs and boards approach the "S" in ESG, particularly regarding employee and social matters. From Edelman data: "Employees really want to be engaged in these issues."

42:38  -- On BlackRock (and other institutional investors) stating that a new era of “shareholder democracy” is coming with technology increasing voting power and expanding voting choice for investors (see BlackRock's Voting Choice). Thoughts on this trend: "this is an issue of concentration of power." The proposed Investor Democracy is Expected (Index) Act.

48:27  -- Final thoughts and recommendations for current and aspiring directors: "The job of a director is tougher than it was 20 years ago, but what we know from evidence today is that it is still a pretty good and important job (people are not leaving it)."

50:18 - What are the 1-3 books that have greatly influenced your life: 

Stephen:

  1. I Came As A Shadow, Autobiography of John Thompson with Jesse Washington (2020)
  2. The Secret Lives of Church Ladies, by Deesha Philyaw (2020)

Susan:

  1. Unsafe at Any Speed, by Ralph Nader (1965)
  2. The Silent Spring, by Rachel Carlson (1962)
  3. The Nancy Drew Mystery Stories.

53:44 - Who were your mentors, and what did you learn from them?

  1. Stephen: Mom & Dad.
  2. Susan: her corporate governance mentor, Ann Mulé (ex corporate secretary at Sonoco, now at the University of Delaware).

54:50 - Are there any quotes you think of often or live your life by? 

  1. Stephen: "I always tell directors that one of the most powerful questions that you can ask is 'why' and 'how do you know'." [to practice cooperative skepticism]
  2. Susan: "The future is already here, it's just not evenly distributed" [William Gibson, The Economist 2003] "There is a special place in hell for women who don't help other women" [Madeleine Albright]

56:03 - An unusual habit or an absurd thing that they love: 

  1. Stephen: College sports.
  2. Susan: British royalty.

58:12 - The living person they most admire:

  1. Stephen: his wife.
  2. Susan: Volodymyr Zelensky

Susan Angele and Stephen Brown are Senior Advisors of the KPMG Board Leadership Center.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Susan Angele and Stephen Brown: Insights from the KPMG Board Leadership Center. Susan Angele, Stephen Brown, Evan Epstein 01:00:00 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Susan Angele and Stephen Brown, both Senior Advisors of the KPMG Board Leadership Center. Susan is a frequent writer and speaker on board governance topics, including strategy, risk, culture, the corporation’s role in society, and board composition and effectiveness. She is a lawyer and former Fortune 500 executive, with 25+ years in the consumer products industry, including roles as Vice President, Global Deputy General Counsel, and Chief Governance Officer at The Hershey Company, and Chief Counsel, US Snacks at Mondelez (then a $5 billion division of Kraft/Nabisco). Stephen advises business leaders on key governance challenges, including shareholder activism and engagement, board composition, ESG risks and strategy. Formerly, he was CEO of the Society of Corporate Governance and led the corporate governance group at TIAA/Nuveen. Prior to TIAA, Stephen practiced securities law at WilmerHale and Skadden and was an associate with Goldman Sachs. In this podcast, we talk about director onboarding insights, board diversity trends, board oversight for climate change, lessons from the 2022 Proxy Season on the ESG front, and the increasing politicization and polarization in corporate governance. We also address the so-called new era of “shareholder democracy” with large institutional investors passing through voting power to beneficial owners. Finally, they provide recommendations for current directors and executives seeking to start their board careers. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Susan Angele and Stephen Brown, both Senior Advisors of the KPMG Board Leadership Center. Susan is a frequent writer and speaker on board governance topics, including strategy, risk, culture, the corporation’s role in society, and board composition and effectiveness. She is a lawyer and former Fortune 500 executive, with 25+ years in the consumer products industry, including roles as Vice President, Global Deputy General Counsel, and Chief Governance Officer at The Hershey Company, and Chief Counsel, US Snacks at Mondelez (then a $5 billion division of Kraft/Nabisco). Stephen advises business leaders on key governance challenges, including shareholder activism and engagement, board composition, ESG risks and strategy. Formerly, he was CEO of the Society of Corporate Governance and led the corporate governance group at TIAA/Nuveen. Prior to TIAA, Stephen practiced securities law at WilmerHale and Skadden and was an associate with Goldman Sachs. In this podcast, we talk about director onboarding insights, board diversity trends, board oversight for climate change, lessons from the 2022 Proxy Season on the ESG front, and the increasing politicization and polarization in corporate governance. We also address the so-called new era of “shareholder democracy” with large institutional investors passing through voting power to beneficial owners. Finally, they provide recommendations for current directors and executives seeking to start their board careers. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com board oversight on climate change, employees, voting, climate change, kpmg audit committee institute, lcda, corporate governance, board diversity, nacd, directors, onboarding insights, shareholder democracy, director performance, kpmg, kpmg board leadership center, blackrock, voting choice, esg false full 77 cf4ddd3b-dedf-42ef-a57c-387dc50a4ac7 Henry Sanderson: Volt Rush, the Winners and Losers in the Race to Go Green. 0:00 -- Intro.

2:10 -- Start of interview.

3:00 -- Henry's "origin story". His other book "China's Superbank: Debt, Oil and Influence - How China Development Bank is Rewriting the Rules of Finance") (2012)

5:03 -- His current role at Benchmark Mineral Intelligence.

6:09 -  The origin of his book Volt Rush: The Winners and Losers in the Race to Go Green (2022).

10:09 --  On the new battery age and the origin of lithium-ion batteries for EVs.

12:53 -- On Contemporary Amperex Technology (CATL) and its founder Robin Zeng.

18:34 -- On the Chinese lithium industry and its champions Ganfeng Lithium and Tianqi Lithium. "They had a golden period where they could pick up assets globally, but now the West is catching up." Example: Government of Canada orders the divestiture of investments by foreign companies in Canadian critical minerals companies.

21:10 -- About Tianqi's $4bn acquisition of SQM's stake in Chile. [Disclosure: I wrote about this case in 2018 here, here and most recently in my latest newsletter, here.] On the future of the Lithium Triangle (Chile, Argentina and Bolivia) for the global lithium supply chain. The unclear future of lithium in Chile, the government has hinted on the creation of a new Chilean national lithium company. "It's a once in a 100-year opportunity, are they just going to sit back and lose out on market share? This opportunity does not come very often."

27:09 -- On the new US industrial policy to foster the EV and battery industry (and divest from China). The Bipartisan Infrastructure Law, CHIPS & Science Act, and the Inflation Reduction Act (“the single largest investment in climate and energy in American history”) combined will invest more than $135 billion to build America’s EV future, including critical minerals sourcing and processing and battery manufacturing. The impact for the global supply chain, particularly in Latin America, Africa and rest of the world.

33:03-- On geopolitics, ESG and sustainability of the global battery supply chain and EVs generally. The problem of greenwashing. Amnesty International's report on Cobalt in Africa (2016) "This is What We Die For" (on human rights abuses in the Democratic Republic of the Congo and the global trade in Cobalt). "Chinese consumers are also getting more environmentally conscious."

38:02  -- On the challenges of the energy transition from ICE vehicles to EVs. The importance of renewable energy. "Clean energy clusters will become very important."

40:09  -- On energy security, cleaner battery producers (example Northvolt from Sweden), the rise of Gigafactories, the shift to EVs from global OEMs (A Reuters analysis of 37 global automakers found that they plan to invest nearly $1.2 trillion in electric vehicles and batteries through 2030) and the future of jobs in this industry. "Vehicle manufacturing employment, which stands at 13.6 million globally, already employs 10% of its workforce in the manufacture of EVs, their components and batteries." (see IEA world energy employment report). "It is a race for the jobs of the future, and that's where the West has lost out. That's what making this industry so critical." "But the West will definitely catch up, I'm very optimistic about the U.S."

46:03 -- On whether the U.S. will encourage more mining in the US to bridge this gap. "The mining industry has not done a good job at convincing the public that this is what is needed. People who support clean energy find it hard to support mining. That's the crux of the issue."

48:14 -- On Tesla, and whether they will move upstream in the supply chain with more refining or mining. And their China operations and supply chain dependence.

53:19 -- The 1-3 books that have greatly influenced his life:

  1. The Quiet American, by Graham Greene (1955)
  2. Books by Somerset Maugham
  3. Deng Xiaoping and the Transformation of China, by Ezra Vogel (2011)

Other books he recommends on the battery global supply chain:

  1. Bottled Lightning: Superbatteries, Electric Cars, and the New Lithium Economy, by Seth Fletcher (2011)
  2. The Powerhouse: America, China, and the Great Battery War, by Seth Levine (2016)
  3. The Shadows of Consumption: Consequences for the Global Environment, by Peter Dauvergne (2008)

55:28 -- Who were your mentors, and what did you learn from them? 

Michael Forsythe, now with the NYT. When he was in China working for Bloomberg, working with investigative journalists.

56:23 -- Are there any quotes you think of often or live your life by? 

"Sooner or later...one has to take sides – if one is to remain human." by Graham Greene.

57:18 --  The person he most admires: Greta Thunberg.

Henry Sanderson is a journalist and author of Volt Rush, the Winners and Losers in the Race to Go Green. He's currently an Executive Editor at Benchmark Mineral Intelligence, the leading provider of data and information on the battery industry. Before that he covered commodities and mining for the Financial Times for seven years in London. He was previously a reporter for Bloomberg News in Beijing, where he co-authored a book about China's financial system and state capitalism, China's Superbank. He grew up in Hong Kong and lived and worked in China for seven years. 
 

__

 You can follow Henry on social media at:

Twitter: @hjesanderson

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 14 Nov 2022 14:30:00 +0000 evan.epstein@pacificaglobal.com (Henry Sanderson, Evan Epstein) https://boardroom-governance.com/episodes/henry-sanderson-4e0UU_MZ 0:00 -- Intro.

2:10 -- Start of interview.

3:00 -- Henry's "origin story". His other book "China's Superbank: Debt, Oil and Influence - How China Development Bank is Rewriting the Rules of Finance") (2012)

5:03 -- His current role at Benchmark Mineral Intelligence.

6:09 -  The origin of his book Volt Rush: The Winners and Losers in the Race to Go Green (2022).

10:09 --  On the new battery age and the origin of lithium-ion batteries for EVs.

12:53 -- On Contemporary Amperex Technology (CATL) and its founder Robin Zeng.

18:34 -- On the Chinese lithium industry and its champions Ganfeng Lithium and Tianqi Lithium. "They had a golden period where they could pick up assets globally, but now the West is catching up." Example: Government of Canada orders the divestiture of investments by foreign companies in Canadian critical minerals companies.

21:10 -- About Tianqi's $4bn acquisition of SQM's stake in Chile. [Disclosure: I wrote about this case in 2018 here, here and most recently in my latest newsletter, here.] On the future of the Lithium Triangle (Chile, Argentina and Bolivia) for the global lithium supply chain. The unclear future of lithium in Chile, the government has hinted on the creation of a new Chilean national lithium company. "It's a once in a 100-year opportunity, are they just going to sit back and lose out on market share? This opportunity does not come very often."

27:09 -- On the new US industrial policy to foster the EV and battery industry (and divest from China). The Bipartisan Infrastructure Law, CHIPS & Science Act, and the Inflation Reduction Act (“the single largest investment in climate and energy in American history”) combined will invest more than $135 billion to build America’s EV future, including critical minerals sourcing and processing and battery manufacturing. The impact for the global supply chain, particularly in Latin America, Africa and rest of the world.

33:03-- On geopolitics, ESG and sustainability of the global battery supply chain and EVs generally. The problem of greenwashing. Amnesty International's report on Cobalt in Africa (2016) "This is What We Die For" (on human rights abuses in the Democratic Republic of the Congo and the global trade in Cobalt). "Chinese consumers are also getting more environmentally conscious."

38:02  -- On the challenges of the energy transition from ICE vehicles to EVs. The importance of renewable energy. "Clean energy clusters will become very important."

40:09  -- On energy security, cleaner battery producers (example Northvolt from Sweden), the rise of Gigafactories, the shift to EVs from global OEMs (A Reuters analysis of 37 global automakers found that they plan to invest nearly $1.2 trillion in electric vehicles and batteries through 2030) and the future of jobs in this industry. "Vehicle manufacturing employment, which stands at 13.6 million globally, already employs 10% of its workforce in the manufacture of EVs, their components and batteries." (see IEA world energy employment report). "It is a race for the jobs of the future, and that's where the West has lost out. That's what making this industry so critical." "But the West will definitely catch up, I'm very optimistic about the U.S."

46:03 -- On whether the U.S. will encourage more mining in the US to bridge this gap. "The mining industry has not done a good job at convincing the public that this is what is needed. People who support clean energy find it hard to support mining. That's the crux of the issue."

48:14 -- On Tesla, and whether they will move upstream in the supply chain with more refining or mining. And their China operations and supply chain dependence.

53:19 -- The 1-3 books that have greatly influenced his life:

  1. The Quiet American, by Graham Greene (1955)
  2. Books by Somerset Maugham
  3. Deng Xiaoping and the Transformation of China, by Ezra Vogel (2011)

Other books he recommends on the battery global supply chain:

  1. Bottled Lightning: Superbatteries, Electric Cars, and the New Lithium Economy, by Seth Fletcher (2011)
  2. The Powerhouse: America, China, and the Great Battery War, by Seth Levine (2016)
  3. The Shadows of Consumption: Consequences for the Global Environment, by Peter Dauvergne (2008)

55:28 -- Who were your mentors, and what did you learn from them? 

Michael Forsythe, now with the NYT. When he was in China working for Bloomberg, working with investigative journalists.

56:23 -- Are there any quotes you think of often or live your life by? 

"Sooner or later...one has to take sides – if one is to remain human." by Graham Greene.

57:18 --  The person he most admires: Greta Thunberg.

Henry Sanderson is a journalist and author of Volt Rush, the Winners and Losers in the Race to Go Green. He's currently an Executive Editor at Benchmark Mineral Intelligence, the leading provider of data and information on the battery industry. Before that he covered commodities and mining for the Financial Times for seven years in London. He was previously a reporter for Bloomberg News in Beijing, where he co-authored a book about China's financial system and state capitalism, China's Superbank. He grew up in Hong Kong and lived and worked in China for seven years. 
 

__

 You can follow Henry on social media at:

Twitter: @hjesanderson

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Henry Sanderson: Volt Rush, the Winners and Losers in the Race to Go Green. Henry Sanderson, Evan Epstein 00:58:50 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Henry Sanderson, the author of the book Volt Rush, the winners and losers in the race to go green. Henry worked as a journalist in New York, Beijing, and London. Most recently he was a commodities reporter for the Financial Times between 2014 and 2021. He is particularly interested in the geopolitics of the global energy transition and how individual Chinese companies define China’s embrace of the world. He currently works as executive editor for Benchmark Mineral Intelligence, a leading provider of data and analysis for the lithium-ion battery supply chain. This is the third book I cover in my podcast series after talking with Maureen Farrell (now with the NYT) about The Cult of We and the WeWork saga (E41), and Professor Margaret O’Mara about her book The Code on Silicon Valley and the Remaking of America (E51). In this podcast, we talk about the new battery age, the history of lithium-ion batteries and the global battery supply chain. We discuss Chinese companies CATL, Ganfeng and Tianqi, the $4bn acquisition of the SQM stake in Chile and Henry's take on how this market will play out in the US, the EU and elsewhere. We talk about mining, lithium, cobalt, nickel, geopolitics, ESG and sustainability in this new era. I strongly believe that any corporate director interested in green technology, energy transition and or ESG more generally, will enjoy this episode and reading Henry’s book to learn more about the global battery supply chain and its increasingly important geopolitical and economic relevance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Henry Sanderson, the author of the book Volt Rush, the winners and losers in the race to go green. Henry worked as a journalist in New York, Beijing, and London. Most recently he was a commodities reporter for the Financial Times between 2014 and 2021. He is particularly interested in the geopolitics of the global energy transition and how individual Chinese companies define China’s embrace of the world. He currently works as executive editor for Benchmark Mineral Intelligence, a leading provider of data and analysis for the lithium-ion battery supply chain. This is the third book I cover in my podcast series after talking with Maureen Farrell (now with the NYT) about The Cult of We and the WeWork saga (E41), and Professor Margaret O’Mara about her book The Code on Silicon Valley and the Remaking of America (E51). In this podcast, we talk about the new battery age, the history of lithium-ion batteries and the global battery supply chain. We discuss Chinese companies CATL, Ganfeng and Tianqi, the $4bn acquisition of the SQM stake in Chile and Henry's take on how this market will play out in the US, the EU and elsewhere. We talk about mining, lithium, cobalt, nickel, geopolitics, ESG and sustainability in this new era. I strongly believe that any corporate director interested in green technology, energy transition and or ESG more generally, will enjoy this episode and reading Henry’s book to learn more about the global battery supply chain and its increasingly important geopolitical and economic relevance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com northvolt, benchmark mineral intelligence, wind, ganfeng, electric vehicles, inflation reduction act, sqm, sustainability, industrial policy, energy transition, supply chain, solar, tianqi, china, environmental social & governance, argentina, tesla, chile, mining, gigafactories, catl, robin zeng, china development bank, greenwashing, ev, energy, volt rush, canada, geopolitics, green, renewable energy, global battery supply chain, esg, lithium, ira false full 76 bc68bc53-7169-4be8-8106-cbe493af4614 Alison Davis: "U.S. Boards Could Benefit From More Listening Sessions With Key Stakeholders." 0:00 -- Intro.

2:08 -- Start of interview.

2:45 -- Alison's "origin story". 

5:07 -- Her experience in management consulting with McKinsey & Co and Kearney.

5:49 --  Her experience as CFO at Barclays Global Investors (now BlackRock) and with private equity as the managing director of Belvedere Capital, focused on investing in US banks and financial services firms. The challenges of banking post-financial crisis and Dodd-Frank (2010).

9:26 --  Her pivot to fintech and blockchain investing. Since 2014 she's been investing in crypto. She co-founded Blockchain Coinvestors with her husband Mathew Le Merle.

11:57 -- Her take on the future of blockchain "I think that it's completely inevitable that fully digital assets and fully digital payments are coming, it's just a matter of time [but timing is everything if you're an investor]." "There is no doubt in my mind that blockchain technology is a massively important component of the next generation of our global digital economy." "We will have fully digitally enabled payment and assets as part of our next generation web [some referred it as Web 3.0]."

13:38 -- On her experience with public company board service. Her first board was in 1998 with Dispatch Management Services Company [Founded in 1994 by Linda Jenkinson and Greg Kidd. DMSC was a publicly traded company that handled point-to-point delivery services]. At the time she was CFO at BGI. Since then, she has served on 22 corporate boards, over half of them public companies, the others in private companies. "It's been fascinating and I really enjoy [this work] enormously."

16:51 -- In 2011 she was invited to join the board of the Royal Bank of Scotland. That was her introduction to U.K. corporate governance. She was on the board for 9 years, because there are term limits in the U.K. [after 9 years, a director is no longer considered 'independent'].

20:25 -- On dual-class share structures adopted in the UK (against the long standing "one share, one vote" principle).

21:24-- On the role of the board in strategy and innovation. "When public companies lose a lot value, 80% of the time it's because of strategy missteps."

25:51  -- How should boards deal with crisis management. "From the crisis that I've experienced as a director, ~40% of them have been due to exogenous factors, and ~60% have been due to self-inflicted wounds (such as bad culture, personality clashes, single person failure, etc)." In the latter case, a lot of them could have been spotted earlier by a really engaged board that was connected enough to the company to understand that these things were arising."

28:21  -- On whether having more inside (executive) directors on boards impacts at all the governance of the company.

29:54 -- On the idea of having employee representatives on corporate boards of directors. "We explored this seriously at RBS, but we decided instead that a sub-committee of the board spend time on 'employee listening sessions' and we created a workers' council to connect on these matters." "I think that U.S. boards could really benefit from more listening sessions with key stakeholders."

32:47 -- On the evolution of sustainability and ESG. Her experience with Barclays Global Investors, and the vision of then CEO Patty Dunn, who questioned the idea of companies having great short term value but leaving a wake of damage that later society and/or tax payers had to pay. She posited having a more active role as stewards of long term capital for a more sustainable future. The case of RBS, going from darlings of Wall Street to almost the world's biggest bank failure. "That was a wake up call." "I am a big fan of ESG broadly defined." "I am really excited that [big institutional investors] have leaned in and are tipping this discussion."

38:58 -- On the growing influence of large institutional investors in corporate governance: "The [beneficiaries of large index funds] do not want short-term high profit at long-term costs to the economy and people's lives." "I'm very supportive of large institutional investors focusing on broader societal issues and the health of capitalism." "Can capitalism retain the trust of the people that live in a capitalist system?" "I mean, you could democratize the whole thing and say everyone has a vote but your average person is not investing the time to get really educated on these issues."

41:35 -- On the books that she's co-authored with her husband Matthew Le Merle: 

  1. Build your Fortune in the Fifth Era,
  2. Corporate Innovation in the Fifth Era,
  3. Blockchain Competitive Advantage, and
  4. The Intelligent Investor – Silicon Valley.

44:55 -- No specific books "that have changed her life", but she's a big reader of The Economist.

45:42 -- Who were your mentors, and what did you learn from them? 

  1. Patty Dunn, ex CEO of BGI. "She touched my heart, as well my [mind]. She was a great leader and was very inspirational."
  2. Ross McEwan, ex CEO of RBS

47:26 -- Are there any quotes you think of often or live your life by? 

From Desiderata (1927): "With all its sham, drudgery and broken dreams, it is still a beautiful world. Be cheerful. Strive to be happy." 

48:32 --  An unusual habit or an absurd thing that you love: "Making jam with my husband, we make a killer Lemoncello and apricot jam"!

49:14 --  The person(s) she most admires: entrepreneurs from the Renaissance Entrepreneurship Center (she's a board member of this organization).

Alison Davis the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at Silicon Valley Bank, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 17 Oct 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Alison Davis, Evan Epstein) https://boardroom-governance.com/episodes/alison-davis-ASPlYI_t 0:00 -- Intro.

2:08 -- Start of interview.

2:45 -- Alison's "origin story". 

5:07 -- Her experience in management consulting with McKinsey & Co and Kearney.

5:49 --  Her experience as CFO at Barclays Global Investors (now BlackRock) and with private equity as the managing director of Belvedere Capital, focused on investing in US banks and financial services firms. The challenges of banking post-financial crisis and Dodd-Frank (2010).

9:26 --  Her pivot to fintech and blockchain investing. Since 2014 she's been investing in crypto. She co-founded Blockchain Coinvestors with her husband Mathew Le Merle.

11:57 -- Her take on the future of blockchain "I think that it's completely inevitable that fully digital assets and fully digital payments are coming, it's just a matter of time [but timing is everything if you're an investor]." "There is no doubt in my mind that blockchain technology is a massively important component of the next generation of our global digital economy." "We will have fully digitally enabled payment and assets as part of our next generation web [some referred it as Web 3.0]."

13:38 -- On her experience with public company board service. Her first board was in 1998 with Dispatch Management Services Company [Founded in 1994 by Linda Jenkinson and Greg Kidd. DMSC was a publicly traded company that handled point-to-point delivery services]. At the time she was CFO at BGI. Since then, she has served on 22 corporate boards, over half of them public companies, the others in private companies. "It's been fascinating and I really enjoy [this work] enormously."

16:51 -- In 2011 she was invited to join the board of the Royal Bank of Scotland. That was her introduction to U.K. corporate governance. She was on the board for 9 years, because there are term limits in the U.K. [after 9 years, a director is no longer considered 'independent'].

20:25 -- On dual-class share structures adopted in the UK (against the long standing "one share, one vote" principle).

21:24-- On the role of the board in strategy and innovation. "When public companies lose a lot value, 80% of the time it's because of strategy missteps."

25:51  -- How should boards deal with crisis management. "From the crisis that I've experienced as a director, ~40% of them have been due to exogenous factors, and ~60% have been due to self-inflicted wounds (such as bad culture, personality clashes, single person failure, etc)." In the latter case, a lot of them could have been spotted earlier by a really engaged board that was connected enough to the company to understand that these things were arising."

28:21  -- On whether having more inside (executive) directors on boards impacts at all the governance of the company.

29:54 -- On the idea of having employee representatives on corporate boards of directors. "We explored this seriously at RBS, but we decided instead that a sub-committee of the board spend time on 'employee listening sessions' and we created a workers' council to connect on these matters." "I think that U.S. boards could really benefit from more listening sessions with key stakeholders."

32:47 -- On the evolution of sustainability and ESG. Her experience with Barclays Global Investors, and the vision of then CEO Patty Dunn, who questioned the idea of companies having great short term value but leaving a wake of damage that later society and/or tax payers had to pay. She posited having a more active role as stewards of long term capital for a more sustainable future. The case of RBS, going from darlings of Wall Street to almost the world's biggest bank failure. "That was a wake up call." "I am a big fan of ESG broadly defined." "I am really excited that [big institutional investors] have leaned in and are tipping this discussion."

38:58 -- On the growing influence of large institutional investors in corporate governance: "The [beneficiaries of large index funds] do not want short-term high profit at long-term costs to the economy and people's lives." "I'm very supportive of large institutional investors focusing on broader societal issues and the health of capitalism." "Can capitalism retain the trust of the people that live in a capitalist system?" "I mean, you could democratize the whole thing and say everyone has a vote but your average person is not investing the time to get really educated on these issues."

41:35 -- On the books that she's co-authored with her husband Matthew Le Merle: 

  1. Build your Fortune in the Fifth Era,
  2. Corporate Innovation in the Fifth Era,
  3. Blockchain Competitive Advantage, and
  4. The Intelligent Investor – Silicon Valley.

44:55 -- No specific books "that have changed her life", but she's a big reader of The Economist.

45:42 -- Who were your mentors, and what did you learn from them? 

  1. Patty Dunn, ex CEO of BGI. "She touched my heart, as well my [mind]. She was a great leader and was very inspirational."
  2. Ross McEwan, ex CEO of RBS

47:26 -- Are there any quotes you think of often or live your life by? 

From Desiderata (1927): "With all its sham, drudgery and broken dreams, it is still a beautiful world. Be cheerful. Strive to be happy." 

48:32 --  An unusual habit or an absurd thing that you love: "Making jam with my husband, we make a killer Lemoncello and apricot jam"!

49:14 --  The person(s) she most admires: entrepreneurs from the Renaissance Entrepreneurship Center (she's a board member of this organization).

Alison Davis the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at Silicon Valley Bank, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Alison Davis: "U.S. Boards Could Benefit From More Listening Sessions With Key Stakeholders." Alison Davis, Evan Epstein 00:52:05 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alison Davis, the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at SVB, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter. She is a former director of the Royal Bank of Scotland (“RBS”), City National Bank (“CYC”), Diamond Foods (“DMND”), First Data Corporation (“FDC”), Ooma (“OOMA”), Unisys (“UIS”), Xoom (“XOOM”), and many private companies and was the Chair of The LECG (“XPTR”) until its sale in 2011. As an executive, Alison was the CFO of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm. Earlier in her career, Alison spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with Kearney where she built and led the global Financial Services Practice. In this podcast, we talk about her experience with public board service in the U.S. and abroad. We also discuss her focus on fintech and crypto, the role of the board in strategy and innovation, crisis management, the growing influence of institutional investors, ESG and her books focusing on the 'Fifth Era', corporate innovation and blockchain technology. Special thanks to Lisa Spivey from the Northern California Chapter of the NACD for facilitating this connection with Alison. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Alison Davis, the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at SVB, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter. She is a former director of the Royal Bank of Scotland (“RBS”), City National Bank (“CYC”), Diamond Foods (“DMND”), First Data Corporation (“FDC”), Ooma (“OOMA”), Unisys (“UIS”), Xoom (“XOOM”), and many private companies and was the Chair of The LECG (“XPTR”) until its sale in 2011. As an executive, Alison was the CFO of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm. Earlier in her career, Alison spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with Kearney where she built and led the global Financial Services Practice. In this podcast, we talk about her experience with public board service in the U.S. and abroad. We also discuss her focus on fintech and crypto, the role of the board in strategy and innovation, crisis management, the growing influence of institutional investors, ESG and her books focusing on the 'Fifth Era', corporate innovation and blockchain technology. Special thanks to Lisa Spivey from the Northern California Chapter of the NACD for facilitating this connection with Alison. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com employees, stakeholder governance, patty dunn, corporate governance, institutional investors, matthew le merle, dodd frank, sustainability, uk, strategy, banking, nacd, environmental social & governance, fintech, sarbannes oxley, barclays global investors, national association of corporate directors, bgi, web 3.0, royal bank of scotland, blackrock, fifth era, blockchain, independent directors, crisis management, esg, rbs, innovation, dual class shares false full 75 2a08a1be-f094-4e25-b02b-64285f75ba94 Nora Denzel: On the Future of the American Board. 0:00 -- Intro.

1:38 -- Start of interview.

2:06 -- Nora's "origin story". 

4:33 -- How she got started on her board journey. 

6:25 --  The distinctions between serving on advisory boards and private venture-backed company boards.

11:27 --  On serving on non-profit company boards. Nora has served on the boards of NACD, YWCA of Silicon Valley and the Anita Borg Institute.

13:50 -- On serving on private equity (PE) backed company boards. *Prof Ron Gilson's article on Boards 3.0.

16:34 -- On serving on public company boards. The evolution of shareholder primacy vs stakeholder capitalism.

18:05 -- Distinctions between serving on U.S. boards vs international boards. "The 'what' is very similar or the same, however the biggest distinction is the 'how'." "When I started on my first board in Europe 10 years ago there was a strong focus on 'double materiality' (a more stakeholder driven approach) which was not discussed on US boards." Nora currently serves on boards of Ericson and SUSE Linux. Thoughts on employees serving on boards.

23:17 -- The new NACD report "The Future of the American Board" (released on Sept 27, 2022). Nora served as one of the Commissioners for this report. "This initiative was created to reassess and, where needed, redefine the effectiveness of the board in response to the seismic societal, economic, technology and climate changes affecting business. "NACD established a diverse, influential group of directors and notable governance practitioners drawn from the investor, regulatory and academic communities to issue guiding principles that will help boards achieve high performance in a much more turbulent future."

26:21 -- Why all the principles flow from Principle #1: Corporate Purpose. "Shareholders are value based, not values based." "The noise is in the media."

34:02  -- Thoughts on founder-control and dual-class share structures in tech companies. "It serves a purpose at a certain time, but once you meet a threshold is it really that important? It's not one-size-fits-all. Maybe it's milestone-based or time-based sunsets." *CII's "reasonable 7-year sunset provision" position.

38:53  -- On the rise of ESG and more recent "anti-ESG" movement.  "The investors are doing what's right in the long term, and I think it will prevail in the long term." 

41:51  -- On the growing influence of large institutional investors in corporate governance. "Communication [both during and outside the proxy season] is the key, these investors (and the companies) are rational."

44:05 -- On the evolution of boardroom diversity. "Europe took the lead with quotas, and their representation of women on boards was surpassing the U.S." "This year about 500 board positions opened up and ~50% went to diverse (gender and minorities) candidates." "Boards are valuing heterogeneous composition."

46:29 -- The books she recommends: 

  1. Factfulness, by Hans Rosling, Anna Rosling Rönnlund and Ola Rosling (2018)
  2. Talent, Strategy, Risk, by Dennis C Carey, Bill McNabb and Ram Charan (2021)
  3. NACD's "The Future of the American Board" (2022)

47:25 -- Who were your mentors, and what did you learn from them? 

  1. Lynn M. Yates, her first mentor at IBM.

48:19 -- Are there any quotes you think of often or live your life by? 

"Everyone dies, but not everyone Lives" (you want to Live with a capital L)

50:23 --  An unusual habit or an absurd thing that you love: "I'm extraordinarily talented at finding things that I'm not extraordinarily talented at." 

52:55 --  The person(s) she most admires: after pandemic, the front line workers.

Nora Denzel is a Silicon Valley technology executive who has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 10 Oct 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Nora Denzel, Evan Epstein) https://boardroom-governance.com/episodes/nora-denzel-UEmjZImC 0:00 -- Intro.

1:38 -- Start of interview.

2:06 -- Nora's "origin story". 

4:33 -- How she got started on her board journey. 

6:25 --  The distinctions between serving on advisory boards and private venture-backed company boards.

11:27 --  On serving on non-profit company boards. Nora has served on the boards of NACD, YWCA of Silicon Valley and the Anita Borg Institute.

13:50 -- On serving on private equity (PE) backed company boards. *Prof Ron Gilson's article on Boards 3.0.

16:34 -- On serving on public company boards. The evolution of shareholder primacy vs stakeholder capitalism.

18:05 -- Distinctions between serving on U.S. boards vs international boards. "The 'what' is very similar or the same, however the biggest distinction is the 'how'." "When I started on my first board in Europe 10 years ago there was a strong focus on 'double materiality' (a more stakeholder driven approach) which was not discussed on US boards." Nora currently serves on boards of Ericson and SUSE Linux. Thoughts on employees serving on boards.

23:17 -- The new NACD report "The Future of the American Board" (released on Sept 27, 2022). Nora served as one of the Commissioners for this report. "This initiative was created to reassess and, where needed, redefine the effectiveness of the board in response to the seismic societal, economic, technology and climate changes affecting business. "NACD established a diverse, influential group of directors and notable governance practitioners drawn from the investor, regulatory and academic communities to issue guiding principles that will help boards achieve high performance in a much more turbulent future."

26:21 -- Why all the principles flow from Principle #1: Corporate Purpose. "Shareholders are value based, not values based." "The noise is in the media."

34:02  -- Thoughts on founder-control and dual-class share structures in tech companies. "It serves a purpose at a certain time, but once you meet a threshold is it really that important? It's not one-size-fits-all. Maybe it's milestone-based or time-based sunsets." *CII's "reasonable 7-year sunset provision" position.

38:53  -- On the rise of ESG and more recent "anti-ESG" movement.  "The investors are doing what's right in the long term, and I think it will prevail in the long term." 

41:51  -- On the growing influence of large institutional investors in corporate governance. "Communication [both during and outside the proxy season] is the key, these investors (and the companies) are rational."

44:05 -- On the evolution of boardroom diversity. "Europe took the lead with quotas, and their representation of women on boards was surpassing the U.S." "This year about 500 board positions opened up and ~50% went to diverse (gender and minorities) candidates." "Boards are valuing heterogeneous composition."

46:29 -- The books she recommends: 

  1. Factfulness, by Hans Rosling, Anna Rosling Rönnlund and Ola Rosling (2018)
  2. Talent, Strategy, Risk, by Dennis C Carey, Bill McNabb and Ram Charan (2021)
  3. NACD's "The Future of the American Board" (2022)

47:25 -- Who were your mentors, and what did you learn from them? 

  1. Lynn M. Yates, her first mentor at IBM.

48:19 -- Are there any quotes you think of often or live your life by? 

"Everyone dies, but not everyone Lives" (you want to Live with a capital L)

50:23 --  An unusual habit or an absurd thing that you love: "I'm extraordinarily talented at finding things that I'm not extraordinarily talented at." 

52:55 --  The person(s) she most admires: after pandemic, the front line workers.

Nora Denzel is a Silicon Valley technology executive who has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Nora Denzel: On the Future of the American Board. Nora Denzel, Evan Epstein 00:55:16 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Nora Denzel, a Silicon Valley technology executive. Before transitioning to full time board work, she was the interim CEO of Redbox (Outerwall) and held several C-Suite positions in prominent technology companies such as IBM, HP and Intuit. Nora has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C. In this podcast, we talk about her experience serving on public, private, advisory and non-profits boards and the distinctions in each category, including international boards. We also talk about NACD’s new report on The Future of the American Boardroom, where she served as one of the Commissioners. In addition, we address the current economy, dual-class share structures, ESG, board diversity, among other governance topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Nora Denzel, a Silicon Valley technology executive. Before transitioning to full time board work, she was the interim CEO of Redbox (Outerwall) and held several C-Suite positions in prominent technology companies such as IBM, HP and Intuit. Nora has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C. In this podcast, we talk about her experience serving on public, private, advisory and non-profits boards and the distinctions in each category, including international boards. We also talk about NACD’s new report on The Future of the American Boardroom, where she served as one of the Commissioners. In addition, we address the current economy, dual-class share structures, ESG, board diversity, among other governance topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com corporate governance, institutional investors, private equity, hp, strategy, germany, nacd, supervisory board, venture capital, intuit, advisory board, founder controlled companies, national association of corporate directors, ibm, corporate purpose, ericsson, vc, the future of the american board, sunset provisions, esg, boardroom diversity, innovation, purpose, dual class shares, silicon valley, boards of directors false full 74 f255199f-aee7-4db5-8244-8cced2fe72b3 Louis Lehot: "It All Happens Outside of the Boardroom." 0:00 -- Intro.

1:28 -- Start of interview.

2:04 -- Louis's "origin story". 

4:14 -- His current role at Foley & Lardner.

5:48 -- On the question of "compromised independent directors." Reference to the Delaware case Goldstein v. Denner.

10:25 -- The higher scrutiny over independent directors in this downturn (particularly on M&A, downrounds and recaps).

14:22 -- How venture terms have changed in this environment. From "founder-friendly" to "investor-friendly." Supervoting shares, liquidation preferences and participation rights.

20:39  -- How should (independent) directors handle "empowered" founders or CEOs. "It all happens outside of the boardroom and its absolutely about relationships."

24:44  -- On the rise of ESG. "[Almost every VC termsheet] will now include a requirement to adopt a ESG policy." "It is indisputable and undeniable that this movement is very strong."

29:28 -- The increasing political pressure on management and boards. "Irrespective of politics, the single largest pressure that exists for CEOs and investors is the financial performance of the company."

31:53 -- What should directors be considering in this environment. "How to adjust in the face of different multipliers applied to revenues" and "increased risk of failing to meet the financial targets that were set out." 

37:23 -- On the crypto regulatory landscape. "The meltdown of crypto prices was triggered by three big drivers: 1) interest rates (macro environment pushed capital away from riskier assets), 2) the crash of Terra/Luna stablecoin, and 3) enforcement actions from the SEC (whether tokens are securities is still not a settled question). On the plus side, Ethereum's Merge and Surge (next year). "The digital markets are here to stay."

42:34 -- What are the books that have greatly influenced your life: 

  1. The Pilgrimage, by Paulo Coelho (1987)

44:43 -- Who were your mentors, and what did you learn from them? 

  1. Father James V. Schall (Professor at Georgetown University)

45:50 -- Are there any quotes you think of often or live your life by? 

"Think for yourself to decide 1) what you want, 2) what is true, and 3) what you should do to achieve #1 in light of #2." Ray Dalio.

47:10 --  An unusual habit or an absurd thing that you love: to garden.

47:58 --  The person he most admires: his mother.

Louis Lehot is a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. He focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. 

__

 You can follow Louis on social media at:

Twitter: @lehotlouis

LinkedIn: https://www.linkedin.com/in/louislehot/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 4 Oct 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Louis Lehot, Evan Epstein) https://boardroom-governance.com/episodes/louis-lehot-n61ENQd0 0:00 -- Intro.

1:28 -- Start of interview.

2:04 -- Louis's "origin story". 

4:14 -- His current role at Foley & Lardner.

5:48 -- On the question of "compromised independent directors." Reference to the Delaware case Goldstein v. Denner.

10:25 -- The higher scrutiny over independent directors in this downturn (particularly on M&A, downrounds and recaps).

14:22 -- How venture terms have changed in this environment. From "founder-friendly" to "investor-friendly." Supervoting shares, liquidation preferences and participation rights.

20:39  -- How should (independent) directors handle "empowered" founders or CEOs. "It all happens outside of the boardroom and its absolutely about relationships."

24:44  -- On the rise of ESG. "[Almost every VC termsheet] will now include a requirement to adopt a ESG policy." "It is indisputable and undeniable that this movement is very strong."

29:28 -- The increasing political pressure on management and boards. "Irrespective of politics, the single largest pressure that exists for CEOs and investors is the financial performance of the company."

31:53 -- What should directors be considering in this environment. "How to adjust in the face of different multipliers applied to revenues" and "increased risk of failing to meet the financial targets that were set out." 

37:23 -- On the crypto regulatory landscape. "The meltdown of crypto prices was triggered by three big drivers: 1) interest rates (macro environment pushed capital away from riskier assets), 2) the crash of Terra/Luna stablecoin, and 3) enforcement actions from the SEC (whether tokens are securities is still not a settled question). On the plus side, Ethereum's Merge and Surge (next year). "The digital markets are here to stay."

42:34 -- What are the books that have greatly influenced your life: 

  1. The Pilgrimage, by Paulo Coelho (1987)

44:43 -- Who were your mentors, and what did you learn from them? 

  1. Father James V. Schall (Professor at Georgetown University)

45:50 -- Are there any quotes you think of often or live your life by? 

"Think for yourself to decide 1) what you want, 2) what is true, and 3) what you should do to achieve #1 in light of #2." Ray Dalio.

47:10 --  An unusual habit or an absurd thing that you love: to garden.

47:58 --  The person he most admires: his mother.

Louis Lehot is a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. He focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. 

__

 You can follow Louis on social media at:

Twitter: @lehotlouis

LinkedIn: https://www.linkedin.com/in/louislehot/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Louis Lehot: "It All Happens Outside of the Boardroom." Louis Lehot, Evan Epstein 00:51:01 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Louis Lehot, a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. Louis focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. In this podcast, we talk about "compromised independent directors", boardroom decision making --particularly on M&A and downrounds-- dual-class share structures and other venture terms. We also address ESG, the current state of VC in Silicon Valley, and the challenges and opportunities of the crypto industry. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Louis Lehot, a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. Louis focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. In this podcast, we talk about "compromised independent directors", boardroom decision making --particularly on M&A and downrounds-- dual-class share structures and other venture terms. We also address ESG, the current state of VC in Silicon Valley, and the challenges and opportunities of the crypto industry. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com corporate governance, valuations, startups, participation rights, liquidation preferrences, environmental social & governance, venture capital, founder shares, downrounds, paris, independent directors, crypto, esg, dual class shares, boards of directors false full 73 b5ca47b6-c599-4c2f-afd8-ac3c111996ef Claudia Fan Munce: "The Board's Role is to Challenge Management to Think Outside of the Box." 0:00 -- Intro.

1:30 -- Start of interview.

2:27-- Claudia's "origin story". She was born in Taiwan and grew up in Brazil. She came to the US after college. She studied CS and later went to work for IBM, where she had a 30 year career including founding the firm's Venture Capital Group. Post IBM, she joined NEA as a venture advisor, and has served on several corporate boards.

8:31 -- On the evolution of corporate venture capital (CVC) at IBM, and the industry generally. In 2012, she was the first CVC partner to join the board of the NVCA.

11:54 -- How CVC investors fit in the boardroom of venture-backed companies ("usually via board observer seats").

15:40 -- How should boards approach the current downturn.

19:15  -- On Silicon Valley's "growth at all costs" mantra.  "It's a phenomena of too much money in the market."

23:32  -- On supermajority voing stock and founder control. "VCs don't build companies, founders do." 

29:25 -- The role of the board in strategy and innovation. "The strategy is owned by management, the board's role is to continuously help calibrate that strategy."

33:22 -- The oversight duties of directors relating to cybersecurity. "We can't throw enough money at it."

36:31 -- On the evolution of ESG. "It started with very positive tones where everyone was supporting it." "Good companies can do both: good financial results and good corporate social responsibility." ("this is not a new phenomenon").

39:40 -- On stakeholder governance. "I don't know who influenced who" in connection with Hubert Joly, former Chair and CEO of BestBuy (where she serves as a board member.) [Check out this interview that I did with Hubert Joly for the Sciences Po American Foundation in 2021]. "Great companies like IBM have held up its cultural values consistently for a very long time."

41:38 -- On the evolution of boardroom diversity. "The board's role is to ask questions to really challenge management to think outside of the box." "Diversity of gender, life experience, expertise or age [is critical for this purpose]." "The California boardroom diversity policies set up momentum that have helped improve people's ability to think outside of the box in terms of board composition. Hopefully this continues to happen without the need to have these laws in place."

44:26 -- How directors should think about geopolitical risks in the current environment. "You have to have a very strong local team." "The risk is considerably higher."

45:52 -- What are the 1-3 books that have greatly influenced your life: 

  1. Crossing the Chasm, by Geoffrey Moore (1991) (and others by this author).

47:07 -- Who were your mentors, and what did you learn from them? "People who care enough about me to give me very honest feedback." (difference between mentors and sponsors).

48:20 -- Are there any quotes you think of often or live your life by? 

"People will forget what you said, people will forget what you do, but people will never forget how you made them feel."

49:46 --  An unusual habit or an absurd thing that you love: she loves cleaning.

50:30 --  The living person she most admires: Hillary Clinton.

Claudia Fan Munce is a venture advisor at NEA, and serves as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 26 Sep 2022 13:15:00 +0000 evan.epstein@pacificaglobal.com (Claudia Fan Munce, Evan Epstein) https://boardroom-governance.com/episodes/claudia-fan-munce-9fuy4_5D 0:00 -- Intro.

1:30 -- Start of interview.

2:27-- Claudia's "origin story". She was born in Taiwan and grew up in Brazil. She came to the US after college. She studied CS and later went to work for IBM, where she had a 30 year career including founding the firm's Venture Capital Group. Post IBM, she joined NEA as a venture advisor, and has served on several corporate boards.

8:31 -- On the evolution of corporate venture capital (CVC) at IBM, and the industry generally. In 2012, she was the first CVC partner to join the board of the NVCA.

11:54 -- How CVC investors fit in the boardroom of venture-backed companies ("usually via board observer seats").

15:40 -- How should boards approach the current downturn.

19:15  -- On Silicon Valley's "growth at all costs" mantra.  "It's a phenomena of too much money in the market."

23:32  -- On supermajority voing stock and founder control. "VCs don't build companies, founders do." 

29:25 -- The role of the board in strategy and innovation. "The strategy is owned by management, the board's role is to continuously help calibrate that strategy."

33:22 -- The oversight duties of directors relating to cybersecurity. "We can't throw enough money at it."

36:31 -- On the evolution of ESG. "It started with very positive tones where everyone was supporting it." "Good companies can do both: good financial results and good corporate social responsibility." ("this is not a new phenomenon").

39:40 -- On stakeholder governance. "I don't know who influenced who" in connection with Hubert Joly, former Chair and CEO of BestBuy (where she serves as a board member.) [Check out this interview that I did with Hubert Joly for the Sciences Po American Foundation in 2021]. "Great companies like IBM have held up its cultural values consistently for a very long time."

41:38 -- On the evolution of boardroom diversity. "The board's role is to ask questions to really challenge management to think outside of the box." "Diversity of gender, life experience, expertise or age [is critical for this purpose]." "The California boardroom diversity policies set up momentum that have helped improve people's ability to think outside of the box in terms of board composition. Hopefully this continues to happen without the need to have these laws in place."

44:26 -- How directors should think about geopolitical risks in the current environment. "You have to have a very strong local team." "The risk is considerably higher."

45:52 -- What are the 1-3 books that have greatly influenced your life: 

  1. Crossing the Chasm, by Geoffrey Moore (1991) (and others by this author).

47:07 -- Who were your mentors, and what did you learn from them? "People who care enough about me to give me very honest feedback." (difference between mentors and sponsors).

48:20 -- Are there any quotes you think of often or live your life by? 

"People will forget what you said, people will forget what you do, but people will never forget how you made them feel."

49:46 --  An unusual habit or an absurd thing that you love: she loves cleaning.

50:30 --  The living person she most admires: Hillary Clinton.

Claudia Fan Munce is a venture advisor at NEA, and serves as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Claudia Fan Munce: "The Board's Role is to Challenge Management to Think Outside of the Box." Claudia Fan Munce, Evan Epstein 00:52:26 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Claudia Fan Munce, a recognized leader in venture capital after 30 years of service with IBM. She founded the Venture Capital Group within IBM, where she served as its Managing Director and Vice President of Corporate Development. She now serves as a venture advisor at NEA, one of the largest and most active venture capital firms, and as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business. In this podcast, we talk about corporate venture capital (CVC), board service in public and private companies, valuations, the role of the board in strategy and innovation, super-majority voting structures and founder control, cybersecurity, ESG, boardroom diversity and enhanced geopolitical risks. Special thanks to Lisa Spivey from the Northern California Chapter of the NACD for facilitating this connection with Claudia. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Claudia Fan Munce, a recognized leader in venture capital after 30 years of service with IBM. She founded the Venture Capital Group within IBM, where she served as its Managing Director and Vice President of Corporate Development. She now serves as a venture advisor at NEA, one of the largest and most active venture capital firms, and as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business. In this podcast, we talk about corporate venture capital (CVC), board service in public and private companies, valuations, the role of the board in strategy and innovation, super-majority voting structures and founder control, cybersecurity, ESG, boardroom diversity and enhanced geopolitical risks. Special thanks to Lisa Spivey from the Northern California Chapter of the NACD for facilitating this connection with Claudia. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder governance, bestbuy, corporate governance, diversity, cvc, stanford graduate school of business, corporate venture capital, strategy, stanford, oversight duties, growth, nacd, china, nea, environmental social & governance, venture capital, national association of corporate directors, national venture capital association, stanford gsb, nvca, taiwan, founder shares, cybersecurity, geopolitics, esg, boardroom diversity, innovation, dual class shares false full 72 e5180d97-100a-47cf-ae5f-0e1531241037 Beatriz Infante: "There Is A Very Clear Bright-Line Between Management And Governance." 0:00 -- Intro.

1:26 -- Start of interview.

2:01 -- Beatriz' "origin story". She was born in Cuba, grew up in NY and Miami. She was part of a NSF pilot program in Miami to "raise the next generation of scientists," starting in middle school. She learned to program computers in high school, and from there she got into Princeton where she studied computer science. She then went on to Caltech to continue her CS graduate studies. Her first job after grad school was with HP. She later founded a startup called Momenta Computers ("think of it as an iPad but in the 1990s"). She transitioned to Oracle, where she reported directly to Larry Ellison and was responsible for Oracle's open systems group. Later, she joined Aspect Communications as a CEO from 1998 to 2003. How she pivoted the company during the dotcom era and 9/11. She later became CEO of three private companies which she successfully exited, and has served on corporate boards in addition to doing some business consulting.

15:33 -- The difference between CEO coaches or mentors, and serving as a corporate director. Why it's good to separate the role of Chair and CEO. On the bright line between management and governance.

22:05 -- Distinctions between serving as an independent director in public and private (venture-backed) companies. "Both are equal amount of work, it just that the work is different."

28:41 -- On the debate between staying private for longer and going public. "Too much regulation too early will kill companies." "More companies should be going public, the incentives have shifted very much to staying private and exchanging companies between private equity firms." "There is [also too much] regulatory compliance in public companies and that's become a disincentive."

31:51  -- Recommendations for directors in private venture-backed companies facing layoffs, down-rounds, recaps or fire-sales. "Cash is king." "It is possible to get yourself into a situation where the company is unsolvable." 

40:25 -- On Silicon Valley's "growth at all costs" mantra. "It's only appropriate for a very small number of companies, not the other 99% of companies." The example of Amazon.

44:17 -- The role of the board in strategy and innovation.

48:34 -- On the evolution of ESG. "Environmental is a totally different topic than social, so I view [the acronym of] ESG as a failure of marketing." "It lends itself to polarization because you have put two completely unrelated things in the same bucket". On carbon emission disclosures: "Folks will start figuring out how to monetize the metrics that make it look like you're meeting your metrics but you're not actually doing that."

54:00 -- "The data for growth of cybercrime went from $3 trillion in 2015 to an expected ~$10-11 trillion in 2025."

55:29 -- How to add ESG expertise to the boardroom. Cybersecurity got added in the audit committee. Most companies have added the "S" in ESG in NomGov or Comp committees (more related to human capital management). "I would envision that 10 years from now we will not have ESG as a thing, the E and S will be separate since they don't belong in the same bucket."

1:00:28 -- On the evolution of boardroom diversity. 

1:06:15 -- What are the 1-3 books that have greatly influenced your life: 

  1. Caligula, by Albert Camus (1944)
  2. Crossing the Chasm, by Geoffrey Moore (1991)
  3. Who We Are and How We Got Here, by David Reich (2018)

1:09:18 -- Who were your mentors, and what did you learn from them?

  1. Ray Lane, former exec at Oracle and KPCB partner.
  2. Merrill Brooksby, former exec at HP.

1:13:53 -- Are there any quotes you think of often or live your life by? 

  • "Be the change you want to see in the world" (attributed to Mahatma Gandhi)

1:14:35  -- An unusual habit or an absurd thing that you love: she grows roses.

1:15:31  -- The living person she most admires: currently, Volodymyr Zelenskyy ("he has backbone and he is willing to be in the lead in a dangerous and highly volatile situation but you can't get people behind you if you're hiding in the bushes and I think that is admirable.")

Beatriz Infante currently serves on several public and private company boards including 1010Data, Emulex, Ultratech, Sonus Networks, Liquidity Services (NASDAQ:LQDT), Ribbon Communications (NASDAQ:RBBN) and PriceSmart (NASDAQ:PSMT). She's also the CEO of Business Excelleration, a consulting firm founded to help the next generation of CEO’s excel and accelerate their company’s growth. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 19 Sep 2022 13:41:44 +0000 evan.epstein@pacificaglobal.com (Beatriz Infante, Evan Epstein) https://boardroom-governance.com/episodes/beatriz-infante-PsyaxoM2 0:00 -- Intro.

1:26 -- Start of interview.

2:01 -- Beatriz' "origin story". She was born in Cuba, grew up in NY and Miami. She was part of a NSF pilot program in Miami to "raise the next generation of scientists," starting in middle school. She learned to program computers in high school, and from there she got into Princeton where she studied computer science. She then went on to Caltech to continue her CS graduate studies. Her first job after grad school was with HP. She later founded a startup called Momenta Computers ("think of it as an iPad but in the 1990s"). She transitioned to Oracle, where she reported directly to Larry Ellison and was responsible for Oracle's open systems group. Later, she joined Aspect Communications as a CEO from 1998 to 2003. How she pivoted the company during the dotcom era and 9/11. She later became CEO of three private companies which she successfully exited, and has served on corporate boards in addition to doing some business consulting.

15:33 -- The difference between CEO coaches or mentors, and serving as a corporate director. Why it's good to separate the role of Chair and CEO. On the bright line between management and governance.

22:05 -- Distinctions between serving as an independent director in public and private (venture-backed) companies. "Both are equal amount of work, it just that the work is different."

28:41 -- On the debate between staying private for longer and going public. "Too much regulation too early will kill companies." "More companies should be going public, the incentives have shifted very much to staying private and exchanging companies between private equity firms." "There is [also too much] regulatory compliance in public companies and that's become a disincentive."

31:51  -- Recommendations for directors in private venture-backed companies facing layoffs, down-rounds, recaps or fire-sales. "Cash is king." "It is possible to get yourself into a situation where the company is unsolvable." 

40:25 -- On Silicon Valley's "growth at all costs" mantra. "It's only appropriate for a very small number of companies, not the other 99% of companies." The example of Amazon.

44:17 -- The role of the board in strategy and innovation.

48:34 -- On the evolution of ESG. "Environmental is a totally different topic than social, so I view [the acronym of] ESG as a failure of marketing." "It lends itself to polarization because you have put two completely unrelated things in the same bucket". On carbon emission disclosures: "Folks will start figuring out how to monetize the metrics that make it look like you're meeting your metrics but you're not actually doing that."

54:00 -- "The data for growth of cybercrime went from $3 trillion in 2015 to an expected ~$10-11 trillion in 2025."

55:29 -- How to add ESG expertise to the boardroom. Cybersecurity got added in the audit committee. Most companies have added the "S" in ESG in NomGov or Comp committees (more related to human capital management). "I would envision that 10 years from now we will not have ESG as a thing, the E and S will be separate since they don't belong in the same bucket."

1:00:28 -- On the evolution of boardroom diversity. 

1:06:15 -- What are the 1-3 books that have greatly influenced your life: 

  1. Caligula, by Albert Camus (1944)
  2. Crossing the Chasm, by Geoffrey Moore (1991)
  3. Who We Are and How We Got Here, by David Reich (2018)

1:09:18 -- Who were your mentors, and what did you learn from them?

  1. Ray Lane, former exec at Oracle and KPCB partner.
  2. Merrill Brooksby, former exec at HP.

1:13:53 -- Are there any quotes you think of often or live your life by? 

  • "Be the change you want to see in the world" (attributed to Mahatma Gandhi)

1:14:35  -- An unusual habit or an absurd thing that you love: she grows roses.

1:15:31  -- The living person she most admires: currently, Volodymyr Zelenskyy ("he has backbone and he is willing to be in the lead in a dangerous and highly volatile situation but you can't get people behind you if you're hiding in the bushes and I think that is admirable.")

Beatriz Infante currently serves on several public and private company boards including 1010Data, Emulex, Ultratech, Sonus Networks, Liquidity Services (NASDAQ:LQDT), Ribbon Communications (NASDAQ:RBBN) and PriceSmart (NASDAQ:PSMT). She's also the CEO of Business Excelleration, a consulting firm founded to help the next generation of CEO’s excel and accelerate their company’s growth. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Beatriz Infante: "There Is A Very Clear Bright-Line Between Management And Governance." Beatriz Infante, Evan Epstein 01:17:18 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Beatriz Infante, an experienced director based in Silicon Valley with a 30+ year career including CEO and leadership positions in multiple high-growth business areas, with a focus on enterprise software, software-as-a-service, and communications. She currently serves on several public and private company boards. In this podcast, we talk about the roles of CEO coaches and mentors, distinctions between serving on public and private company boards, recommendations on how to handle the current downturn, cybersecurity, the role of the board in strategy and innovation, and the evolution of ESG and boardroom diversity. *Special thanks to Lisa Spivey and Haley Huckin from the Northern California Chapter of the National Association of Corporate Directors for facilitating this connection with Beatriz (a member of that NACD chapter). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Beatriz Infante, an experienced director based in Silicon Valley with a 30+ year career including CEO and leadership positions in multiple high-growth business areas, with a focus on enterprise software, software-as-a-service, and communications. She currently serves on several public and private company boards. In this podcast, we talk about the roles of CEO coaches and mentors, distinctions between serving on public and private company boards, recommendations on how to handle the current downturn, cybersecurity, the role of the board in strategy and innovation, and the evolution of ESG and boardroom diversity. *Special thanks to Lisa Spivey and Haley Huckin from the Northern California Chapter of the National Association of Corporate Directors for facilitating this connection with Beatriz (a member of that NACD chapter). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com oracle, e&s, corporate governance, staying private, boards, caltech, strategy, momenta computers, environmental social & governance, aspect communications, princeton, ceo coaches, cybersecurity, ipo, downrounds, ceo, independent directors, going public, esg, boardroom diversity, innovation, silicon valley false full 71 39342847-dec7-4a07-8d9a-7cb614509ec6 Kris Pederson and Jamie Smith: Takeaways from the 2022 Proxy Season. 0:00 -- Intro.

1:40 -- Start of interview.

2:20 -- Kris' "origin story". 

5:20 -- Jamie's "origin story". 

7:30 -- About the EY Americas Center for Board Matters. It has three mandates: 

  1. To conduct primary research in corporate governance (Jamie is the research lead). They have a proprietary proxy database and benchmarking database. Insights for directors.
  2. To support boards of directors. For example with board committee work, new board formation (IPO, divestitures, spin-offs, etc.)
  3. To organize and participate in director convenings (events, committees, industry, etc.)

10:19 -- Deep dive into their article "Four key takeaways from the 2022 proxy season."

10:58 -- On E&S Shareholder Proposals. "While there were more proposals in these categories, support for them became more targeted."

14:34  -- Focus on climate risk/energy transition, DEI and corporate political responsibility. 

17:07 -- On boardroom diversity trends (including legal challenges to SB-826 and AB-979 in California and the Nasdaq Diversity Rules). "Today, 1/4 of the Fortune 100 directors is racially diverse and 1/3 is gender diverse; 61% of SP 1500 companies have 3 or more women on boards (up from 28% in 2018, that's a 30 point increase in three years)." "We have seen tremendous progress on all aspects of board diversity."

19:37 -- Support for directors remained stable despite signals that opposition would increase, with average votes against S&P 500 directors inching up to 4.2% compared with 3.9% over the same time period in 2021. "This year average voting opposition for nominating and governance chairs at S&P 500 companies was 8.2%, up from 4.6% in 2017. Similarly, average voting opposition for compensation committee chairs at S&P 500 companies was 7.3%, up from 3.8% over the same period. In addition, opposition to independent board leaders (i.e., independent chair, lead or presiding director) rose to 7.0% from 4.3%." 

"The stakes for directors are really going up, and that's including around ESG matters." "Overall trends we think are pointing to director votes as a lever of change that investors may be more inclined to use going forward to express their views and accelerate their stewardship goals." 

23:28 -- On investor pressure and pending SEC regulations (on climate change). "All of this is a wake-up call for directors."

27:00 -- On adding ESG expertise in the board. "I think it's critical for companies with board oversight to think about materiality." "Materiality assessments and matrices have been a good outcome of the ESG dialogue." 

29:34 -- On institutional investors, stakeholders and the "disconnect" with the Anti-ESG political push-back. 

36:03 -- On the new Universal Proxy Rules for Director Elections. 

38:51 -- On shareholder engagement. "We really see investor engagement as a vital tool for companies to understand their key shareholders' perspectives on the company's governance and its strategy and also an opportunity to enhance the company's communication and deepen those relationships." 

42:57 -- On shareholder activism. "We counsel boards to run different programs to think like an activist." "Companies need to be smart about what drives their own TSR." "Activists will often look at the board, to bring different dissidents and/or target individual directors." "There is a deep scrutiny around the E&S agenda areas."

45:51 -- On recommendations for directors in these volatile times, and how to increase the board’s impact in volatile times. "It's important to have a framework in place grounded in the company's purpose and its values so that it's ready in terms of how they are going to make decisions, what issues they are going to weigh-on, what stakeholders they need to think about, and what constituencies they are hearing from."

49:28 -- On boards adding value (strategy and innovation).

51:53 - What are the 1-3 books that have greatly influenced your life: 

Kris:

  1. Start with Why, by Simon Sinek (2009)
  2. Gone with the Wind, by Margaret Mitchell (1936)
  3. Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR, by Bill McNabb, Ram Charan and Dennis Carey (2021)

Jamie:

  1. Doughnut Economics, by Kate Raworth (2017)
  2. This is Water, by David Foster Wallace (2009)

53:30 - Who were your mentors, and what did you learn from them?

  1. Kris: Peggy Vaughan (former partner and board member PwC)
  2. Jamie: Allie Rutherford (partner PJT Camberview)

55:16 - Are there any quotes you think of often or live your life by? 

  1. Kris: "Just say yes"
  2. Jamie: "We are the ones we've been waiting for"

56:28 - An unusual habit or an absurd thing that they love: 

  1. Kris: She's a flutist, and has passed that skill over to her daughter so they play flute duets together.
  2. Jamie: Having her hair and make-up done by her 5-year old daughter.

57:41 - The living person they most admire:

  1. Kris: Greta Thunberg
  2. Jamie: "Working mothers (and especially those of the pandemic) that are working  to make the future more sustainable and equitable for future generations."

Kris Pederson is the EY Americas Center for Board Matters Leader. Jamie Smith is the EY Americas Center for Board Matters Investor Outreach and Corporate Governance Specialist.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 12 Sep 2022 13:28:38 +0000 evan.epstein@pacificaglobal.com (Kris Pederson, Jamie Smith, Evan Epstein) https://boardroom-governance.com/episodes/kris-and-jamie-qpS9W37r 0:00 -- Intro.

1:40 -- Start of interview.

2:20 -- Kris' "origin story". 

5:20 -- Jamie's "origin story". 

7:30 -- About the EY Americas Center for Board Matters. It has three mandates: 

  1. To conduct primary research in corporate governance (Jamie is the research lead). They have a proprietary proxy database and benchmarking database. Insights for directors.
  2. To support boards of directors. For example with board committee work, new board formation (IPO, divestitures, spin-offs, etc.)
  3. To organize and participate in director convenings (events, committees, industry, etc.)

10:19 -- Deep dive into their article "Four key takeaways from the 2022 proxy season."

10:58 -- On E&S Shareholder Proposals. "While there were more proposals in these categories, support for them became more targeted."

14:34  -- Focus on climate risk/energy transition, DEI and corporate political responsibility. 

17:07 -- On boardroom diversity trends (including legal challenges to SB-826 and AB-979 in California and the Nasdaq Diversity Rules). "Today, 1/4 of the Fortune 100 directors is racially diverse and 1/3 is gender diverse; 61% of SP 1500 companies have 3 or more women on boards (up from 28% in 2018, that's a 30 point increase in three years)." "We have seen tremendous progress on all aspects of board diversity."

19:37 -- Support for directors remained stable despite signals that opposition would increase, with average votes against S&P 500 directors inching up to 4.2% compared with 3.9% over the same time period in 2021. "This year average voting opposition for nominating and governance chairs at S&P 500 companies was 8.2%, up from 4.6% in 2017. Similarly, average voting opposition for compensation committee chairs at S&P 500 companies was 7.3%, up from 3.8% over the same period. In addition, opposition to independent board leaders (i.e., independent chair, lead or presiding director) rose to 7.0% from 4.3%." 

"The stakes for directors are really going up, and that's including around ESG matters." "Overall trends we think are pointing to director votes as a lever of change that investors may be more inclined to use going forward to express their views and accelerate their stewardship goals." 

23:28 -- On investor pressure and pending SEC regulations (on climate change). "All of this is a wake-up call for directors."

27:00 -- On adding ESG expertise in the board. "I think it's critical for companies with board oversight to think about materiality." "Materiality assessments and matrices have been a good outcome of the ESG dialogue." 

29:34 -- On institutional investors, stakeholders and the "disconnect" with the Anti-ESG political push-back. 

36:03 -- On the new Universal Proxy Rules for Director Elections. 

38:51 -- On shareholder engagement. "We really see investor engagement as a vital tool for companies to understand their key shareholders' perspectives on the company's governance and its strategy and also an opportunity to enhance the company's communication and deepen those relationships." 

42:57 -- On shareholder activism. "We counsel boards to run different programs to think like an activist." "Companies need to be smart about what drives their own TSR." "Activists will often look at the board, to bring different dissidents and/or target individual directors." "There is a deep scrutiny around the E&S agenda areas."

45:51 -- On recommendations for directors in these volatile times, and how to increase the board’s impact in volatile times. "It's important to have a framework in place grounded in the company's purpose and its values so that it's ready in terms of how they are going to make decisions, what issues they are going to weigh-on, what stakeholders they need to think about, and what constituencies they are hearing from."

49:28 -- On boards adding value (strategy and innovation).

51:53 - What are the 1-3 books that have greatly influenced your life: 

Kris:

  1. Start with Why, by Simon Sinek (2009)
  2. Gone with the Wind, by Margaret Mitchell (1936)
  3. Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR, by Bill McNabb, Ram Charan and Dennis Carey (2021)

Jamie:

  1. Doughnut Economics, by Kate Raworth (2017)
  2. This is Water, by David Foster Wallace (2009)

53:30 - Who were your mentors, and what did you learn from them?

  1. Kris: Peggy Vaughan (former partner and board member PwC)
  2. Jamie: Allie Rutherford (partner PJT Camberview)

55:16 - Are there any quotes you think of often or live your life by? 

  1. Kris: "Just say yes"
  2. Jamie: "We are the ones we've been waiting for"

56:28 - An unusual habit or an absurd thing that they love: 

  1. Kris: She's a flutist, and has passed that skill over to her daughter so they play flute duets together.
  2. Jamie: Having her hair and make-up done by her 5-year old daughter.

57:41 - The living person they most admire:

  1. Kris: Greta Thunberg
  2. Jamie: "Working mothers (and especially those of the pandemic) that are working  to make the future more sustainable and equitable for future generations."

Kris Pederson is the EY Americas Center for Board Matters Leader. Jamie Smith is the EY Americas Center for Board Matters Investor Outreach and Corporate Governance Specialist.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Kris Pederson and Jamie Smith: Takeaways from the 2022 Proxy Season. Kris Pederson, Jamie Smith, Evan Epstein 01:00:00 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Kris Pederson and Jamie Smith from the EY Americas Center for Board Matters. Kris is the Center’s Leader and Jamie focuses on Investor Outreach and is a Corporate Governance Specialist. Kris is a seasoned professional with 30 years of management consulting, auditing, financial analysis, and corporate board experience. She currently focuses on the board agenda, including the board’s role in strategy definition, disruptive innovation, board performance and culture, and long-term value/ESG. Jamie has a deep background in research related to corporate governance. She has focused on corporate governance since 2003, and has presented on corporate governance issues to corporate boards and a variety of companies and organizations. In this podcast, we talk about four takeaways from the 2022 proxy season including ESG shareholder proposals, Climate risk/energy transition, DEI & corporate political responsibility. We also address the increasing focus on the director’s role and boardroom diversity trends, the impact of the new universal proxy rules, shareholder engagement and shareholder activism. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Kris Pederson and Jamie Smith from the EY Americas Center for Board Matters. Kris is the Center’s Leader and Jamie focuses on Investor Outreach and is a Corporate Governance Specialist. Kris is a seasoned professional with 30 years of management consulting, auditing, financial analysis, and corporate board experience. She currently focuses on the board agenda, including the board’s role in strategy definition, disruptive innovation, board performance and culture, and long-term value/ESG. Jamie has a deep background in research related to corporate governance. She has focused on corporate governance since 2003, and has presented on corporate governance issues to corporate boards and a variety of companies and organizations. In this podcast, we talk about four takeaways from the 2022 proxy season including ESG shareholder proposals, Climate risk/energy transition, DEI & corporate political responsibility. We also address the increasing focus on the director’s role and boardroom diversity trends, the impact of the new universal proxy rules, shareholder engagement and shareholder activism. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com ernst & young, 2022 proxy season, e&s, corporate governance, corporate social responsibility, materiality, strategy, board of directors, shareholder activist, universal proxy rules, environmental social & governance, directors, ey americas center for board matters, board committees, volatile times, ey, dei, shareholder engagement, shareholder proposals, esg, boardroom diversity, innovation false full 70 aaed14cb-bc1a-4b8a-86e1-468fb0318fba Adam Sterling: The Independent Director Initiative. 0:00 -- Intro.

1:23 -- Start of interview.

3:32 -- Adam's "origin story". He grew up in southern California where he attended UCSD and graduated from UCLA. In college he became an activist focusing on the conflict in Darfur, Sudan, and developed a "targeted divestment" model. After college he became a social entrepreneur based in Washington, DC.

4:06 -- His decision to pursue a JD/MBA from UC Berkeley. While in grad school "he fell in love with the startup tech scene" and during business school he tried to start his own startup but that's where he learned that "it doesn't matter how good your idea is when you don't have a good team and good execution." He then joined Gunderson Dettmer as a corporate associate supporting tech founders.

7:14 -- Adam's new role as Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law. How his initial work with 500 Startups with the BCLB sparked more executive education programs. 

9:24 -- On the origin and mission of The Independent Director Initiative.

12:20  -- What makes corporate governance in private venture-backed companies different to public companies. Explaining VC University (a partnership between Berkeley Law, NVCA and Venture Forward).

15:42 -- The Academic Partners of the Independent Director Initiative: 

The Organizational Partners of the Independent Director Initiative: 

18:07 -- On the interest and number of applicants to the program (~500 applications, 80 got selected in first cohort).

19:21 -- On fiduciary duties of directors in venture-backed companies (including dual-fiduciary conflicts). Role of independent directors, and boardroom diversity in private venture-backed companies. The Trados case (2013).

38:43 -- The evolution of private markets and how its regulation may impact corporate governance.

40:06 -- Take-aways from the program: 1) more education is needed for directors of venture-backed companies generally (beyond just independent directors), and 2) it was refreshing to see such a diverse and qualified group of executives that could serve on corporate boards.

41:56 -- Where can people learn more and/or apply for the next cohort of the Independent Director Initiative: independent.venturecapitaluniversity.com

42:57 -- Benefits for participants beyond just the two days of the program. Placements. 

45:27 - Some of the books that have greatly influenced his venture career: 

  1. Venture Deals, by Brad Feld and Jason Mendelson (2011)
  2. Secrets of Sand HIll Road, by Scott Kupor (2019)

45:51 - Who were your mentors, and what did you learn from them (regarding this program)

  1. Evan Epstein (!)
  2. Afra Afsharipour, UC Davis Law School

46:26 - Are there any quotes you think of often or live your life by? 

"You don't have to see the whole staircase, just take the first step." Martin Luther King, Jr.

46:26 - An unusual habit or an absurd thing that he loves: walking 40min for his commute. "Owning your downtime."

48:55 - The living person he most admires: his wife.

Adam Sterling is the Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and the Executive Director of the Berkeley Center for Law and Business. 

__

 You can follow Adam on social media at:

Twitter: @adambsterling

LinkedIn: https://www.linkedin.com/in/adambsterling/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 23 Aug 2022 13:32:08 +0000 evan.epstein@pacificaglobal.com (Adam Sterling, Evan Epstein) https://boardroom-governance.com/episodes/adam-sterling-mLAsmr2C 0:00 -- Intro.

1:23 -- Start of interview.

3:32 -- Adam's "origin story". He grew up in southern California where he attended UCSD and graduated from UCLA. In college he became an activist focusing on the conflict in Darfur, Sudan, and developed a "targeted divestment" model. After college he became a social entrepreneur based in Washington, DC.

4:06 -- His decision to pursue a JD/MBA from UC Berkeley. While in grad school "he fell in love with the startup tech scene" and during business school he tried to start his own startup but that's where he learned that "it doesn't matter how good your idea is when you don't have a good team and good execution." He then joined Gunderson Dettmer as a corporate associate supporting tech founders.

7:14 -- Adam's new role as Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law. How his initial work with 500 Startups with the BCLB sparked more executive education programs. 

9:24 -- On the origin and mission of The Independent Director Initiative.

12:20  -- What makes corporate governance in private venture-backed companies different to public companies. Explaining VC University (a partnership between Berkeley Law, NVCA and Venture Forward).

15:42 -- The Academic Partners of the Independent Director Initiative: 

The Organizational Partners of the Independent Director Initiative: 

18:07 -- On the interest and number of applicants to the program (~500 applications, 80 got selected in first cohort).

19:21 -- On fiduciary duties of directors in venture-backed companies (including dual-fiduciary conflicts). Role of independent directors, and boardroom diversity in private venture-backed companies. The Trados case (2013).

38:43 -- The evolution of private markets and how its regulation may impact corporate governance.

40:06 -- Take-aways from the program: 1) more education is needed for directors of venture-backed companies generally (beyond just independent directors), and 2) it was refreshing to see such a diverse and qualified group of executives that could serve on corporate boards.

41:56 -- Where can people learn more and/or apply for the next cohort of the Independent Director Initiative: independent.venturecapitaluniversity.com

42:57 -- Benefits for participants beyond just the two days of the program. Placements. 

45:27 - Some of the books that have greatly influenced his venture career: 

  1. Venture Deals, by Brad Feld and Jason Mendelson (2011)
  2. Secrets of Sand HIll Road, by Scott Kupor (2019)

45:51 - Who were your mentors, and what did you learn from them (regarding this program)

  1. Evan Epstein (!)
  2. Afra Afsharipour, UC Davis Law School

46:26 - Are there any quotes you think of often or live your life by? 

"You don't have to see the whole staircase, just take the first step." Martin Luther King, Jr.

46:26 - An unusual habit or an absurd thing that he loves: walking 40min for his commute. "Owning your downtime."

48:55 - The living person he most admires: his wife.

Adam Sterling is the Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and the Executive Director of the Berkeley Center for Law and Business. 

__

 You can follow Adam on social media at:

Twitter: @adambsterling

LinkedIn: https://www.linkedin.com/in/adambsterling/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Adam Sterling: The Independent Director Initiative. Adam Sterling, Evan Epstein 00:50:33 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Adam Sterling, Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and Executive Director of the Berkeley Center for Law and Business. In this podcast, we talk about the Independent Director Initiative, a two-day program designed to train, and help place, individuals from backgrounds underrepresented in venture capital, to serve as independent directors on the boards of venture backed private companies. The inaugural program was hosted last week (Aug 16-17) in Berkeley, California, and we recorded this podcast a couple of days later on Aug 19th, 2022. Among other topics, we address what makes the composition of venture-backed company boards so different and the fiduciary duties of directors in these companies, where the role of the independent director can be critical particularly in a down cycle economy where down-rounds, recaps or fire sales may be more prevalent. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Adam Sterling, Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and Executive Director of the Berkeley Center for Law and Business. In this podcast, we talk about the Independent Director Initiative, a two-day program designed to train, and help place, individuals from backgrounds underrepresented in venture capital, to serve as independent directors on the boards of venture backed private companies. The inaugural program was hosted last week (Aug 16-17) in Berkeley, California, and we recorded this podcast a couple of days later on Aug 19th, 2022. Among other topics, we address what makes the composition of venture-backed company boards so different and the fiduciary duties of directors in these companies, where the role of the independent director can be critical particularly in a down cycle economy where down-rounds, recaps or fire sales may be more prevalent. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com 500 startups, private markets, diversity, fiduciary duties, dual-fiduciaries, uc hastings, mba, uc berkeley, vc university, venture forward, executive education, gunderson dettmer, trados, national venture capital association, jd, nvca, independent directors, independent director initiative, boardroom diversity, berkeley center for law and business false full 69 f1b7db4e-6bb2-488a-9f8f-33dfefb32b29 Santiago Siri: Crypto Governance, DAOs, Digital Identity and Voting. 0:00 -- Intro.

1:30 -- Start of interview.

3:32 -- Santi's "origin story". He was  born and grew up in Buenos Aires, Argentina. "The year 1983 was a symbolic year in Argentina because it's the year that democracy came back to the country." "My generation was tainted by two events: the hyperinflation of 1989 and the collapse of 2001 (peso devaluation and bank deposit freezes)."

5:11 -- Argentina's strange political case. 

7:24 -- Santi's professional background going from gaming, to founding "Partido de la Red" (the "Net Party") in 2012 - a political party in Argentina (inspired by Giorgio Jackson), and his pivot to crypto.

14:04 -- His endeavors with Democracy Earth Foundation and UBI (Universal Basic Income through the Ethereum blockchain). The impact of Bitcoin and the new generation of builders in Argentina, with global leaders such as Decentraland. The strong adoption of crypto in countries like Argentina, Venezuela and Cuba: "There is a real need for crypto in countries that need an alternative."

16:12  -- The connection of crypto with corporate governance. His interest on voting "we realized that whoever controls the registry of voters can decide the outcome of elections." The concept of Proof of Humanity ("the protocol got activated in March 2021 and it has had 50 proposals since then." How voting works in this DAO. "You see how contested the positions are to the extent of how people are willing to cheat in order to win." 

23:19 -- Explaining DAOs (Decentralized Autonomous Organizations). Different DAO applications. Token voting. On The DAO hack (2016).

25:59 -- On the evolution of DAOs. On Vitalik Buterin (co-founder of Ethereum): "I think he's today's most inspiring leader in technology, by far. In the same rank as Elon Musk, and many other great ones." "A lot of the [crypto] community looks up to him as a role model who really understands what it means to lead through the process of creation of a decentralized network." "It's a very counter-intuitive exercise in leadership because you actually need to reject being in control, in order to gain legitimacy." "The role that founders play in these networks I think is a determinant factor in the outcome of how projects evolve over time." "Nothing ever begins decentralized, it needs to be progressively decentralized throughout time." "Building institutionality in cyberspace I think has tremendous power for coordination of humans and capital in a global, more legitimate way."

28:46 -- On the role of founders, contrast between 'traditional' founder-controlled startups and new decentralized crypto projects. On Vitalik's founder's take in a reply to Balaji Sirinivasan's book the Network State. Santi has personally dealt with some of these founder debates, he's currently a Mission Board Member at Proof of Humanity, elected by the community.

32:32 -- On the contrast of "corporate governance" and "crypto or DAO governance". "One of the most interesting projects in the space right now, I think is a project called Kleros, a decentralized arbitration service for disputes of the new economy." "They work as oracles that bring into the blockchain human judgment, based on a drafted policy or guideline." This is very important for enforcement, and to audit the decision process. On-chain governance vs Off-chain governance. The cases of Aragon and Moloch DAO (founded by Ameen Soleimani). "In Proof of Humanity, we don't want voting to be on-chain, because it makes it expensive to vote. The purpose of voting is to be an alternative to economic incentives. So voting needs to happen off-chain for voting to remain free [and] a right." Snapshot as the off-chain voting mechanism. Kleros' Governor solution.

42:18 -- On Proof of Humanity (~16,630 profiles), its DAO, and UBI. "Argentina and Brazil are two of the leading adopters of UBI right now." Proof of Integrity DAO (promoting technological inclusion).

47:44 -- On the current "crypto crash", the cases of Terra/Luna, Celsius. "You can see the ripples of Terra going down throughout the industry, it led to the Celsius and 3AC collapse... you can see the dominoes falling in a very clear way."

55:12 -- On the advantage of understanding how to code. [reference to Vitalik's visit to Buenos Aires in his podcast "Por Qué No Te Habré Hecho Caso" (a leading crypto podcast in Spanish] 

57:10 - Some of the books that have greatly influenced his life: 

  1. The Star Maker by Olaf Stapledon (1937) *prologue written by Jorge Luis Borges.
  2. Gödel, Escher, Bach, by Douglas Hofstadter  (1979) "the bible of Artificial Intelligence"
  3. The Sovereign Individual, by William Rees-Mogg and James Dale Davidson. (1997)

59:44 - Who were your mentors, and what did you learn from them? 

Emiliano Kargieman, now CEO and founder of Satellogic.

*story of Vitalik Buterin's visit to Buenos Aires in Dec of 2021.

*on El Salvador's Bitcoin adoption by President Nayib Bukele.

01:08:22 - Are there any quotes you think of often or live your life by? 

"Sic transit gloria [Mundi]" (Latin for "Glory Fades" or "thus passes the glory of the world") *he first heard about it in Wes Anderson's movie Rushmore (1998). 

01:09:23 -  An unusual habit or an absurd thing that he loves: Iglesia Maradoniana!

01:10:31 - The living person he most admires: his brother Liniers, a famous Argentinean cartoonist. "It was like growing up with Walt Disney."

Santi Siri is the Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched Proof of Humanity, where he serves as a Mission Board Member. He was the founder of "Partido de la Red"  (the "Net Party") in Argentina, and is the currently the host of the podcast "Por Qué No Te Habré Hecho Caso", focusing on crypto (in Spanish). He has been featured on Wired, Time and many other media outlets.

__

 You can follow Santi on social media at:

Twitter: @santisiri

UBI token: @ubidoteth

Proof of Humanity DAO: @PoHDAO

Democracy Earth: @DemocracyEarth

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 15 Aug 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Santiago Siri, Evan Epstein) https://boardroom-governance.com/episodes/santiago-siri-y9bDHCSm 0:00 -- Intro.

1:30 -- Start of interview.

3:32 -- Santi's "origin story". He was  born and grew up in Buenos Aires, Argentina. "The year 1983 was a symbolic year in Argentina because it's the year that democracy came back to the country." "My generation was tainted by two events: the hyperinflation of 1989 and the collapse of 2001 (peso devaluation and bank deposit freezes)."

5:11 -- Argentina's strange political case. 

7:24 -- Santi's professional background going from gaming, to founding "Partido de la Red" (the "Net Party") in 2012 - a political party in Argentina (inspired by Giorgio Jackson), and his pivot to crypto.

14:04 -- His endeavors with Democracy Earth Foundation and UBI (Universal Basic Income through the Ethereum blockchain). The impact of Bitcoin and the new generation of builders in Argentina, with global leaders such as Decentraland. The strong adoption of crypto in countries like Argentina, Venezuela and Cuba: "There is a real need for crypto in countries that need an alternative."

16:12  -- The connection of crypto with corporate governance. His interest on voting "we realized that whoever controls the registry of voters can decide the outcome of elections." The concept of Proof of Humanity ("the protocol got activated in March 2021 and it has had 50 proposals since then." How voting works in this DAO. "You see how contested the positions are to the extent of how people are willing to cheat in order to win." 

23:19 -- Explaining DAOs (Decentralized Autonomous Organizations). Different DAO applications. Token voting. On The DAO hack (2016).

25:59 -- On the evolution of DAOs. On Vitalik Buterin (co-founder of Ethereum): "I think he's today's most inspiring leader in technology, by far. In the same rank as Elon Musk, and many other great ones." "A lot of the [crypto] community looks up to him as a role model who really understands what it means to lead through the process of creation of a decentralized network." "It's a very counter-intuitive exercise in leadership because you actually need to reject being in control, in order to gain legitimacy." "The role that founders play in these networks I think is a determinant factor in the outcome of how projects evolve over time." "Nothing ever begins decentralized, it needs to be progressively decentralized throughout time." "Building institutionality in cyberspace I think has tremendous power for coordination of humans and capital in a global, more legitimate way."

28:46 -- On the role of founders, contrast between 'traditional' founder-controlled startups and new decentralized crypto projects. On Vitalik's founder's take in a reply to Balaji Sirinivasan's book the Network State. Santi has personally dealt with some of these founder debates, he's currently a Mission Board Member at Proof of Humanity, elected by the community.

32:32 -- On the contrast of "corporate governance" and "crypto or DAO governance". "One of the most interesting projects in the space right now, I think is a project called Kleros, a decentralized arbitration service for disputes of the new economy." "They work as oracles that bring into the blockchain human judgment, based on a drafted policy or guideline." This is very important for enforcement, and to audit the decision process. On-chain governance vs Off-chain governance. The cases of Aragon and Moloch DAO (founded by Ameen Soleimani). "In Proof of Humanity, we don't want voting to be on-chain, because it makes it expensive to vote. The purpose of voting is to be an alternative to economic incentives. So voting needs to happen off-chain for voting to remain free [and] a right." Snapshot as the off-chain voting mechanism. Kleros' Governor solution.

42:18 -- On Proof of Humanity (~16,630 profiles), its DAO, and UBI. "Argentina and Brazil are two of the leading adopters of UBI right now." Proof of Integrity DAO (promoting technological inclusion).

47:44 -- On the current "crypto crash", the cases of Terra/Luna, Celsius. "You can see the ripples of Terra going down throughout the industry, it led to the Celsius and 3AC collapse... you can see the dominoes falling in a very clear way."

55:12 -- On the advantage of understanding how to code. [reference to Vitalik's visit to Buenos Aires in his podcast "Por Qué No Te Habré Hecho Caso" (a leading crypto podcast in Spanish] 

57:10 - Some of the books that have greatly influenced his life: 

  1. The Star Maker by Olaf Stapledon (1937) *prologue written by Jorge Luis Borges.
  2. Gödel, Escher, Bach, by Douglas Hofstadter  (1979) "the bible of Artificial Intelligence"
  3. The Sovereign Individual, by William Rees-Mogg and James Dale Davidson. (1997)

59:44 - Who were your mentors, and what did you learn from them? 

Emiliano Kargieman, now CEO and founder of Satellogic.

*story of Vitalik Buterin's visit to Buenos Aires in Dec of 2021.

*on El Salvador's Bitcoin adoption by President Nayib Bukele.

01:08:22 - Are there any quotes you think of often or live your life by? 

"Sic transit gloria [Mundi]" (Latin for "Glory Fades" or "thus passes the glory of the world") *he first heard about it in Wes Anderson's movie Rushmore (1998). 

01:09:23 -  An unusual habit or an absurd thing that he loves: Iglesia Maradoniana!

01:10:31 - The living person he most admires: his brother Liniers, a famous Argentinean cartoonist. "It was like growing up with Walt Disney."

Santi Siri is the Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched Proof of Humanity, where he serves as a Mission Board Member. He was the founder of "Partido de la Red"  (the "Net Party") in Argentina, and is the currently the host of the podcast "Por Qué No Te Habré Hecho Caso", focusing on crypto (in Spanish). He has been featured on Wired, Time and many other media outlets.

__

 You can follow Santi on social media at:

Twitter: @santisiri

UBI token: @ubidoteth

Proof of Humanity DAO: @PoHDAO

Democracy Earth: @DemocracyEarth

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Santiago Siri: Crypto Governance, DAOs, Digital Identity and Voting. Santiago Siri, Evan Epstein 01:13:15 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Santiago Siri, Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched the Proof of Humanity DAO, where he serves as a Mission Board Member. Santi is an expert on all things crypto and has spent significant time on the governance side of blockchain and decentralized autonomous organizations (DAOs). In this podcast, we talk about his personal and professional background, the evolution of crypto and the governance of DAOs. We also discuss founder control and leadership styles, including Vitalik Buterin’s in Ethereum, and how Blockchain could solve the problem of digital identity and voting. Finally, we address the cryptocurrency market downturn including the cases of Terra & Luna, Celsius and Three Arrows Capital. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Santiago Siri, Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched the Proof of Humanity DAO, where he serves as a Mission Board Member. Santi is an expert on all things crypto and has spent significant time on the governance side of blockchain and decentralized autonomous organizations (DAOs). In this podcast, we talk about his personal and professional background, the evolution of crypto and the governance of DAOs. We also discuss founder control and leadership styles, including Vitalik Buterin’s in Ethereum, and how Blockchain could solve the problem of digital identity and voting. Finally, we address the cryptocurrency market downturn including the cases of Terra & Luna, Celsius and Three Arrows Capital. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com madrid, emerging markets, decentralized autonomous organizations, ethereum, voting, vitalik buterin, spain, legitimacy, kleros, off-chain governance, democracy earth foundation, santi siri, proof of integrity, terra, bitcoin, founders, universal basic income, por qué no te habré hecho caso, podcast, luna, moloch dao, argentina, founder controlled companies, buenos aires, celsius, snapshot, partido de la red, net party, on-chain governance, blockchain, proof of humanity, ubi, crypto, aragon, el salvador, decentraland, daos false full 68 663b038c-ae2c-40f3-8bf8-a3345003afd4 Sandra Guerra: "The G in ESG is the Driver of Everything." 0:00 -- Intro.

1:47 -- Start of interview.

2:39 -- Sandra's "origin story". She was born and grew up in Sao Paulo, Brazil. After graduating from UNIP with a degree in communications she worked as a journalist for 10 years. She later transitioned to executive roles. In 1995, she was invited by Bengt Hallqvist to join a group to discuss issues impacting boards in Brazil. "She had nothing to do with boards at the time." "[B]ut she fell in love with the topic." That led to the creation of the Brazilian Institute of Board Members, rebranded the Brazilian Institute of Corporate Governance five years later. 

10:06 -- On founding her firm Better Governance in 2005 "to be fully dedicated to corporate governance".

12:20 -- On her book "The Black Box of Governance" (2021) "The book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process."

19:13 -- On the evolution of corporate governance in Brazil in the last 25 years. Overview of the Novo Mercado (created in 2000). At the time this McKinsey report was influential. The Brazilian corporate law was revised in 2001. The first company to be listed in Novo Mercado was only in 2002 (the market was slow to adopt it). The year 2007 was a record year for IPOs in Brazil. In this period "Brazil was a benchmark" for the region. "But then there was a plateau, a stagnation."

25:57 -- About the Brazilian Corporate Governance Code (for Listed Companies). She started this process in 2013 when she was Chair of the IBGC with the formation of "The GT Interagentes" (Interagents Working Group) comprised of 11 of the most important agencies related to the capital markets. There were two observing entities: CVM (Brazilian securities regulator) and BNDES (Brazilian development bank).

29:32 -- On the influence of the Brazilian Corporate Governance Code and the state of Novo Mercado today.

34:48 -- About the Lava Jato (Car Wash) Investigation, Petrobras and corruption in Brazil.

36:09 -- On the governance of state-owned enterprises. "For me, it doesn't work."

40:27 -- About Crisis-Resilient Boards: Lessons from Vale (article published on Harvard Law School Corporate Governance Blog) and latest ESG trends in Brazil (including the SEC's suing Vale for making false and misleading claims). "Nothing resists the culture that you have installed."

51:00 -- On ESG in Brazil. "The international institutional investors are the ones really leading and raising the bar." "For me, I'd be happy when the time comes where we would no longer need to use this acronym, it should [just] be embedded in strategy." "The G (in ESG) is the driver of everything."

57:04 -- On the future of corporate governance in Brazil. "The drivers are both fear and greed." "Governance may have to change profoundly [particularly] given the governance models of startups and scaleups. We may have to rethink flexibility in governance models."

01:02:28 - Novels that have greatly impressed her: 

  1. Animal Farm and 1984 by George Orwell (1945 and 1949)
  2. House of Spirits, by Isabel Allende  (1982)
  3. Name of the Rose, by Humberto Eco (1980)

*Corporate governance books that have greatly influenced her:

  1. A History Corporate Governance 1602-2002, by Paul Frentrop (2003)
  2. Corporate Governance and Chairmanship: A Personal View, by Sir Adrian Cadbury (2002)

01:04:57 - Who were your mentors, and what did you learn from them? 

  1. Bengt Hallqvist, the founder of IBGC. "He was the one that introduced corporate governance to me,  and with that he changed my life."

01:06:00 - Are there any quotes you think of often or live your life by? 

  1. "Things can always be better."

01:06:48 -  An unusual habit or an absurd thing that she loves: dancing!

Sandra Guerra is the founder of Better Governance and has served on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC). She's the author of “The Black Box of Governance” published by Routledge in 2021.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 8 Aug 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Sandra Guerra, Evan Epstein) https://boardroom-governance.com/episodes/sandra-guerra-Yk4XL3UM 0:00 -- Intro.

1:47 -- Start of interview.

2:39 -- Sandra's "origin story". She was born and grew up in Sao Paulo, Brazil. After graduating from UNIP with a degree in communications she worked as a journalist for 10 years. She later transitioned to executive roles. In 1995, she was invited by Bengt Hallqvist to join a group to discuss issues impacting boards in Brazil. "She had nothing to do with boards at the time." "[B]ut she fell in love with the topic." That led to the creation of the Brazilian Institute of Board Members, rebranded the Brazilian Institute of Corporate Governance five years later. 

10:06 -- On founding her firm Better Governance in 2005 "to be fully dedicated to corporate governance".

12:20 -- On her book "The Black Box of Governance" (2021) "The book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process."

19:13 -- On the evolution of corporate governance in Brazil in the last 25 years. Overview of the Novo Mercado (created in 2000). At the time this McKinsey report was influential. The Brazilian corporate law was revised in 2001. The first company to be listed in Novo Mercado was only in 2002 (the market was slow to adopt it). The year 2007 was a record year for IPOs in Brazil. In this period "Brazil was a benchmark" for the region. "But then there was a plateau, a stagnation."

25:57 -- About the Brazilian Corporate Governance Code (for Listed Companies). She started this process in 2013 when she was Chair of the IBGC with the formation of "The GT Interagentes" (Interagents Working Group) comprised of 11 of the most important agencies related to the capital markets. There were two observing entities: CVM (Brazilian securities regulator) and BNDES (Brazilian development bank).

29:32 -- On the influence of the Brazilian Corporate Governance Code and the state of Novo Mercado today.

34:48 -- About the Lava Jato (Car Wash) Investigation, Petrobras and corruption in Brazil.

36:09 -- On the governance of state-owned enterprises. "For me, it doesn't work."

40:27 -- About Crisis-Resilient Boards: Lessons from Vale (article published on Harvard Law School Corporate Governance Blog) and latest ESG trends in Brazil (including the SEC's suing Vale for making false and misleading claims). "Nothing resists the culture that you have installed."

51:00 -- On ESG in Brazil. "The international institutional investors are the ones really leading and raising the bar." "For me, I'd be happy when the time comes where we would no longer need to use this acronym, it should [just] be embedded in strategy." "The G (in ESG) is the driver of everything."

57:04 -- On the future of corporate governance in Brazil. "The drivers are both fear and greed." "Governance may have to change profoundly [particularly] given the governance models of startups and scaleups. We may have to rethink flexibility in governance models."

01:02:28 - Novels that have greatly impressed her: 

  1. Animal Farm and 1984 by George Orwell (1945 and 1949)
  2. House of Spirits, by Isabel Allende  (1982)
  3. Name of the Rose, by Humberto Eco (1980)

*Corporate governance books that have greatly influenced her:

  1. A History Corporate Governance 1602-2002, by Paul Frentrop (2003)
  2. Corporate Governance and Chairmanship: A Personal View, by Sir Adrian Cadbury (2002)

01:04:57 - Who were your mentors, and what did you learn from them? 

  1. Bengt Hallqvist, the founder of IBGC. "He was the one that introduced corporate governance to me,  and with that he changed my life."

01:06:00 - Are there any quotes you think of often or live your life by? 

  1. "Things can always be better."

01:06:48 -  An unusual habit or an absurd thing that she loves: dancing!

Sandra Guerra is the founder of Better Governance and has served on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC). She's the author of “The Black Box of Governance” published by Routledge in 2021.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Sandra Guerra: "The G in ESG is the Driver of Everything." Sandra Guerra, Evan Epstein 01:08:45 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Sandra Guerra, a leading corporate governance expert from Brazil. Her experience includes acting on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC), where for four years, from 2012 to 2016, she was the chair of the board. In 2021, her book “The Black Box of Governance” was published by Routledge. In this podcast, we talk about how corporate governance has evolved in Brazil with the creation of the Brazilian Institute of Corporate Governance (IBGC) in 1995, Novo Mercado (New Market) in 2000 and the Brazilian Corporate Governance Code in 2016. We also address “Crisis resilient boards: lessons from Vale” based on her experience as one of two independent directors of the Brazilian global mining giant that suffered a devastating collapse of a dam in 2019 killing 270 people. More recently, the company has been the target of the SEC’s ESG taskforce on greenwashing securities fraud claims. We finally discuss the future of corporate governance including startup and scaleup governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Sandra Guerra, a leading corporate governance expert from Brazil. Her experience includes acting on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC), where for four years, from 2012 to 2016, she was the chair of the board. In 2021, her book “The Black Box of Governance” was published by Routledge. In this podcast, we talk about how corporate governance has evolved in Brazil with the creation of the Brazilian Institute of Corporate Governance (IBGC) in 1995, Novo Mercado (New Market) in 2000 and the Brazilian Corporate Governance Code in 2016. We also address “Crisis resilient boards: lessons from Vale” based on her experience as one of two independent directors of the Brazilian global mining giant that suffered a devastating collapse of a dam in 2019 killing 270 people. More recently, the company has been the target of the SEC’s ESG taskforce on greenwashing securities fraud claims. We finally discuss the future of corporate governance including startup and scaleup governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com corporate governance, cvm, novo mercado, brazil, strategy, lava jato, vale, board dynamics, crisis resilient boards, environmental social & governance, brazilian institute of corporate governance, sao paulo, board culture, petrobras, ipos, corruption, better governance, ibgc, sec, bengt hallqvist, bndes, brazilian corporate governance code, esg, the black box of governance false full 67 acce283d-2a2e-455e-8561-fc44268324ac Derek Zaba: Partner and Co-Chair of Sidley’s Shareholder Activism Practice. 0:00 -- Intro.

1:34 -- Start of interview.

2:04 -- Derek's "origin story". He grew up in Chicago and graduated from WUSTL with a degree in applied math and an MBA in finance. From there he went to Capital One, "at the time it was at the forefront of making decisions with data". He then got his law degree from Stanford Law School (Class of '04). After graduating he joined WLR&K. From there he moved to hedge funds including Scoggin Capital (NY) and then Voce Capital (SF/Bay Area). In 2015, he joined Camberview Partners (now PJT Camberview) to head its activism defense practice. In 2019, he joined as a partner and co-chair of Sidley Austin's shareholder activism practice.

8:03 -- On what makes Derek's practice at Sidley Austin distinctive: "this is all we do." "We've seen over 100 proxy contests over the last 5 years." 

10:05 -- On this year's proxy season and activist campaigns. "We're back at pre-Covid levels, both in amount and mix of activism." "The reported campaigns are just the tip of the iceberg (many situations get resolved before they reach the public's eye)."

14:30 -- The impact of COVID-19 in the activism realm: "it was a very quick slow-down."

16:54 -- Why activists and companies continue to favor settlements over drawn-out proxy fights. (Per Lazard's H1 2022 Review of Shareholder Activism "[C]ontinuing 2021’s trend, a historically high proportion of Board seats (91% of the 75 total Board seats won) were secured via settlement agreements."

21:20 -- Activism in different size of companies (small, mid and large or mega caps). 

23:13 -- Some take-aways from the Exxon Mobil case (generally): "Size is not a defense, and use of ESG by activists as a core thesis." On the influence of the large institutional investors ("only a few individuals that control a big part of the vote.") [See The Future of Corporate Governance Part I: The Problem of Twelve by John Coates, 2018). 

28:53 -- On the impact of the current market downturn in activism. Targeting tech companies.

32:40 -- On activism targeting tech companies that are founder controlled (sometimes with dual-class share structures.) "Independent directors play a big and important role."

35:52 -- On contested M&A (hostile take-overs).

38:34 -- The impact of universal proxy cards in contested director elections. [See Sidley Austin's position on this topic]

42:47 -- Take-aways from shareholder proposals from this year's proxy season. 

44:24 -- Take-aways for directors (generally) from this year's proxy season. "The most important thing is universal proxy and what it will do to shareholder activism: there will be a much deeper focus on skills sets of individual directors (impacting Nom-Gov committee.)" "Be your own activist." 

46:22 -- On board diversity in shareholder activism.

47:13 -- A book that has greatly influenced his life: "Surely You're Joking, Mr. Feynman!"  by Ralph Leighton and Richard Feynman (1985).

48:45 --  A quote he thinks of often or lives his life by:  "Think for Yourself." (a Beatles song).

50:07 --  An unusual habit or an absurd thing that he loves: watching 5min clips in YouTube with his kids (space and astrophysics related). From these, emerged his new favorite animal: Tardigrade.

51:38 --  The living person he admires: Nate Silver (because "he's representative of somebody who uses information, evidence and data to guide decision-making.")

Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 1 Aug 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Derek Zaba, Evan Epstein) https://boardroom-governance.com/episodes/derek-zaba-UvCVDb4q 0:00 -- Intro.

1:34 -- Start of interview.

2:04 -- Derek's "origin story". He grew up in Chicago and graduated from WUSTL with a degree in applied math and an MBA in finance. From there he went to Capital One, "at the time it was at the forefront of making decisions with data". He then got his law degree from Stanford Law School (Class of '04). After graduating he joined WLR&K. From there he moved to hedge funds including Scoggin Capital (NY) and then Voce Capital (SF/Bay Area). In 2015, he joined Camberview Partners (now PJT Camberview) to head its activism defense practice. In 2019, he joined as a partner and co-chair of Sidley Austin's shareholder activism practice.

8:03 -- On what makes Derek's practice at Sidley Austin distinctive: "this is all we do." "We've seen over 100 proxy contests over the last 5 years." 

10:05 -- On this year's proxy season and activist campaigns. "We're back at pre-Covid levels, both in amount and mix of activism." "The reported campaigns are just the tip of the iceberg (many situations get resolved before they reach the public's eye)."

14:30 -- The impact of COVID-19 in the activism realm: "it was a very quick slow-down."

16:54 -- Why activists and companies continue to favor settlements over drawn-out proxy fights. (Per Lazard's H1 2022 Review of Shareholder Activism "[C]ontinuing 2021’s trend, a historically high proportion of Board seats (91% of the 75 total Board seats won) were secured via settlement agreements."

21:20 -- Activism in different size of companies (small, mid and large or mega caps). 

23:13 -- Some take-aways from the Exxon Mobil case (generally): "Size is not a defense, and use of ESG by activists as a core thesis." On the influence of the large institutional investors ("only a few individuals that control a big part of the vote.") [See The Future of Corporate Governance Part I: The Problem of Twelve by John Coates, 2018). 

28:53 -- On the impact of the current market downturn in activism. Targeting tech companies.

32:40 -- On activism targeting tech companies that are founder controlled (sometimes with dual-class share structures.) "Independent directors play a big and important role."

35:52 -- On contested M&A (hostile take-overs).

38:34 -- The impact of universal proxy cards in contested director elections. [See Sidley Austin's position on this topic]

42:47 -- Take-aways from shareholder proposals from this year's proxy season. 

44:24 -- Take-aways for directors (generally) from this year's proxy season. "The most important thing is universal proxy and what it will do to shareholder activism: there will be a much deeper focus on skills sets of individual directors (impacting Nom-Gov committee.)" "Be your own activist." 

46:22 -- On board diversity in shareholder activism.

47:13 -- A book that has greatly influenced his life: "Surely You're Joking, Mr. Feynman!"  by Ralph Leighton and Richard Feynman (1985).

48:45 --  A quote he thinks of often or lives his life by:  "Think for Yourself." (a Beatles song).

50:07 --  An unusual habit or an absurd thing that he loves: watching 5min clips in YouTube with his kids (space and astrophysics related). From these, emerged his new favorite animal: Tardigrade.

51:38 --  The living person he admires: Nate Silver (because "he's representative of somebody who uses information, evidence and data to guide decision-making.")

Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Derek Zaba: Partner and Co-Chair of Sidley’s Shareholder Activism Practice. Derek Zaba, Evan Epstein 00:53:56 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Derek Zaba, a partner and co-chair of Sidley’s Shareholder Activism practice. Derek counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance. Prior to Sidley, Derek was the head of the activism defense practice at Camberview Partners (now PJT Camberview). He also served as a Partner and investment professional at activist and event driven hedge funds. Derek began his career as a corporate associate at a New York-based law firm. In this podcast, we talk about the current state of shareholder activism, the most relevant take-aways from the last proxy season and the rise of ESG in some campaigns. We also discuss the market downturn, hostile M&A trends, the impact of activism in the tech sector and the practice of dual-class share structures in founder-controlled companies. Finally, we address the adoption of universal proxy cards and lessons for directors on how to approach some of these activism trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Derek Zaba, a partner and co-chair of Sidley’s Shareholder Activism practice. Derek counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance. Prior to Sidley, Derek was the head of the activism defense practice at Camberview Partners (now PJT Camberview). He also served as a Partner and investment professional at activist and event driven hedge funds. Derek began his career as a corporate associate at a New York-based law firm. In this podcast, we talk about the current state of shareholder activism, the most relevant take-aways from the last proxy season and the rise of ESG in some campaigns. We also discuss the market downturn, hostile M&A trends, the impact of activism in the tech sector and the practice of dual-class share structures in founder-controlled companies. Finally, we address the adoption of universal proxy cards and lessons for directors on how to approach some of these activism trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com shareholder activism, diversity, institutional investors, contested m&a, contested director elections, covid-19, universal proxy cards, environmental social & governance, founder controlled companies, sidley austin, proxy contest, esg activism, mergers and acquisitions, proxy season, m&a, universal proxy, proxy fight, shareholder proposals, esg, boardroom diversity, economic downturn, dual class shares false full 66 8c1ec55e-388d-4083-ae34-86576af18497 Francine McKenna: "You Cannot Restrain The Heartless Except Via Enforcement." 0:00 Intro.

1:37 Start of interview.

3:03 Francine's "origin story". She grew up in Chicago and graduated from Purdue in accounting but "she hated it." She began in internal audit at Chicago’s Continental Illinois National Bank and Trust. She later worked with KPMG/BearingPoint in the early 1990s. She also worked at JP Morgan where she focused on Y2K risk. Post Sarbanes Oxley she worked at PricewaterhouseCoopers LLP until 2006. She then pivoted as an investigative reporter and feature writer. At MarketWatch, and for The Wall Street Journal and Barron’s, McKenna reported on public company accounting, fraud and financial investigations, and the potentially dubious financial reporting practices of pre-IPO companies. She also started teaching at different universities. She has now joined full-time as a Lecturer at University of Pennsylvania Wharton Business School.

17:53 On Ernst & Young’s $100 million penalty by the SEC for employees cheating on CPA ethics exams and misleading investigation. To put this case into context, it's important to understand KPMG's case from 2019 ($50 million penalty by the SEC). Note this teaching case study on the KPMG/PCAOB scandal.

24:50 Criminal convictions in KPMG case.

26:01 EY's role in misleading the investigation of the SEC.

31:38 On KPMG receiving its largest UK fine (£14.4M) for providing false information about its audits of Carillion and Regenersis. On why the "Big 4 Audit Firms" are "Too Big to Fail."

33:16 What's really going on with the Big 4  audit firms? Audit services vs consulting services. "When there is tension between professionalism and commercialism, [the latter] will always win out." "You cannot restrain the heartless except via enforcement."

37:50 On lessons for directors in frauds of private companies. "I use Theranos as a warning case for students in accounting: it's the canary in the coalmine in case the audit profession doesn't evolve." There were three audit firms involved in the Theranos case: EY at the beginning but then walked away, then KPMG until they had a dispute about stock option valuations (staying only to do consulting), and PwC did forensic work winding down the company. None of them audited the firm, they only provided services. "They [the audit firms] made more money, with less liability, by providing other services [actively choosing not to provide auditing services.]" "Private companies avoiding going public [the deeper scrutiny] is the shape of things to come." How the JOBS Act stripped away some of the scrutiny over emerging growth companies [EGCs]. Some, like SEC Commissioner Hester Peirce, are in favor of this lighter regulatory approach.

47:22 On whether unicorns require a stricter regulatory framework. "We are seeing this [laissez-faire] attitude to the max in the crypto industry."

50:00 On whether Sarbanes Oxley had a negative effect on the US IPO market. "We should not have marginal/shady companies in the public markets." On the negative effect of relaxing the rules in the JOBS Act. "We should be talking about the quality of companies, not the quantity of listings."

55:26 On the difference between valuations (in private companies) and marketcap (in public companies). "I'm a big believer in the power of short sellers and activist investors to highlight [price inefficiencies and fraud] because they put their money where their mouth is." "The SEC has been very disappointing in both Republican and Democratic administrations in terms of actually calling accounting fraud by its name." On the role of whistleblowers.

01:04:02 On the rise (and increasing political polarization) of ESG. "I'm cynical towards it, firms are looking to get a piece of clients' wallets." "The trend first emerged in Europe with firms providing side audits like carbon emissions." "My head is tainted with the idea that it's all a big marketing ploy." The audit mandate in the proposed SEC's climate change disclosure rules. On the proxy proposals (like Exxon's) and greenwashing.

01:10:28 - Three books that have greatly influenced her life: 

  1. Siddartha, by Hermann Hesse (1922)
  2. The Road Less Traveled, by M. Scott Peck (1978)
  3. The Origins of Totalitarianism, by Hannah Arendt (1951)

01:13:18 - Who were your mentors, and what did you learn from them? 

From her time at Continental Illinois:

  1. Peggy Jackson Turner
  2. Judy Port

01:15:03 - Are there any quotes you think of often or live your life by? 

  1. "Der Mensch Tracht, un Gott Lacht (Man Plans, and God Laughs)" (Yiddish)
  2. "Morallity cannot be legislated, but behavior can be regulated. Judicial decrees may not change the heart, but they can restrain the heartless." Martin Luther King Jr.

01:16:12 -  An unusual habit or an absurd thing that he loves: collecting metal objects.

01:17:47 -  The living person she most admires: Judge Jed S. Rakoff, Jordan Peele.

Francine McKenna is a full-time Lecturer at University of Pennsylvania Wharton Business School. She teaches ACCT 611 and 613, Introduction to Financial Accounting for MBAs. She is also an independent writer and commentator and authors the newsletter The Dig, where she scrutinizes accounting, audit and corporate governance issues at public and pre-IPO companies.

__

You can follow Francine on social media at:

Twitter: @retheauditors

LinkedIn: https://www.linkedin.com/in/francinemckenna/

Substack: https://thedig.substack.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Wed, 27 Jul 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Francine McKenna, Evan Epstein) https://boardroom-governance.com/episodes/francine-mckenna-U43JWc_W 0:00 Intro.

1:37 Start of interview.

3:03 Francine's "origin story". She grew up in Chicago and graduated from Purdue in accounting but "she hated it." She began in internal audit at Chicago’s Continental Illinois National Bank and Trust. She later worked with KPMG/BearingPoint in the early 1990s. She also worked at JP Morgan where she focused on Y2K risk. Post Sarbanes Oxley she worked at PricewaterhouseCoopers LLP until 2006. She then pivoted as an investigative reporter and feature writer. At MarketWatch, and for The Wall Street Journal and Barron’s, McKenna reported on public company accounting, fraud and financial investigations, and the potentially dubious financial reporting practices of pre-IPO companies. She also started teaching at different universities. She has now joined full-time as a Lecturer at University of Pennsylvania Wharton Business School.

17:53 On Ernst & Young’s $100 million penalty by the SEC for employees cheating on CPA ethics exams and misleading investigation. To put this case into context, it's important to understand KPMG's case from 2019 ($50 million penalty by the SEC). Note this teaching case study on the KPMG/PCAOB scandal.

24:50 Criminal convictions in KPMG case.

26:01 EY's role in misleading the investigation of the SEC.

31:38 On KPMG receiving its largest UK fine (£14.4M) for providing false information about its audits of Carillion and Regenersis. On why the "Big 4 Audit Firms" are "Too Big to Fail."

33:16 What's really going on with the Big 4  audit firms? Audit services vs consulting services. "When there is tension between professionalism and commercialism, [the latter] will always win out." "You cannot restrain the heartless except via enforcement."

37:50 On lessons for directors in frauds of private companies. "I use Theranos as a warning case for students in accounting: it's the canary in the coalmine in case the audit profession doesn't evolve." There were three audit firms involved in the Theranos case: EY at the beginning but then walked away, then KPMG until they had a dispute about stock option valuations (staying only to do consulting), and PwC did forensic work winding down the company. None of them audited the firm, they only provided services. "They [the audit firms] made more money, with less liability, by providing other services [actively choosing not to provide auditing services.]" "Private companies avoiding going public [the deeper scrutiny] is the shape of things to come." How the JOBS Act stripped away some of the scrutiny over emerging growth companies [EGCs]. Some, like SEC Commissioner Hester Peirce, are in favor of this lighter regulatory approach.

47:22 On whether unicorns require a stricter regulatory framework. "We are seeing this [laissez-faire] attitude to the max in the crypto industry."

50:00 On whether Sarbanes Oxley had a negative effect on the US IPO market. "We should not have marginal/shady companies in the public markets." On the negative effect of relaxing the rules in the JOBS Act. "We should be talking about the quality of companies, not the quantity of listings."

55:26 On the difference between valuations (in private companies) and marketcap (in public companies). "I'm a big believer in the power of short sellers and activist investors to highlight [price inefficiencies and fraud] because they put their money where their mouth is." "The SEC has been very disappointing in both Republican and Democratic administrations in terms of actually calling accounting fraud by its name." On the role of whistleblowers.

01:04:02 On the rise (and increasing political polarization) of ESG. "I'm cynical towards it, firms are looking to get a piece of clients' wallets." "The trend first emerged in Europe with firms providing side audits like carbon emissions." "My head is tainted with the idea that it's all a big marketing ploy." The audit mandate in the proposed SEC's climate change disclosure rules. On the proxy proposals (like Exxon's) and greenwashing.

01:10:28 - Three books that have greatly influenced her life: 

  1. Siddartha, by Hermann Hesse (1922)
  2. The Road Less Traveled, by M. Scott Peck (1978)
  3. The Origins of Totalitarianism, by Hannah Arendt (1951)

01:13:18 - Who were your mentors, and what did you learn from them? 

From her time at Continental Illinois:

  1. Peggy Jackson Turner
  2. Judy Port

01:15:03 - Are there any quotes you think of often or live your life by? 

  1. "Der Mensch Tracht, un Gott Lacht (Man Plans, and God Laughs)" (Yiddish)
  2. "Morallity cannot be legislated, but behavior can be regulated. Judicial decrees may not change the heart, but they can restrain the heartless." Martin Luther King Jr.

01:16:12 -  An unusual habit or an absurd thing that he loves: collecting metal objects.

01:17:47 -  The living person she most admires: Judge Jed S. Rakoff, Jordan Peele.

Francine McKenna is a full-time Lecturer at University of Pennsylvania Wharton Business School. She teaches ACCT 611 and 613, Introduction to Financial Accounting for MBAs. She is also an independent writer and commentator and authors the newsletter The Dig, where she scrutinizes accounting, audit and corporate governance issues at public and pre-IPO companies.

__

You can follow Francine on social media at:

Twitter: @retheauditors

LinkedIn: https://www.linkedin.com/in/francinemckenna/

Substack: https://thedig.substack.com/

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Francine McKenna: "You Cannot Restrain The Heartless Except Via Enforcement." Francine McKenna, Evan Epstein 01:22:30 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Francine McKenna, a Lecturer at the Wharton Business School and a writer and commentator on the accounting, audit, and corporate governance issues affecting public and pre-IPO private companies. Francine spent more than 20 years in public accounting and consulting, including for KPMG/BearingPoint in the U.S. and Latin America, and at PwC. Since 2006, she has been an investigative reporter and feature writer. At MarketWatch she monitored and reported on public company accounting, fraud and financial investigations, and the financial reporting practices of pre-IPO companies. In this podcast, we talk about her personal and professional background, the recent $100 million settlement between Ernst & Young and the SEC, the $50 million fine to KPMG by the SEC in 2019, plus other conflicts involving the Big 4 audit firms. We also discuss frauds in public and private companies, the regulatory landscape for unicorns and crypto, the state of IPOs and some of the latest ESG trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Francine McKenna, a Lecturer at the Wharton Business School and a writer and commentator on the accounting, audit, and corporate governance issues affecting public and pre-IPO private companies. Francine spent more than 20 years in public accounting and consulting, including for KPMG/BearingPoint in the U.S. and Latin America, and at PwC. Since 2006, she has been an investigative reporter and feature writer. At MarketWatch she monitored and reported on public company accounting, fraud and financial investigations, and the financial reporting practices of pre-IPO companies. In this podcast, we talk about her personal and professional background, the recent $100 million settlement between Ernst & Young and the SEC, the $50 million fine to KPMG by the SEC in 2019, plus other conflicts involving the Big 4 audit firms. We also discuss frauds in public and private companies, the regulatory landscape for unicorns and crypto, the state of IPOs and some of the latest ESG trends. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com too big to fail, marketwatch, continental illinois national bank and trust, pcaob, accounting, enforcement, investigative journalism, valuations, wsj, shareholder activist, short sellers, audit firms, environmental social & governance, securities and exchange commission, fraud, jobs act, big four, sarbannes oxley, y2k, marketcap, bearingpoint, auditors, kpmg, ey, deloitte, theranos, sec, unicorns, accounting fraud, esg, pwc, sox, private companies false full 65 178004f0-150d-4ef2-94d9-301180bfce6f Keir Gumbs: "Governance Directly and Unequivocally Impacts Value." 0:00 Intro.

1:34 Start of interview.

2:12 Keir's "origin story". He grew up in the Bay Area and went to high school in Oakland where he ran track and got a scholarship to go to Ohio State. After realizing he wasn't going to be an Olympian, he decided to study law at U Penn. When he graduated in 1999, he joined the SEC where, among other matters, he was part of the shareholder proposals taskforce which led him on the path of corporate governance. After 6 years at the SEC, he joined Covington & Burling where he practiced for about 13 years. In his last year at Covington he worked on the Uber investigation, after which he was hired to join the company as Associate General Counsel for Corporate (where he led the IPO, the company's corporate governance and ESG programs). He later got promoted to Deputy GC. He joined Broadridge Financial Solutions as Chief Legal Officer in 2021.

5:55 Keir's role on the governance assessment for the Holder Report in 2017 [where his firm recommended that Uber focus on four prevailing themes with regard to taking the following remedial measures: tone at the top, trust, transformation, and accountability]. His headline: "Governance directly and unequivocally impacts value." "For me, Uber is the quintessential example for that." "At that time, Uber was king of the world: the largest and most valuable Unicorn, rapidly expanding around the world, they had radically changed how people got around." "Uber's scandal started with Susan Fowler's blog post (which indicated a culture in need of change) and the #DeleteUber campaign post travel ban fiasco in NYC." "These events set the company into a spiral, where they had to address these governance and cultural issues in order to thrive and survive."

13:40 On Silicon Valley's "growth at all costs" and "founder empowerment" culture, and the unique distinctions between private vs public corporate governance practices: "The real question in my mind is has Silicon Valley learned its lesson? Have the VCs learned?" "Here is the truth of it: for every Theranos, Uber or WeWork, there is a Facebook, and let's be very candid here, FB is still very successful - if you were an original investor in FB you have done very well for yourself - despite the company not embracing the best corporate governance practices [and yet FB is still thriving]." "[Despite some of the governance scandals in tech companies] there is certainly more awareness now about how corporate governance can impact value."

19:07 On the evolution of corporate governance and the growing influence of institutional investors. Its impact on private venture-backed companies: "There must be a governance transition based on the growing number of investors participating in the company's evolution (particularly if/when the company goes public)."

25:15 On the history and focus of Broadridge Financial Solutions.

27:50 On the role of technology, Blockchain, Meme Stocks and Proxy Voting. The Delaware Vice-Chancellor Travis Laster Speech at CII: "The Block Chain Plunder: Using Technology to Clean Up Proxy Plumbing and Take Back the Vote." (2016) The SEC's Proposal to Reduce Risks in Clearance and Settlement. "I'm not sure blockchain will be the technological solution that everyone is embracing."

33:36 On proxy contests ("the level of proxy contests seems lower than what we would have expected."), and the new SEC rules on universal proxy cards. This rule will start applying this August ("will it meaningful increase the number of proxy contests? It's an open question at this point.")

40:30 Keir's thoughts on boardroom diversity, including SB-826 and AB-979 getting struck down in California Courts: "I personally would not read too much into those [court decisions in California] for two reasons: 1) Spinning in the wind  and 2) 
"the horse has left the barn" on the topic of boardroom diversity." "Investors, employees, customers and the general public all care about the composition of a board from a diversity perspective." 

45:05 His thoughts on the SEC's current agenda. "There is no doubt that there is a very pro-enforcement agenda in place right now." "There is a new Sheriff in town." The EY Enforcement Action (where EY had to pay a $100M penalty for employees cheating on CPA ethics exams and misleading investigation). Dissent from Commissioner Hester Pierce.

51:13 On the politicization of boards and how companies and boards have to deal with hot (and controversial) social topics. Assembling a group of employees to handle how, when and what should the company address about these issues. "It's an incredibly hard challenge for GCs and other senior executives." "Employees, customers and investors expect you to address these issues." "How you communicate is super important." His view on the "Mission-focused company" approach taken by Coinbase: "For me, that probably means that I will never be a Coinbase customer because I care deeply about the company to whom I give my money." "I think of Procter & Gamble as the gold standard on how to communicate effectively around these thorny questions." 

58:04 A book that has greatly influenced his life: 

59:00- Who were your mentors, and what did you learn from them? 

  1. Marty Dunn, former Deputy Director and Chief Counsel of the SEC and former partner at OMM and MoFo.
  2. David Martin, partner at Covington & Burling. He was his "Dutch uncle" ("someone who is going to be very hard on you privately, but in public will sing your praises.")

1:00:35 - Are there any quotes you think of often or live your life by? 

  • From Trillion Dollar Coach (biography of Bill Campbell) by Alan Eagle, Eric Schmidt and Jonathan Rosenberg (2019):  “Leadership is not about you, it’s about service to something bigger: the company, the team. Bill believed that good leaders grow over time, that leadership accrues to them from their teams. He thought people who were curious and wanted to learn new things were best suited for this. There was no room in this formula for smart alecks and their hubris.”

1:02:17 - An unusual habit or an absurd thing that he loves: "Zombie Apocalypse everything!"

1:03:04 - The living person he most admires: A lot of people but it's a tie: AOC (on the way she uses social media) and Bill Gates (on his transition from business to making a better world).

Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, Keir was a Partner for nearly a decade at Covington & Burling. Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 5 Jul 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Keir Gumbs, Evan Epstein) https://boardroom-governance.com/episodes/keir-gumbs-bld0w90j 0:00 Intro.

1:34 Start of interview.

2:12 Keir's "origin story". He grew up in the Bay Area and went to high school in Oakland where he ran track and got a scholarship to go to Ohio State. After realizing he wasn't going to be an Olympian, he decided to study law at U Penn. When he graduated in 1999, he joined the SEC where, among other matters, he was part of the shareholder proposals taskforce which led him on the path of corporate governance. After 6 years at the SEC, he joined Covington & Burling where he practiced for about 13 years. In his last year at Covington he worked on the Uber investigation, after which he was hired to join the company as Associate General Counsel for Corporate (where he led the IPO, the company's corporate governance and ESG programs). He later got promoted to Deputy GC. He joined Broadridge Financial Solutions as Chief Legal Officer in 2021.

5:55 Keir's role on the governance assessment for the Holder Report in 2017 [where his firm recommended that Uber focus on four prevailing themes with regard to taking the following remedial measures: tone at the top, trust, transformation, and accountability]. His headline: "Governance directly and unequivocally impacts value." "For me, Uber is the quintessential example for that." "At that time, Uber was king of the world: the largest and most valuable Unicorn, rapidly expanding around the world, they had radically changed how people got around." "Uber's scandal started with Susan Fowler's blog post (which indicated a culture in need of change) and the #DeleteUber campaign post travel ban fiasco in NYC." "These events set the company into a spiral, where they had to address these governance and cultural issues in order to thrive and survive."

13:40 On Silicon Valley's "growth at all costs" and "founder empowerment" culture, and the unique distinctions between private vs public corporate governance practices: "The real question in my mind is has Silicon Valley learned its lesson? Have the VCs learned?" "Here is the truth of it: for every Theranos, Uber or WeWork, there is a Facebook, and let's be very candid here, FB is still very successful - if you were an original investor in FB you have done very well for yourself - despite the company not embracing the best corporate governance practices [and yet FB is still thriving]." "[Despite some of the governance scandals in tech companies] there is certainly more awareness now about how corporate governance can impact value."

19:07 On the evolution of corporate governance and the growing influence of institutional investors. Its impact on private venture-backed companies: "There must be a governance transition based on the growing number of investors participating in the company's evolution (particularly if/when the company goes public)."

25:15 On the history and focus of Broadridge Financial Solutions.

27:50 On the role of technology, Blockchain, Meme Stocks and Proxy Voting. The Delaware Vice-Chancellor Travis Laster Speech at CII: "The Block Chain Plunder: Using Technology to Clean Up Proxy Plumbing and Take Back the Vote." (2016) The SEC's Proposal to Reduce Risks in Clearance and Settlement. "I'm not sure blockchain will be the technological solution that everyone is embracing."

33:36 On proxy contests ("the level of proxy contests seems lower than what we would have expected."), and the new SEC rules on universal proxy cards. This rule will start applying this August ("will it meaningful increase the number of proxy contests? It's an open question at this point.")

40:30 Keir's thoughts on boardroom diversity, including SB-826 and AB-979 getting struck down in California Courts: "I personally would not read too much into those [court decisions in California] for two reasons: 1) Spinning in the wind  and 2) 
"the horse has left the barn" on the topic of boardroom diversity." "Investors, employees, customers and the general public all care about the composition of a board from a diversity perspective." 

45:05 His thoughts on the SEC's current agenda. "There is no doubt that there is a very pro-enforcement agenda in place right now." "There is a new Sheriff in town." The EY Enforcement Action (where EY had to pay a $100M penalty for employees cheating on CPA ethics exams and misleading investigation). Dissent from Commissioner Hester Pierce.

51:13 On the politicization of boards and how companies and boards have to deal with hot (and controversial) social topics. Assembling a group of employees to handle how, when and what should the company address about these issues. "It's an incredibly hard challenge for GCs and other senior executives." "Employees, customers and investors expect you to address these issues." "How you communicate is super important." His view on the "Mission-focused company" approach taken by Coinbase: "For me, that probably means that I will never be a Coinbase customer because I care deeply about the company to whom I give my money." "I think of Procter & Gamble as the gold standard on how to communicate effectively around these thorny questions." 

58:04 A book that has greatly influenced his life: 

59:00- Who were your mentors, and what did you learn from them? 

  1. Marty Dunn, former Deputy Director and Chief Counsel of the SEC and former partner at OMM and MoFo.
  2. David Martin, partner at Covington & Burling. He was his "Dutch uncle" ("someone who is going to be very hard on you privately, but in public will sing your praises.")

1:00:35 - Are there any quotes you think of often or live your life by? 

  • From Trillion Dollar Coach (biography of Bill Campbell) by Alan Eagle, Eric Schmidt and Jonathan Rosenberg (2019):  “Leadership is not about you, it’s about service to something bigger: the company, the team. Bill believed that good leaders grow over time, that leadership accrues to them from their teams. He thought people who were curious and wanted to learn new things were best suited for this. There was no room in this formula for smart alecks and their hubris.”

1:02:17 - An unusual habit or an absurd thing that he loves: "Zombie Apocalypse everything!"

1:03:04 - The living person he most admires: A lot of people but it's a tie: AOC (on the way she uses social media) and Bill Gates (on his transition from business to making a better world).

Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, Keir was a Partner for nearly a decade at Covington & Burling. Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Keir Gumbs: "Governance Directly and Unequivocally Impacts Value." Keir Gumbs, Evan Epstein 01:05:17 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Keir Gumbs, the Chief Legal Officer of Broadridge Financial Solutions, where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, he was a partner for nearly a decade at Covington & Burling. Prior, he served with the SEC for six years, where, immediately prior to joining private practice in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In this podcast, we talk about the Holder Report and corporate governance reforms at Uber, the state of corporate governance in Silicon Valley, from startup to public companies. We also address his current focus with Broadridge, and the state of proxy voting, proxy plumbing (tech and blockchain) and proxy contests, including incoming changes with the new universal proxy rules for director elections. In addition, we talk about boardroom diversity, the SEC’s enforcement agenda (including a discussion on the recent EY enforcement action) and how companies and boards need to address increasing politicization and polarization. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Keir Gumbs, the Chief Legal Officer of Broadridge Financial Solutions, where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, he was a partner for nearly a decade at Covington & Burling. Prior, he served with the SEC for six years, where, immediately prior to joining private practice in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In this podcast, we talk about the Holder Report and corporate governance reforms at Uber, the state of corporate governance in Silicon Valley, from startup to public companies. We also address his current focus with Broadridge, and the state of proxy voting, proxy plumbing (tech and blockchain) and proxy contests, including incoming changes with the new universal proxy rules for director elections. In addition, we talk about boardroom diversity, the SEC’s enforcement agenda (including a discussion on the recent EY enforcement action) and how companies and boards need to address increasing politicization and polarization. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com covington & burling, private markets, corporate governance, diversity, cii, procter & gamble, ab-979, ernst & young enforcement action, holder report, private venture-backed companies, u penn, environmental social & governance, venture capital, securities and exchange commission, #deleteuber, coinbase, sb-826, broadridge financial solutions, politicization of the board, blockchain, sec, uber technologies, ohio state, council of institutional investors, esg, boardroom diversity, susan fowler blog post, silicon valley, boards of directors false full 64 564adf39-9ad2-4a5a-b7cb-27c59ffdd843 Ana Dutra: "Think of Your Board Journey As Any Career." 0:00 Intro.

1:45 Start of interview.

2:40 Ana's "origin story". She was born and raised in Rio do Janeiro, Brazil. She got degrees in law and economics, and started her career in sales at IBM in Brazil in the mid-1980s. In 1992 she moved to the U.S. to get an MBA at Northwestern University. That led to a career of over 30 years in technology, M&A and global business transformations. A couple of years ago she retired from her last job as CEO, and she embarked in her board "portfolio career": public, private and non-profit boards, in addition to teaching and doing some advisory work for CEOs.

4:55 Her advice for aspiring directors: "Think of your board journey as any career." She started serving on non-profit boards and worked her way up to private and public companies. Her first public company board was CME Group. She's served on 7 public company boards, plus many private and non-profit boards.

7:46 Distinctions on serving on public/private/non-profit boards ("even within those buckets there are significant differences.") Her other current public company boards: First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). When she thinks about board opportunities, she thinks about three things:

  1. Is she aligned with the mission/vision of the company and what it stands for.
  2. Does she have the skills, experience, credentials and competencies to add value to the board.
  3. Does she like the people (other board members).

12:56 Her experience serving on the board of Eletrobras, a major Brazilian state-owned power generation company. "There is always a give and take --what you offer and what you learn-- and that to me is what makes board service so interesting."

16:27 Her thoughts on the evolution of ESG and DEI. Her article "Cutting Through the ESG Noise: A Practical Framework for Corporate Boards" with Cigdem Oktem, Regional Leader, EY Center for Board Matters.

22:15 Her thoughts on boardroom diversity, SB-826 and AB-979 getting struck down in California Courts. "I wish we didn't have to rely on quotas, but the truth is that when left in the hands of nom/gov chairs, board chairs and companies and executives, [progress] was just not happening."

"All I can hope for is that some halo effect [since SB-826] has demonstrated that having diversity and inclusion on boards is a good business practice."

24:41 On the progress of Latinos on boards. She serves on the board of the Latino Corporate Directors Association (LCDA), co-Chairs its Latino Corporate Directors Educational Foundation (LCDEF) that delivers on the BoardReady Institute (BRI).

28:20 On the politicization of boards. "Over the last three years there has been extreme politicization globally, not only in the U.S." "I am a big proponent of full disclosure on where you stand as an institution and/or corporation."

32:18 Her thoughts on Coinbase's position (a "mission driven company") and Salesforce (strong proponent of stakeholder capitalism). "Both companies took a stand, and that is what's important."

34:52 Her take on governance practices in the tech industry. On the role of experience and self-awareness in leadership.

37:17 Discussion of founder-led tech companies, governance consequences, and reverse bias discrimination. "Revenue is vanity, profit is sanity but cash is reality." "Sometimes there is too much of a good thing." "What is lacking is appreciation and respect for experience."

44:52 The 3 books that have greatly influenced her life:

  1. Man's Search for Meaning, by Viktor Frankl (1946)
  2. The Alchemist, by Paulo Coelho (1988)
  3. Exodus, by Leon Uris  (1958)

46:06- Who were your mentors, and what did you learn from them? "I have had so many, I apply a 360 mentorship model" "I crave feedback and mentorship all the time."

47:05 - Are there any quotes you think of often or live your life by? 

  1. "When contemplating an opportunity, if you don't foresee the possibility of death, bankruptcy or prison, then go for it!"
  2. "Always think about how to pay it forward" (good karma)
  3. Particularly for women who suffer from imposter syndrome: "Remember that you're seeing people from the outside where they seem so confident but you don't know what they are feeling on the inside, so do your thing, walk in confident, don't worry too much about outside influence."

49:16- An unusual habit or an absurd thing that she loves: "Melting chocolate and top it with yogurt or nuts to pretend that it's healthy." Reality TV, she's watched every season of the Survivor!

50:30 - The living person she most admires: her middle sister, a pediatrician in Brazil, "probably the most knowledgeable, powerful and yet so humble and generous."

Ana Dutra is an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. As CEO of Korn Ferry Consulting, Ana led the global the Board  Effectiveness practice. Ana currently serves as corporate director at the CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the Board of the Latino Corporate Directors Association and co-Chairs its Educational Foundation Board. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 27 Jun 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Ana Dutra, Evan Epstein) https://boardroom-governance.com/episodes/ana-dutra-9eqUg9UH 0:00 Intro.

1:45 Start of interview.

2:40 Ana's "origin story". She was born and raised in Rio do Janeiro, Brazil. She got degrees in law and economics, and started her career in sales at IBM in Brazil in the mid-1980s. In 1992 she moved to the U.S. to get an MBA at Northwestern University. That led to a career of over 30 years in technology, M&A and global business transformations. A couple of years ago she retired from her last job as CEO, and she embarked in her board "portfolio career": public, private and non-profit boards, in addition to teaching and doing some advisory work for CEOs.

4:55 Her advice for aspiring directors: "Think of your board journey as any career." She started serving on non-profit boards and worked her way up to private and public companies. Her first public company board was CME Group. She's served on 7 public company boards, plus many private and non-profit boards.

7:46 Distinctions on serving on public/private/non-profit boards ("even within those buckets there are significant differences.") Her other current public company boards: First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). When she thinks about board opportunities, she thinks about three things:

  1. Is she aligned with the mission/vision of the company and what it stands for.
  2. Does she have the skills, experience, credentials and competencies to add value to the board.
  3. Does she like the people (other board members).

12:56 Her experience serving on the board of Eletrobras, a major Brazilian state-owned power generation company. "There is always a give and take --what you offer and what you learn-- and that to me is what makes board service so interesting."

16:27 Her thoughts on the evolution of ESG and DEI. Her article "Cutting Through the ESG Noise: A Practical Framework for Corporate Boards" with Cigdem Oktem, Regional Leader, EY Center for Board Matters.

22:15 Her thoughts on boardroom diversity, SB-826 and AB-979 getting struck down in California Courts. "I wish we didn't have to rely on quotas, but the truth is that when left in the hands of nom/gov chairs, board chairs and companies and executives, [progress] was just not happening."

"All I can hope for is that some halo effect [since SB-826] has demonstrated that having diversity and inclusion on boards is a good business practice."

24:41 On the progress of Latinos on boards. She serves on the board of the Latino Corporate Directors Association (LCDA), co-Chairs its Latino Corporate Directors Educational Foundation (LCDEF) that delivers on the BoardReady Institute (BRI).

28:20 On the politicization of boards. "Over the last three years there has been extreme politicization globally, not only in the U.S." "I am a big proponent of full disclosure on where you stand as an institution and/or corporation."

32:18 Her thoughts on Coinbase's position (a "mission driven company") and Salesforce (strong proponent of stakeholder capitalism). "Both companies took a stand, and that is what's important."

34:52 Her take on governance practices in the tech industry. On the role of experience and self-awareness in leadership.

37:17 Discussion of founder-led tech companies, governance consequences, and reverse bias discrimination. "Revenue is vanity, profit is sanity but cash is reality." "Sometimes there is too much of a good thing." "What is lacking is appreciation and respect for experience."

44:52 The 3 books that have greatly influenced her life:

  1. Man's Search for Meaning, by Viktor Frankl (1946)
  2. The Alchemist, by Paulo Coelho (1988)
  3. Exodus, by Leon Uris  (1958)

46:06- Who were your mentors, and what did you learn from them? "I have had so many, I apply a 360 mentorship model" "I crave feedback and mentorship all the time."

47:05 - Are there any quotes you think of often or live your life by? 

  1. "When contemplating an opportunity, if you don't foresee the possibility of death, bankruptcy or prison, then go for it!"
  2. "Always think about how to pay it forward" (good karma)
  3. Particularly for women who suffer from imposter syndrome: "Remember that you're seeing people from the outside where they seem so confident but you don't know what they are feeling on the inside, so do your thing, walk in confident, don't worry too much about outside influence."

49:16- An unusual habit or an absurd thing that she loves: "Melting chocolate and top it with yogurt or nuts to pretend that it's healthy." Reality TV, she's watched every season of the Survivor!

50:30 - The living person she most admires: her middle sister, a pediatrician in Brazil, "probably the most knowledgeable, powerful and yet so humble and generous."

Ana Dutra is an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. As CEO of Korn Ferry Consulting, Ana led the global the Board  Effectiveness practice. Ana currently serves as corporate director at the CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the Board of the Latino Corporate Directors Association and co-Chairs its Educational Foundation Board. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Ana Dutra: "Think of Your Board Journey As Any Career." Ana Dutra, Evan Epstein 00:52:20 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Ana Dutra, an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. Ana has over 30 years of experience in technology, M&A and global business transformations in companies such as IBM, CSC, Marsh & McLennan, Accenture and Korn/Ferry International. As CEO of Korn Ferry Consulting, Ana led the global the Board Effectiveness practice. Ana serves as a corporate director at CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the board of the Latino Corporate Directors Association (LCDA) and co-Chairs its Educational Foundation Board. In this podcast, we talk about her board service in public, private, non-profit and state-owned enterprises including her experience in Brazil. We also talk about ESG, DEI, boardroom diversity, the politicization of corporations and the role of experience and self-awareness in founder-led tech companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Ana Dutra, an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. Ana has over 30 years of experience in technology, M&A and global business transformations in companies such as IBM, CSC, Marsh & McLennan, Accenture and Korn/Ferry International. As CEO of Korn Ferry Consulting, Ana led the global the Board Effectiveness practice. Ana serves as a corporate director at CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the board of the Latino Corporate Directors Association (LCDA) and co-Chairs its Educational Foundation Board. In this podcast, we talk about her board service in public, private, non-profit and state-owned enterprises including her experience in Brazil. We also talk about ESG, DEI, boardroom diversity, the politicization of corporations and the role of experience and self-awareness in founder-led tech companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com reverse bias, ana dutra, lcda, corporate governance, carparts.com, ab-979, sustainability, brazil, pembina pipeline, korn ferry, ibm, eletrobras, cme group, coinbase, sb-826, latino corporate director association, amyris, founder-led tech companies, politicization of the board, dei, first internet bancorp, salesforce, esg, boardroom diversity, boards of directors false full 63 17a126d1-da24-4650-a0b4-21b2d8fe8067 Annemarie Tierney: On Secondary Markets for Private Company Stock, and Crypto. 0:00 Intro.

1:45 Start of interview.

2:40 Annemarie's "origin story". She was born and raised in New Jersey. She went to the University of Delaware and later to the Catholic University of America Columbus School of Law. She got her first job at the SEC (Corp Fin) right out of law school. She spent 6 years at the SEC, 5 of them focused on international corporate finance (bringing international companies into the US securities market). Linda Quinn (ex director of Corp Fin) called it her "Chamber of Commerce." Her team's job "was to make it as easy as possible for large international companies to list in the U.S." Reg 144A, Reg S.

6:07 Her time at Skadden Arps (1996-2002). She spent 5 years at the Skadden London office, 1 year in the NY office.

8:16 Her transition to the New York Stock Exchange as Assistant GC (2002-2008).

10:17 Her time at NYFIX as GC from 2008-2010, before it got acquired.

11:50 Her role at SecondMarket as EVP Legal, GC and Corporate Secretary (2010-2015). The firm was founded by Barry Silbert and was a pioneer on secondary markets for private shares (now Digital Currency Group).

17:29 Her time at Nasdaq Private Market as VP, Head of Strategy and New Markets (2015-2018). 

22:27 Thoughts on carve-outs (liquidity) for founders in venture rounds (pre-exit). SecondMarket's role in helping expand the shareholder threshold from 500 to 2000 shareholders (Jobs Act, 2012) allowing private companies to stay private for longer.

26:30 Her time at Templum (a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities) as chief strategy officer and GC (2018-2019).

28:23 About her firm Liquid Advisors, a strategic advisory firm offering private placement and secondary liquidity structuring and regulatory requirement services, including for digital or token-based securities. "I'm an accidental entrepreneur."

32:30 On regulation of private markets, and her response to SEC Commissioner Allison Herren Lee "Going Dark" concerns. The challenging conditions for U.S. public companies (costs of being public vs benefits of staying private).

38:00 Her thoughts on the market down cycle, including the SPAC situation.

42:07 Her take on blockchain and crypto. SecondMarket started trading BTC in 2012-2013. "Blockchain provides a record-keeping that is immutable." SecondMarket created a Bitcoin Investment Trust. "I'm a huge supporter of blockchain/crypto." "I've been through so many ups and downs of the [BTC] price that I don't get fazed by it anymore." "It's the best performing asset class in the last 10 years, I don't think people can keep ignoring it."

51:28 Her thoughts on the regulation of crypto (President Biden's Executive Order, Governor Newsom's Executive Order). "The market has been begging for clear crypto regulations for some time." "Some states have stepped up where federal regulators have been unwilling to state how to bank or regulate these assets." Crypto friendly environments like Wyoming or Miami. 

55:24 The 3 books that have greatly influenced her life:

  1. The Hobbit, by J.R.R Tolking (1937)
  2. The Lord of the Rings, by J.R.R Tolking (1954)
  3. The Harry Potter books, by J.K. Rowling (1997-2007)

55:25- Who were your mentors, and what did you learn from them?  

  1. Richard Koznik, ex Associate Director, Division of Corporation Finance at the SEC.
  2. Paul Dudek, also formerly from the SEC.
  3. Georges Ugeux, formerly from NYSE.
  4. Former SEC Commissioner Richard Roberts (former director of NYFIX).

56:24 - Are there any quotes you think of often or live your life by? "Nothing to be afraid of if you jump off a cliff as long as you know that you have a safety net."

57:09- An unusual habit or an absurd thing that he loves: Travel junkie! Her goal is to make it to 193 U.N. countries.

01:00:09 - The living person she most admires: her mom.

Annemarie Tierney is the Founder and Principal of Liquid Advisors. She is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 20 Jun 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Annemarie Tierney, Evan Epstein) https://boardroom-governance.com/episodes/annemarie-tierney-ElaLM5_8 0:00 Intro.

1:45 Start of interview.

2:40 Annemarie's "origin story". She was born and raised in New Jersey. She went to the University of Delaware and later to the Catholic University of America Columbus School of Law. She got her first job at the SEC (Corp Fin) right out of law school. She spent 6 years at the SEC, 5 of them focused on international corporate finance (bringing international companies into the US securities market). Linda Quinn (ex director of Corp Fin) called it her "Chamber of Commerce." Her team's job "was to make it as easy as possible for large international companies to list in the U.S." Reg 144A, Reg S.

6:07 Her time at Skadden Arps (1996-2002). She spent 5 years at the Skadden London office, 1 year in the NY office.

8:16 Her transition to the New York Stock Exchange as Assistant GC (2002-2008).

10:17 Her time at NYFIX as GC from 2008-2010, before it got acquired.

11:50 Her role at SecondMarket as EVP Legal, GC and Corporate Secretary (2010-2015). The firm was founded by Barry Silbert and was a pioneer on secondary markets for private shares (now Digital Currency Group).

17:29 Her time at Nasdaq Private Market as VP, Head of Strategy and New Markets (2015-2018). 

22:27 Thoughts on carve-outs (liquidity) for founders in venture rounds (pre-exit). SecondMarket's role in helping expand the shareholder threshold from 500 to 2000 shareholders (Jobs Act, 2012) allowing private companies to stay private for longer.

26:30 Her time at Templum (a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities) as chief strategy officer and GC (2018-2019).

28:23 About her firm Liquid Advisors, a strategic advisory firm offering private placement and secondary liquidity structuring and regulatory requirement services, including for digital or token-based securities. "I'm an accidental entrepreneur."

32:30 On regulation of private markets, and her response to SEC Commissioner Allison Herren Lee "Going Dark" concerns. The challenging conditions for U.S. public companies (costs of being public vs benefits of staying private).

38:00 Her thoughts on the market down cycle, including the SPAC situation.

42:07 Her take on blockchain and crypto. SecondMarket started trading BTC in 2012-2013. "Blockchain provides a record-keeping that is immutable." SecondMarket created a Bitcoin Investment Trust. "I'm a huge supporter of blockchain/crypto." "I've been through so many ups and downs of the [BTC] price that I don't get fazed by it anymore." "It's the best performing asset class in the last 10 years, I don't think people can keep ignoring it."

51:28 Her thoughts on the regulation of crypto (President Biden's Executive Order, Governor Newsom's Executive Order). "The market has been begging for clear crypto regulations for some time." "Some states have stepped up where federal regulators have been unwilling to state how to bank or regulate these assets." Crypto friendly environments like Wyoming or Miami. 

55:24 The 3 books that have greatly influenced her life:

  1. The Hobbit, by J.R.R Tolking (1937)
  2. The Lord of the Rings, by J.R.R Tolking (1954)
  3. The Harry Potter books, by J.K. Rowling (1997-2007)

55:25- Who were your mentors, and what did you learn from them?  

  1. Richard Koznik, ex Associate Director, Division of Corporation Finance at the SEC.
  2. Paul Dudek, also formerly from the SEC.
  3. Georges Ugeux, formerly from NYSE.
  4. Former SEC Commissioner Richard Roberts (former director of NYFIX).

56:24 - Are there any quotes you think of often or live your life by? "Nothing to be afraid of if you jump off a cliff as long as you know that you have a safety net."

57:09- An unusual habit or an absurd thing that he loves: Travel junkie! Her goal is to make it to 193 U.N. countries.

01:00:09 - The living person she most admires: her mom.

Annemarie Tierney is the Founder and Principal of Liquid Advisors. She is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Annemarie Tierney: On Secondary Markets for Private Company Stock, and Crypto. Annemarie Tierney, Evan Epstein 01:02:56 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Annemarie Tierney, the Founder and Principal of Liquid Advisors and a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. Previously, she was the Chief Strategy Officer and General Counsel of Templum, a registered broker dealer/alternative trading system; Head of Strategy at Nasdaq Private Market, and General Counsel of SecondMarket, now Digital Currency Group. She has also worked at the SEC, Skadden Arps, the NYSE and NYFIX. Annemarie is a member of the Board of Directors of the Association of SEC Alumni and a former member of the SEC’s Advisory Committee on Small and Emerging Companies. She also serves on the Advisory Boards of the HackFund Group, Pontoro, Inc. and Astrella, Inc. In this podcast, we talk about her career, the evolution of secondary markets for private shares, and the crypto regulatory landscape. Please note that the episode was recorded on May 27th, before the current crypto market meltdown. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Annemarie Tierney, the Founder and Principal of Liquid Advisors and a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. Previously, she was the Chief Strategy Officer and General Counsel of Templum, a registered broker dealer/alternative trading system; Head of Strategy at Nasdaq Private Market, and General Counsel of SecondMarket, now Digital Currency Group. She has also worked at the SEC, Skadden Arps, the NYSE and NYFIX. Annemarie is a member of the Board of Directors of the Association of SEC Alumni and a former member of the SEC’s Advisory Committee on Small and Emerging Companies. She also serves on the Advisory Boards of the HackFund Group, Pontoro, Inc. and Astrella, Inc. In this podcast, we talk about her career, the evolution of secondary markets for private shares, and the crypto regulatory landscape. Please note that the episode was recorded on May 27th, before the current crypto market meltdown. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com barry silbert, skadden arps, nyse, private markets, nasdaq private market, secondary markets, executive order, templum, securities and exchange commission, jobs act, tokens, secondmarket, liquid advisors, blockchain, sec, digital currency group, crypto, nasdaq, economic downturn, new york stock exchange false full 62 ca584add-db34-475a-a0f4-6f65f998060c Dan Siciliano: "Employees Are At The Heart of the Success of Modern Unicorns, More So Than Ever Before." 0:00 Intro.

2:08 Start of interview.

2:42 Dan's "origin story". He was born and grew up in Arizona, with a stint in Atlanta, GA. He later attended the University of Arizona on a Flinn Foundation scholarship. He then went off to graduate school to Stanford (Econ), later transitioning to Stanford Law School. He practiced law in Arizona for a year and came back to the Bay Area "almost on any excuse", and ran a cookie company.

8:01 His time at Stanford Law School, first to help launch the LLM Program in corporate governance, and later as Faculty Director of the Rock Center, Associate Dean of Executive Education and Professor of the Practice of Law.

9:19 The story of his company LawLogix, which he sold to Hyland Software/Thoma Bravo in 2015.

14:02 How the board of LawLogix evolved from startup to having PE investors to final sale. Three huge lessons:

  1. Governance matters in some ways even more at a small company level.
  2. Don't let board observers on your board at the request of PE, unless they agree to pay for them.
  3. CEO succession matters, and mission/culture is key ("tone at the top").

23:00 His thoughts on the current market and down cycle (recession). "It is important to distinguish between a financial crisis from a business cycle recession." "It feels like we're in a business cycle recession with a lot of hype. Relatively speaking capital is still cheap."

29:31 On his role as an independent director on the board of the Federal Home Loan Bank of San Francisco. *Congress established the Federal Home Loan Bank System in 1932, in the midst of the Great Depression, to improve the nation’s housing finance system by facilitating the flow of credit for mortgages throughout the country. 

34:44 Dan's new fintech startup "Nikkel". Focused on equity comp for employees of late-stage private venture-backed companies. "Many investors would like to be invested in unicorns, but if you look at the distribution of who's invested in unicorns it's a very short list [~20 global investors have material investments, and 10 of them account for 80% of it.] If you want to get access to unicorn returns, you really can't and that's unfortunate.

44:28 Reaction to SEC Commissioner Allison Herren Lee's speech on "Going dark: the growth of private markets and the impact on investors and the economy."  "I think that within 3 or 4 years [my startup Nikkel] will be directly or indirectly one of the largest beneficiaries of unicorn upside, because 11% of the global cap table of unicorns right now is the hands of employees in the form of vested options [and nobody pays it any attention to this segment]. Imagine if you can constructively engage around that part of the cap table and have everyone do better [just like billionaires do in managing their wealth, maximizing upside, minimizing taxes, etc.]" Example: Airbnb's 10 year statutory expiration for option grants (before it went public). "Nikkel will advance money to employees on a prepaid variable forward contract." "Employees are at the heart of the success of modern unicorns, more so than ever before." "On average, employees should not sell their shares in a successful high growth venture-funded unicorn."

54:17 What Nikkel will offer tech employees with vested stock options. 

57:47 On why he moved from Los Altos, California to Las Vegas, Nevada.

01:02:42 On director evaluations: "The importance of director evaluation has only increased." "The third rail/holy grail of director evaluation is identifying, coaching and assisting under-performing board members and/or helping them ease off the board (i.e. to improve or step-off the board)."

01:07:02 On director education: "Cybersecurity is an area that we pay a lot of attention to it but we don't do it constructively enough." "The best director education is a format that has great content but that allows directors to interact with each other." 

01:10:40 The 3 books that have greatly influenced his life:

  1. Influence, by Robert Cialdini (1984)
  2. Fooled by Randomness, by Nassim Taleb (2001)
  3. Elantris, by Brandon Sanderson (2005)

01:14:00- Who were your mentors, and what did you learn from them?  

  1. Eddie Basha, Chairman & CEO of Bashas, Inc.
  2. Andrew Hurwitz, Judge of the US Court of Appeals for the Ninth Circuit
  3. Joe Grundfest from Stanford Law School
  4. Simone Lagomarsino, chair of the the Federal Home Loan Bank of San Francisco.

01:16:38 - Are there any quotes you think of often or live your life by? "Trust, by Verify." "Qui tacet consentire videtur." (he who is silent is understood to consent)

01:17:43- An unusual habit or an absurd thing that he loves: Movies. Waking up absurdly early.

01:19:45 - The living person he most admires.

Dan Siciliano is an Independent Director of the Federal Home Loan Bank of San Francisco and Chair of the American Immigration Council.  He is the former faculty director of the Rock Center for Corporate Governance at Stanford University and former Professor of the Practice and Associate Dean at Stanford Law School. Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group, Inc. – a global software technology company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 6 Jun 2022 13:23:21 +0000 evan.epstein@pacificaglobal.com (Dan Siciliano, Evan Epstein) https://boardroom-governance.com/episodes/dan-siciliano-1N88aKrR 0:00 Intro.

2:08 Start of interview.

2:42 Dan's "origin story". He was born and grew up in Arizona, with a stint in Atlanta, GA. He later attended the University of Arizona on a Flinn Foundation scholarship. He then went off to graduate school to Stanford (Econ), later transitioning to Stanford Law School. He practiced law in Arizona for a year and came back to the Bay Area "almost on any excuse", and ran a cookie company.

8:01 His time at Stanford Law School, first to help launch the LLM Program in corporate governance, and later as Faculty Director of the Rock Center, Associate Dean of Executive Education and Professor of the Practice of Law.

9:19 The story of his company LawLogix, which he sold to Hyland Software/Thoma Bravo in 2015.

14:02 How the board of LawLogix evolved from startup to having PE investors to final sale. Three huge lessons:

  1. Governance matters in some ways even more at a small company level.
  2. Don't let board observers on your board at the request of PE, unless they agree to pay for them.
  3. CEO succession matters, and mission/culture is key ("tone at the top").

23:00 His thoughts on the current market and down cycle (recession). "It is important to distinguish between a financial crisis from a business cycle recession." "It feels like we're in a business cycle recession with a lot of hype. Relatively speaking capital is still cheap."

29:31 On his role as an independent director on the board of the Federal Home Loan Bank of San Francisco. *Congress established the Federal Home Loan Bank System in 1932, in the midst of the Great Depression, to improve the nation’s housing finance system by facilitating the flow of credit for mortgages throughout the country. 

34:44 Dan's new fintech startup "Nikkel". Focused on equity comp for employees of late-stage private venture-backed companies. "Many investors would like to be invested in unicorns, but if you look at the distribution of who's invested in unicorns it's a very short list [~20 global investors have material investments, and 10 of them account for 80% of it.] If you want to get access to unicorn returns, you really can't and that's unfortunate.

44:28 Reaction to SEC Commissioner Allison Herren Lee's speech on "Going dark: the growth of private markets and the impact on investors and the economy."  "I think that within 3 or 4 years [my startup Nikkel] will be directly or indirectly one of the largest beneficiaries of unicorn upside, because 11% of the global cap table of unicorns right now is the hands of employees in the form of vested options [and nobody pays it any attention to this segment]. Imagine if you can constructively engage around that part of the cap table and have everyone do better [just like billionaires do in managing their wealth, maximizing upside, minimizing taxes, etc.]" Example: Airbnb's 10 year statutory expiration for option grants (before it went public). "Nikkel will advance money to employees on a prepaid variable forward contract." "Employees are at the heart of the success of modern unicorns, more so than ever before." "On average, employees should not sell their shares in a successful high growth venture-funded unicorn."

54:17 What Nikkel will offer tech employees with vested stock options. 

57:47 On why he moved from Los Altos, California to Las Vegas, Nevada.

01:02:42 On director evaluations: "The importance of director evaluation has only increased." "The third rail/holy grail of director evaluation is identifying, coaching and assisting under-performing board members and/or helping them ease off the board (i.e. to improve or step-off the board)."

01:07:02 On director education: "Cybersecurity is an area that we pay a lot of attention to it but we don't do it constructively enough." "The best director education is a format that has great content but that allows directors to interact with each other." 

01:10:40 The 3 books that have greatly influenced his life:

  1. Influence, by Robert Cialdini (1984)
  2. Fooled by Randomness, by Nassim Taleb (2001)
  3. Elantris, by Brandon Sanderson (2005)

01:14:00- Who were your mentors, and what did you learn from them?  

  1. Eddie Basha, Chairman & CEO of Bashas, Inc.
  2. Andrew Hurwitz, Judge of the US Court of Appeals for the Ninth Circuit
  3. Joe Grundfest from Stanford Law School
  4. Simone Lagomarsino, chair of the the Federal Home Loan Bank of San Francisco.

01:16:38 - Are there any quotes you think of often or live your life by? "Trust, by Verify." "Qui tacet consentire videtur." (he who is silent is understood to consent)

01:17:43- An unusual habit or an absurd thing that he loves: Movies. Waking up absurdly early.

01:19:45 - The living person he most admires.

Dan Siciliano is an Independent Director of the Federal Home Loan Bank of San Francisco and Chair of the American Immigration Council.  He is the former faculty director of the Rock Center for Corporate Governance at Stanford University and former Professor of the Practice and Associate Dean at Stanford Law School. Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group, Inc. – a global software technology company.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Dan Siciliano: "Employees Are At The Heart of the Success of Modern Unicorns, More So Than Ever Before." Dan Siciliano, Evan Epstein 01:23:19 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Dan Siciliano, a tech entrepreneur, corporate governance expert and former colleague from Stanford Law School. Dan is now serving as an independent director on the board of the Federal Home Loan Bank of San Francisco, Chairman at the Silicon Valley Directors’ Exchange and Director of the Latino Corporate Directors Education Foundation. He’s also starting a new fintech startup, which we talk about in this episode. From 2000 to 2015, Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group – a global software technology company. In 2012 he sold a majority stake of the company to PNC Riverarch Capital, continued as Executive Chairman, and led the sale of the company to Hyland Software/Thoma Bravo in 2015. In this podcast, we talk about his personal and professional background, current market trends and his new fintech venture involving equity compensation for private venture-backed company employees. We also discuss regulation of private markets, venture capital in down cycles, and his relocation from California to Nevada. Finally, we talk about director evaluations and director education. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Dan Siciliano, a tech entrepreneur, corporate governance expert and former colleague from Stanford Law School. Dan is now serving as an independent director on the board of the Federal Home Loan Bank of San Francisco, Chairman at the Silicon Valley Directors’ Exchange and Director of the Latino Corporate Directors Education Foundation. He’s also starting a new fintech startup, which we talk about in this episode. From 2000 to 2015, Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group – a global software technology company. In 2012 he sold a majority stake of the company to PNC Riverarch Capital, continued as Executive Chairman, and led the sale of the company to Hyland Software/Thoma Bravo in 2015. In this podcast, we talk about his personal and professional background, current market trends and his new fintech venture involving equity compensation for private venture-backed company employees. We also discuss regulation of private markets, venture capital in down cycles, and his relocation from California to Nevada. Finally, we talk about director evaluations and director education. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stock options, director evaluations, private markets, corporate governance, thoma bravo, private equity, option grants, flinn foundation, secondary markets, board of directors, stanford, federal home loan bank of san francisco, director education, venture capital, recession, lawlogix, rock center, arizona, las vegas, unicorns, equity compensation false full 61 93de8512-22c2-4cf4-9716-bf7e728059fc Marian Macindoe, New Head of ESG Stewardship at Parnassus Investments. 0:00 Intro.

1:39 Start of interview

3:41 Marian's "origin story". She grew up in Allentown PA, and when she was 12, she moved to Naples TX. She later attended Reed college in Portland OR.  She got interested in urban planning and studied an MSc at LSE. She realized that change would come from corporations (private sector) and took her first job as an analyst at Glass Lewis & Co in 2005 (only the second proxy season for Glass Lewis & Co itself). She later became the first director of ESG research at that firm. 

9:27 In 2011, she joined Chevron as a corporate governance analyst and ESG advisor. "They had a world-class corporate governance program led by Lydia Beebe." She helped launch Chevron's first ESG Engagement Program.

11:33 Her transition as Director of Investment Stewardship at Charles Schwab in 2018, where she also helped develop its ESG engagement program.

12:39 On her move to Uber in 2020 - after meeting Keir Gums (now CLO at Broadridge) and Tony West (CLO at Uber). She was Uber's Head of ESG Strategy & Engagement.

15:12 On joining Parnassus Investments this year, and her new role and focus as Head of ESG Stewardship at the firm.

18:28 Her framework on how to think about ESG: "The 'G' underpins all of your success in the E and S. Who's making decisions, and what are the incentives to help drive behaviors to reach the strategic goals and to build (and sustain) value. That's all G." "If you get G right, all else should fall into place." "We want engaged directors: a high quality, competent and diverse board." "That's table stakes for me at this point."

21:31 On the Engine No.1-Exxon Mobil case and the advent of ESG activism. "My advice to boards on how to think about ESG activism is to read the room." "90% of the SP500 is intangibles, so how you steward ESG issues matters (human capital driving these outcomes matters)." 

26:39 On the evolution of proxy voting, especially with the rise of index investing and proxy advisors.

29:06 Rating ESG of Silicon Valley tech companies. "I'm going to give them an E." "You have to do a materiality assessment (that's ground zero for a good ESG program)."  "Don't grow so fast that you don't see the damage you're doing to yourself." "Growth at all cost is a bad strategy for sustained growth."

34:49 On the criticisms and politicization of ESG: "It's sad that ESG is being politicized." On Tesla getting booted out of the S&P500 ESG index: "the methodology is public."

38:40 On the 2019 BRT restatement of the purpose of the corporation. "I reference it all the time." "I think it's really important to listen to companies when they tell you what to pay attention to." "They are telling me that it matters." "You need to take care of your stakeholders to take care of your shareholders."

42:01 On the new SEC climate disclosure rules. "I'm really excited about it. I think it's great." "We'll see where it comes out."

44:35 The 3 books that have greatly influenced her life:

  1. Watership Down, by Richard Adams (1972)
  2. Rise of the Working-Class Shareholder, by David Webber (2018)
  3. Green Swans, by John Elkington  (2020)

45:51 - Who were your mentors, and what did you learn from them?  Most recent ones:

  1. Keir Gums at Uber (now CLO at Broadridge)
  2. Chris Paterson at Uber

47:00 - Are there any quotes you think of often or live your life by? "Why not you?"  "Don't let the perfect be the enemy of the good, especially when it comes to starting a company's ESG journey. Just try, just get started."

48:03 - An unusual habit or an absurd thing that she loves: Aquatic snails!

51:10 - The living person she most admires: the people in her stewardship team right now.

Marian Macindoe is the new Head of ESG Stewardship at Parnassus, an investment firm based in SF with over $45 billion in assets under management. She leads the firm’s stewardship team, which is responsible for proxy voting, impact engagements, shareholder resolutions and direct communication with their investors on ESG matters. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Tue, 31 May 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Marian Macindoe, Evan Epstein) https://boardroom-governance.com/episodes/marian-macindoe-N31CKu2V 0:00 Intro.

1:39 Start of interview

3:41 Marian's "origin story". She grew up in Allentown PA, and when she was 12, she moved to Naples TX. She later attended Reed college in Portland OR.  She got interested in urban planning and studied an MSc at LSE. She realized that change would come from corporations (private sector) and took her first job as an analyst at Glass Lewis & Co in 2005 (only the second proxy season for Glass Lewis & Co itself). She later became the first director of ESG research at that firm. 

9:27 In 2011, she joined Chevron as a corporate governance analyst and ESG advisor. "They had a world-class corporate governance program led by Lydia Beebe." She helped launch Chevron's first ESG Engagement Program.

11:33 Her transition as Director of Investment Stewardship at Charles Schwab in 2018, where she also helped develop its ESG engagement program.

12:39 On her move to Uber in 2020 - after meeting Keir Gums (now CLO at Broadridge) and Tony West (CLO at Uber). She was Uber's Head of ESG Strategy & Engagement.

15:12 On joining Parnassus Investments this year, and her new role and focus as Head of ESG Stewardship at the firm.

18:28 Her framework on how to think about ESG: "The 'G' underpins all of your success in the E and S. Who's making decisions, and what are the incentives to help drive behaviors to reach the strategic goals and to build (and sustain) value. That's all G." "If you get G right, all else should fall into place." "We want engaged directors: a high quality, competent and diverse board." "That's table stakes for me at this point."

21:31 On the Engine No.1-Exxon Mobil case and the advent of ESG activism. "My advice to boards on how to think about ESG activism is to read the room." "90% of the SP500 is intangibles, so how you steward ESG issues matters (human capital driving these outcomes matters)." 

26:39 On the evolution of proxy voting, especially with the rise of index investing and proxy advisors.

29:06 Rating ESG of Silicon Valley tech companies. "I'm going to give them an E." "You have to do a materiality assessment (that's ground zero for a good ESG program)."  "Don't grow so fast that you don't see the damage you're doing to yourself." "Growth at all cost is a bad strategy for sustained growth."

34:49 On the criticisms and politicization of ESG: "It's sad that ESG is being politicized." On Tesla getting booted out of the S&P500 ESG index: "the methodology is public."

38:40 On the 2019 BRT restatement of the purpose of the corporation. "I reference it all the time." "I think it's really important to listen to companies when they tell you what to pay attention to." "They are telling me that it matters." "You need to take care of your stakeholders to take care of your shareholders."

42:01 On the new SEC climate disclosure rules. "I'm really excited about it. I think it's great." "We'll see where it comes out."

44:35 The 3 books that have greatly influenced her life:

  1. Watership Down, by Richard Adams (1972)
  2. Rise of the Working-Class Shareholder, by David Webber (2018)
  3. Green Swans, by John Elkington  (2020)

45:51 - Who were your mentors, and what did you learn from them?  Most recent ones:

  1. Keir Gums at Uber (now CLO at Broadridge)
  2. Chris Paterson at Uber

47:00 - Are there any quotes you think of often or live your life by? "Why not you?"  "Don't let the perfect be the enemy of the good, especially when it comes to starting a company's ESG journey. Just try, just get started."

48:03 - An unusual habit or an absurd thing that she loves: Aquatic snails!

51:10 - The living person she most admires: the people in her stewardship team right now.

Marian Macindoe is the new Head of ESG Stewardship at Parnassus, an investment firm based in SF with over $45 billion in assets under management. She leads the firm’s stewardship team, which is responsible for proxy voting, impact engagements, shareholder resolutions and direct communication with their investors on ESG matters. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Marian Macindoe, New Head of ESG Stewardship at Parnassus Investments. Marian Macindoe, Evan Epstein 00:50:39 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Marian Macindoe, the new Head of ESG Stewardship at Parnassus Investments, an investment firm based in SF with over $45 billion in AUM. She is responsible for oversight of the firm’s proxy voting, ESG engagements and stockholder proposal strategy. Prior to joining Parnassus in 2022, Marian was the Head of ESG Strategy and Engagement at Uber Technologies. She acted as the Director of Investment Stewardship at Charles Schwab and prior to that as an Analyst and Advisor for Chevron on ESG issues. Marian was also the first Director of ESG Research at Glass, Lewis & Company. In this podcast, we talk about ESG and its evolution over the past decade or so. We also discuss ESG activism, Silicon Valley’s approach to ESG, the renewed criticisms and politicization of ESG, and the new proposed SEC climate disclosure regime. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Marian Macindoe, the new Head of ESG Stewardship at Parnassus Investments, an investment firm based in SF with over $45 billion in AUM. She is responsible for oversight of the firm’s proxy voting, ESG engagements and stockholder proposal strategy. Prior to joining Parnassus in 2022, Marian was the Head of ESG Strategy and Engagement at Uber Technologies. She acted as the Director of Investment Stewardship at Charles Schwab and prior to that as an Analyst and Advisor for Chevron on ESG issues. Marian was also the first Director of ESG Research at Glass, Lewis & Company. In this podcast, we talk about ESG and its evolution over the past decade or so. We also discuss ESG activism, Silicon Valley’s approach to ESG, the renewed criticisms and politicization of ESG, and the new proposed SEC climate disclosure regime. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com proxy voting, parnassus investments, business roundtable restatement, sec climate disclosure, glass lewis & co, brt, esg engagement program, environmental social & governance, charles schwab, esg activism, sec, uber technologies, parnassus, esg, chevron, proxy advisors, silicon valley false full 60 7bd3ee1f-1863-43c6-ae1b-8835d768e217 Anne Sheehan: "The Advent of Say-on-Pay Forced the Engagement between Investors and Companies." 0:00 Intro.

1:31 Start of interview

2:30 Anne's "origin story". She grew up in Colorado and after attending college, she moved to DC to work on the Hill and later in the Reagan Administration (U.S. Department of Energy). She moved to Sacramento in the late 1980s, where she worked in and out of state government. In her role as Chief Deputy Director of the CA Department of Finance (under Governor Schwarzenegger) she served on the boards of CalPERS and CalSTRS, among many other state boards. In 2007 Stanford issued the first Clapman Report, outlining best practices principles that she used to improve the governance of the CalSTRS board. The next year, she joined CalSTRS as the first Director of Corporate Governance, just in time for the GFC of 2008! She got very involved with the Dodd Frank legislation in 2011 and the rules that came out of it, such as say-on-pay, proxy access, and others. She retired from CalSTRS in 2018 and later joined the boards of Victoria Secret & Co, Cohn Roberts Holding Corp (NYSE:CRHC) and joined PJT Camberview as a senior advisor.

8:45 On the governance of state-owned or public entities, and the influence on politics on those boards. "Anytime there is a politician on a board, there will be a political bent to it." She did not sit on the board of CalPERS when they went after Safeway in their labor dispute (2004). At CalSTRS, they worked very hard to make sure that they did not pursue any political agenda. They made sure to follow a process when making any divestment decision.

11:58 On joining the board of CRHC, and the state of SPACs. CRHC is merging with Allwyn Entertainment, a European lottery operator in a listing valued at $9.3bn.

14:57 On the evolution of ESG. "The history of ESG at CalSTRS goes way back, they had a Statement of Investment Responsibility in 1978, outlining 21 risk factors (now called ESG factors). These are investment risks to the portfolio if they are not managed properly." There is a history of divestment from South Africa by California public pension funds during the Apartheid regime. UNPRI in early 2000s. "One of the issues is all the terminology that is thrown around: CSR, ESG, impact investing, moral or ethical investment, DEI, etc." 

20:27 On the evolution of shareholder engagements. The example of CalSTRS and CII. The Engine No.1-Exxon Mobil case. "I've always thought that the acronym should be GES, because the "G" of governance is the infrastructure that sets in place how boards should handle these issues." "The advent of Say-on-Pay forced the engagement between investors and companies."

25:53 On the new criticisms of ESG and politicization of corporations.

27:54 On the exclusion of Tesla from the S&P500 ESG Index. 

30:42 On the new SEC climate disclosure rules. "It's probably one of the boldest and most progressive proposals that has come out, probably ever, from the SEC." 

34:35 Board diversity and her thoughts on CA courts striking down SB-826 and AB 979, and what these rulings mean for board diversity. Her role in promoting board diversity from CalSTRS starting in 2008, the Diverse Director Database. The role of the big institutional investors such as BlackRock, Vanguard and State Street to promote board diversity. The Nasdaq board diversity rule. DEI beyond the boardroom (racial equity audits, pay gaps, etc.)

41:26 On the governance of private companies, and the rise of private markets. The role of CalSTRS on improving governance of private companies via its LP role and influence.

45:00 Her recommendations on how directors should handle down cycles and recessions. "The governance processes are there to be the guardrails during the uptime and the downturns."

47:11 The 3 books that have greatly influenced her life in the last few years:

  1. Biography of President Ulysses Grant, by Ron Chernow (2017)
  2. From Strength to Strength, by Arthur C. Brooks (2022)
  3. The Road to Character, by David Brooks  (2015)

48:40 - Who were your mentors, and what did you learn from them? 

  1. Rich Koppes (former GC of CalPERS), on the governance side.
  2. Bill Hauck (former head of the California Business Roundtable)

49:45 - Are there any quotes you think of often or live your life by? "Play the hand that's dealt to you."  "Don't obsess over the bitter, go forward." "Perfect is the enemy of tGood" "80% is better than 100% if you can get it, or zero." "The only constant of life is change."

50:39 - An unusual habit or an absurd thing that she loves: When she travels to a new city she gets on those hop in hop off buses (typically tourist traps). 

51:10 - The living person she most admires: Zelensky and the people of Ukraine.

Anne Sheehan is a former Director of Corporate Governance at CalSTRS and currently serves on the boards of Victoria's Secret & Co and Cohn Roberts Holding Corp (NYSE:CRHC) and is a senior advisor at PJT Camberview.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 26 May 2022 13:23:35 +0000 evan.epstein@pacificaglobal.com (Anne Sheehan, Evan Epstein) https://boardroom-governance.com/episodes/anne-sheehan-2Vw2EQg4 0:00 Intro.

1:31 Start of interview

2:30 Anne's "origin story". She grew up in Colorado and after attending college, she moved to DC to work on the Hill and later in the Reagan Administration (U.S. Department of Energy). She moved to Sacramento in the late 1980s, where she worked in and out of state government. In her role as Chief Deputy Director of the CA Department of Finance (under Governor Schwarzenegger) she served on the boards of CalPERS and CalSTRS, among many other state boards. In 2007 Stanford issued the first Clapman Report, outlining best practices principles that she used to improve the governance of the CalSTRS board. The next year, she joined CalSTRS as the first Director of Corporate Governance, just in time for the GFC of 2008! She got very involved with the Dodd Frank legislation in 2011 and the rules that came out of it, such as say-on-pay, proxy access, and others. She retired from CalSTRS in 2018 and later joined the boards of Victoria Secret & Co, Cohn Roberts Holding Corp (NYSE:CRHC) and joined PJT Camberview as a senior advisor.

8:45 On the governance of state-owned or public entities, and the influence on politics on those boards. "Anytime there is a politician on a board, there will be a political bent to it." She did not sit on the board of CalPERS when they went after Safeway in their labor dispute (2004). At CalSTRS, they worked very hard to make sure that they did not pursue any political agenda. They made sure to follow a process when making any divestment decision.

11:58 On joining the board of CRHC, and the state of SPACs. CRHC is merging with Allwyn Entertainment, a European lottery operator in a listing valued at $9.3bn.

14:57 On the evolution of ESG. "The history of ESG at CalSTRS goes way back, they had a Statement of Investment Responsibility in 1978, outlining 21 risk factors (now called ESG factors). These are investment risks to the portfolio if they are not managed properly." There is a history of divestment from South Africa by California public pension funds during the Apartheid regime. UNPRI in early 2000s. "One of the issues is all the terminology that is thrown around: CSR, ESG, impact investing, moral or ethical investment, DEI, etc." 

20:27 On the evolution of shareholder engagements. The example of CalSTRS and CII. The Engine No.1-Exxon Mobil case. "I've always thought that the acronym should be GES, because the "G" of governance is the infrastructure that sets in place how boards should handle these issues." "The advent of Say-on-Pay forced the engagement between investors and companies."

25:53 On the new criticisms of ESG and politicization of corporations.

27:54 On the exclusion of Tesla from the S&P500 ESG Index. 

30:42 On the new SEC climate disclosure rules. "It's probably one of the boldest and most progressive proposals that has come out, probably ever, from the SEC." 

34:35 Board diversity and her thoughts on CA courts striking down SB-826 and AB 979, and what these rulings mean for board diversity. Her role in promoting board diversity from CalSTRS starting in 2008, the Diverse Director Database. The role of the big institutional investors such as BlackRock, Vanguard and State Street to promote board diversity. The Nasdaq board diversity rule. DEI beyond the boardroom (racial equity audits, pay gaps, etc.)

41:26 On the governance of private companies, and the rise of private markets. The role of CalSTRS on improving governance of private companies via its LP role and influence.

45:00 Her recommendations on how directors should handle down cycles and recessions. "The governance processes are there to be the guardrails during the uptime and the downturns."

47:11 The 3 books that have greatly influenced her life in the last few years:

  1. Biography of President Ulysses Grant, by Ron Chernow (2017)
  2. From Strength to Strength, by Arthur C. Brooks (2022)
  3. The Road to Character, by David Brooks  (2015)

48:40 - Who were your mentors, and what did you learn from them? 

  1. Rich Koppes (former GC of CalPERS), on the governance side.
  2. Bill Hauck (former head of the California Business Roundtable)

49:45 - Are there any quotes you think of often or live your life by? "Play the hand that's dealt to you."  "Don't obsess over the bitter, go forward." "Perfect is the enemy of tGood" "80% is better than 100% if you can get it, or zero." "The only constant of life is change."

50:39 - An unusual habit or an absurd thing that she loves: When she travels to a new city she gets on those hop in hop off buses (typically tourist traps). 

51:10 - The living person she most admires: Zelensky and the people of Ukraine.

Anne Sheehan is a former Director of Corporate Governance at CalSTRS and currently serves on the boards of Victoria's Secret & Co and Cohn Roberts Holding Corp (NYSE:CRHC) and is a senior advisor at PJT Camberview.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Anne Sheehan: "The Advent of Say-on-Pay Forced the Engagement between Investors and Companies." Anne Sheehan, Evan Epstein 00:53:06 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Anne Sheehan, former Director of Corporate Governance at The California State Teachers’ Retirement System (CalSTRS). She currently serves as a board member of Victoria’s Secret & Co and Cohn Robbins Holdings Corp (a SPAC). She’s also a Senior Advisor at PJT Camberview. Anne served as the Chair of the Securities and Exchange Commission’s Investor Advisory Committee from 2012 to 2020. She’s also a founder of the Investor Stewardship Group and serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware. In this podcast, we talk about: • The evolution of #sustainability and #ESG investing. • The politicization of the boardroom. • The evolution and governance of SPACs. • The rise of shareholder engagements. • The new SEC climate disclosure regime. • Boardroom #diversity (post SB-826 and AB-979) • Private company governance and the rise of private markets. • Navigating down cycles and/or recessions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Anne Sheehan, former Director of Corporate Governance at The California State Teachers’ Retirement System (CalSTRS). She currently serves as a board member of Victoria’s Secret & Co and Cohn Robbins Holdings Corp (a SPAC). She’s also a Senior Advisor at PJT Camberview. Anne served as the Chair of the Securities and Exchange Commission’s Investor Advisory Committee from 2012 to 2020. She’s also a founder of the Investor Stewardship Group and serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware. In this podcast, we talk about: • The evolution of #sustainability and #ESG investing. • The politicization of the boardroom. • The evolution and governance of SPACs. • The rise of shareholder engagements. • The new SEC climate disclosure regime. • Boardroom #diversity (post SB-826 and AB-979) • Private company governance and the rise of private markets. • Navigating down cycles and/or recessions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, victoria secret & co, calpers, corporate governance, institutional investors, cii, shareholders, exxon mobil, dodd frank, divestments, sec climate change disclosure rules, ab-979, sustainability, pjt camberview, board diversity, calstrs, sacramento, unpri, environmental social & governance, engine no.1, cohn roberts holding corp, tesla, say on pay, sb-826, engagements, spacs, clapman report, nasdaq diversity rule, proxy access, sec, council of institutional investors, esg, private companies, boards of directors false full 59 f2329889-71c6-4a02-b584-29f4c504e64c Lisa Edwards: President & COO of Diligent Corporation, a Leading GRC & ESG SaaS Provider 0:00 Intro.

1:30 Start of interview

2:00 Lisa's "origin story". She grew up in Silicon Valley and after attending college at Stanford, she moved to Mexico City for 3 years where she worked in a boutique consulting firm. She later got an MBA at Harvard Business School. She then joined Bain & Co., became CEO of KnowledgeX (later sold to IBM) and co-founded ValuBond. She joined Visa in 2009, and Salesforce in 2012. In 2019, she joined the board of Colgate-Palmolive.

8:20 In October of 2020, she joined Diligent Corporation as President and COO, based in SF/Bay Area. "Diligent has about 70% of the Fortune 1000 companies as clients, and it's a truly global product." Diligent did four acquisitions during the pandemic, aggregating "governance, risk, compliance 'GRC' and ESG." "It's a $40 billion TAM, and we are the biggest SaaS player in the space." "It's a killer set of applications together."

13:45 Diligent Corporation got taken private by Insight Partners in 2016 (valuing the company at $624 million). "Now it's got to be one of the largest private SaaS companies."

15:05 On the evolution of technology and board portals in corporate boardrooms.

16:37 On the rise of ESG. "It's a very global trend." Examples from Australia, EU, UK, etc. On the SEC's approach with Chairman Gensler. Their global survey with Spencer Stuart, "finding 71% of boards are incorporating ESG into their company strategy, with 85% taking action to increase fluency on ESG." See Sustainability in the Spotlight: Board ESG Oversight and Strategy.

20:56 Her thoughts on the L.A. state court judge striking down SB-826 (AB-979 got struck down in April) and what these rulings mean for board diversity. "Globally, women now occupy 26% of board seats." "In California, women occupy 28% of board seats." "So it seems that SB-826 and AB-979 had a positive effect on diversity of boards."

26:41 On the recent push back by tech titans (Marc Andreessen, Peter Thiel, Elon Musk, etc) on ESG, including the power of institutional investors from the likes of Larry Fink from BlackRock.

29:05 On dual-class share structures. "We [Diligent Corporation] don't have an official position on it."

31:32 On the rise of private markets and governance of private companies.

37:04 On the politicization of corporate governance. "It is a sea change, 10 years ago CEOs avoided commenting on any political issue."

39:05 On the looming recession, and what directors should be doing in this economic downturn. "Boards have dealt with crises before such as the dot com crisis in 2000 or the GFC in 2008, and it looks like we're hitting a new crisis." "It will disproportionally impact private companies."

41:41 On virtual board meetings. "The virtual board meeting is 100% here to stay, but not 100% of the time." "There is no substitute for looking at people in the eye, no substitute for the hallway conversations."

42:29 The 3 books that have greatly influenced her life:

  1. River of Doubt: Theodore Roosevelt's Darkest Journey,  by Candice Millard (2005)
  2. The Power Broker, Robert Moses and the Fall of NY, by Robert Caro (1974)
  3. I Will Bear Witness, by Victor Klemperer (1995)

43:09 - Who were your mentors, and what did you learn from them? 

  1. Her Dad.
  2. The Bridge Group (women peers)

43.52 - Are there any quotes you think of often or live your life by? "Don't let the perfect be the enemy of the good." 

44:33 - An unusual habit or an absurd thing that she loves: Harvesting honey bees!

45:31 - The living person she most admires: RBG.

Lisa Edwards is President and Chief Operating Officer of Diligent Corporation, the leader in modern governance providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Thu, 19 May 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Lisa Edwards, Evan Epstein) https://boardroom-governance.com/episodes/lisa-edwards-IWtAyvTM 0:00 Intro.

1:30 Start of interview

2:00 Lisa's "origin story". She grew up in Silicon Valley and after attending college at Stanford, she moved to Mexico City for 3 years where she worked in a boutique consulting firm. She later got an MBA at Harvard Business School. She then joined Bain & Co., became CEO of KnowledgeX (later sold to IBM) and co-founded ValuBond. She joined Visa in 2009, and Salesforce in 2012. In 2019, she joined the board of Colgate-Palmolive.

8:20 In October of 2020, she joined Diligent Corporation as President and COO, based in SF/Bay Area. "Diligent has about 70% of the Fortune 1000 companies as clients, and it's a truly global product." Diligent did four acquisitions during the pandemic, aggregating "governance, risk, compliance 'GRC' and ESG." "It's a $40 billion TAM, and we are the biggest SaaS player in the space." "It's a killer set of applications together."

13:45 Diligent Corporation got taken private by Insight Partners in 2016 (valuing the company at $624 million). "Now it's got to be one of the largest private SaaS companies."

15:05 On the evolution of technology and board portals in corporate boardrooms.

16:37 On the rise of ESG. "It's a very global trend." Examples from Australia, EU, UK, etc. On the SEC's approach with Chairman Gensler. Their global survey with Spencer Stuart, "finding 71% of boards are incorporating ESG into their company strategy, with 85% taking action to increase fluency on ESG." See Sustainability in the Spotlight: Board ESG Oversight and Strategy.

20:56 Her thoughts on the L.A. state court judge striking down SB-826 (AB-979 got struck down in April) and what these rulings mean for board diversity. "Globally, women now occupy 26% of board seats." "In California, women occupy 28% of board seats." "So it seems that SB-826 and AB-979 had a positive effect on diversity of boards."

26:41 On the recent push back by tech titans (Marc Andreessen, Peter Thiel, Elon Musk, etc) on ESG, including the power of institutional investors from the likes of Larry Fink from BlackRock.

29:05 On dual-class share structures. "We [Diligent Corporation] don't have an official position on it."

31:32 On the rise of private markets and governance of private companies.

37:04 On the politicization of corporate governance. "It is a sea change, 10 years ago CEOs avoided commenting on any political issue."

39:05 On the looming recession, and what directors should be doing in this economic downturn. "Boards have dealt with crises before such as the dot com crisis in 2000 or the GFC in 2008, and it looks like we're hitting a new crisis." "It will disproportionally impact private companies."

41:41 On virtual board meetings. "The virtual board meeting is 100% here to stay, but not 100% of the time." "There is no substitute for looking at people in the eye, no substitute for the hallway conversations."

42:29 The 3 books that have greatly influenced her life:

  1. River of Doubt: Theodore Roosevelt's Darkest Journey,  by Candice Millard (2005)
  2. The Power Broker, Robert Moses and the Fall of NY, by Robert Caro (1974)
  3. I Will Bear Witness, by Victor Klemperer (1995)

43:09 - Who were your mentors, and what did you learn from them? 

  1. Her Dad.
  2. The Bridge Group (women peers)

43.52 - Are there any quotes you think of often or live your life by? "Don't let the perfect be the enemy of the good." 

44:33 - An unusual habit or an absurd thing that she loves: Harvesting honey bees!

45:31 - The living person she most admires: RBG.

Lisa Edwards is President and Chief Operating Officer of Diligent Corporation, the leader in modern governance providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Lisa Edwards: President & COO of Diligent Corporation, a Leading GRC & ESG SaaS Provider Lisa Edwards, Evan Epstein 00:46:39 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lisa Edwards, the President and COO of Diligent Corporation, a company providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. Lisa assumed the role in September 2020 and is responsible for commercial growth and performance, including global sales, marketing, customer success, and 24/7/365 worldwide support. Lisa previously served as a leading executive in tech companies such as Salesforce and Visa. She also currently serves on the board of Colgate-Palmolive. In this podcast, we talk about the current focus of Diligent Corporation, the evolving use of technology by boards, the rise of ESG, board diversity, dual-class share structures and private company governance. We also address what directors should be thinking about and monitoring in the current environment with a looming recession and other problems such as rising inflation, the politicization of corporations, and new geopolitical tensions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Lisa Edwards, the President and COO of Diligent Corporation, a company providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. Lisa assumed the role in September 2020 and is responsible for commercial growth and performance, including global sales, marketing, customer success, and 24/7/365 worldwide support. Lisa previously served as a leading executive in tech companies such as Salesforce and Visa. She also currently serves on the board of Colgate-Palmolive. In this podcast, we talk about the current focus of Diligent Corporation, the evolving use of technology by boards, the rise of ESG, board diversity, dual-class share structures and private company governance. We also address what directors should be thinking about and monitoring in the current environment with a looming recession and other problems such as rising inflation, the politicization of corporations, and new geopolitical tensions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, board portals, visa, corporate governance, diversity, ab-979, sustainability, board diversity, virtual board meetings, board esg oversight and strategy, stanford, diligent corporation, diligent, environmental social & governance, recession, ibm, sb-826, colgate-palmolive, bain & co, sec, salesforce, harvard, insight partners, esg, economic downturn, private companies, dual class shares, silicon valley, boards of directors false full 58 01782837-eee1-49b4-a6e6-6df44b0a8ef4 Anat Alon-Beck: Private Markets and Waivers of Stockholder Inspection Rights 0:00 Intro.

1:18 Start of interview

2:01 Anat's "origin story". She grew up in Israel. She practiced corporate law, VC fund formation, startup representation and M&A in Israel before moving to the U.S. 

7:03 Her academic focus at Case Western Reserve University School of Law (Cleveland, Ohio).

9:12 On the practice of compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. Based on her paper Bargaining Inequality: Employee Golden Handcuffs and Asymmetric Information, triggered by this WSJ article on the DOMO case.

20:42 Her hand-collected data set consisting of the SEC’s public filings finding that many firms began requiring that their employees sign a waiver clause titled “Waiver of Statutory Information Rights” post Domo (there was a "huge uptick"). NVCA's model legal documents including this waiver clause in its Investors' Rights Agreement.

27:58 The Good Technology (2018) and JUUL Labs, Inc. v. Grove (2020) cases. Description of classic conflicts of interest in venture-backed companies. Discussion of the "internal affairs doctrine".

37:35 On dual fiduciaries and "new" conflicts by founders with other common stockholders (prompted by super voting shares, multiple board votes, ff preferred stock, etc). The Trados case. Fiduciary duties of venture-backed company directors. On the shift of control from VCs (preferred stockholders) to founders. "Bargaining power is the key."

54:32 Take-away thoughts for directors of venture-backed companies. Lawyers as gatekeepers.

58:06 The 1-3 books that have greatly influenced her life:

  1. Startup Nation,  by Dan Senor and Saul Singer (2009)
  2. Regional Advantage, by AnnaLee Saxenian (2006)
  3. The Capitalist and the Activist, by Tom C.W. Lihn (2022)

59:34 - Who were your mentors, and what did you learn from them? 

  1. Irit Haviv Segal, from Tel Aviv University
  2. Lynn Stout, from Cornell Law School
  3. Robert Hockett, from Cornell Law School
  4. From NYU: Ed Rock, Helen Scott, Karen Brenner, Gerald Rosenfeld, David Yermack.

1:00.48 - Are there any quotes you think of often or live your life by? "Be the change that you want to see in the world" "I've always been an activist and that's the mantra that I live by."

1:01:28- An unusual habit or an absurd thing that she loves: Fricasse (Tunisian sandwich), working out.

1:02:02 - The living person she most admires: Prof. Jill Fisch (Penn Law).

Anat Alon-Beck is an Assistant Professor of Law at Case Western Reserve School of Law. Her research examines how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise in the number of “unicorn” firms.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 2 May 2022 13:18:06 +0000 evan.epstein@pacificaglobal.com (Anat Alon-Beck, Evan Epstein) https://boardroom-governance.com/episodes/anat-alon-beck-JVtZ4_OD 0:00 Intro.

1:18 Start of interview

2:01 Anat's "origin story". She grew up in Israel. She practiced corporate law, VC fund formation, startup representation and M&A in Israel before moving to the U.S. 

7:03 Her academic focus at Case Western Reserve University School of Law (Cleveland, Ohio).

9:12 On the practice of compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. Based on her paper Bargaining Inequality: Employee Golden Handcuffs and Asymmetric Information, triggered by this WSJ article on the DOMO case.

20:42 Her hand-collected data set consisting of the SEC’s public filings finding that many firms began requiring that their employees sign a waiver clause titled “Waiver of Statutory Information Rights” post Domo (there was a "huge uptick"). NVCA's model legal documents including this waiver clause in its Investors' Rights Agreement.

27:58 The Good Technology (2018) and JUUL Labs, Inc. v. Grove (2020) cases. Description of classic conflicts of interest in venture-backed companies. Discussion of the "internal affairs doctrine".

37:35 On dual fiduciaries and "new" conflicts by founders with other common stockholders (prompted by super voting shares, multiple board votes, ff preferred stock, etc). The Trados case. Fiduciary duties of venture-backed company directors. On the shift of control from VCs (preferred stockholders) to founders. "Bargaining power is the key."

54:32 Take-away thoughts for directors of venture-backed companies. Lawyers as gatekeepers.

58:06 The 1-3 books that have greatly influenced her life:

  1. Startup Nation,  by Dan Senor and Saul Singer (2009)
  2. Regional Advantage, by AnnaLee Saxenian (2006)
  3. The Capitalist and the Activist, by Tom C.W. Lihn (2022)

59:34 - Who were your mentors, and what did you learn from them? 

  1. Irit Haviv Segal, from Tel Aviv University
  2. Lynn Stout, from Cornell Law School
  3. Robert Hockett, from Cornell Law School
  4. From NYU: Ed Rock, Helen Scott, Karen Brenner, Gerald Rosenfeld, David Yermack.

1:00.48 - Are there any quotes you think of often or live your life by? "Be the change that you want to see in the world" "I've always been an activist and that's the mantra that I live by."

1:01:28- An unusual habit or an absurd thing that she loves: Fricasse (Tunisian sandwich), working out.

1:02:02 - The living person she most admires: Prof. Jill Fisch (Penn Law).

Anat Alon-Beck is an Assistant Professor of Law at Case Western Reserve School of Law. Her research examines how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise in the number of “unicorn” firms.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Anat Alon-Beck: Private Markets and Waivers of Stockholder Inspection Rights Anat Alon-Beck, Evan Epstein 01:03:19 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Anat Alon-Beck, a professor at Case Western Reserve University School of Law. Her research focuses on corporate law and governance, including how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise of “unicorn” firms. In this podcast, we talk about one of the latest practices in unicorn companies compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. We discuss some cases such as DOMO, Good Technology and JUUL, plus other corporate governance trends in venture-backed companies such as super-voting shares, FF preferred stock, and fiduciary duties of directors in private companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Anat Alon-Beck, a professor at Case Western Reserve University School of Law. Her research focuses on corporate law and governance, including how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise of “unicorn” firms. In this podcast, we talk about one of the latest practices in unicorn companies compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. We discuss some cases such as DOMO, Good Technology and JUUL, plus other corporate governance trends in venture-backed companies such as super-voting shares, FF preferred stock, and fiduciary duties of directors in private companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stock options, employees, super voting shares, section 220 books and records demands, fiduciary duties, dual-fiduciaries, domo, startups, case western reserve, startup nation, venture capital, ff preferred stock, trados, compensation, juul, nvca, m&a, employee activism, waiver of stockholder inspection rights, unicorns, good technology, israel false full 57 8f1f95f0-ef3f-4d72-b8ba-eafec659efe5 Joel Friedlander: On the Evolution of Stockholder Litigation 0:00 Intro.

1:37 Start of interview

2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.

5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.

7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."

10:50 On the evolution of class action and derivative actions in stockholder litigation.

13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."

15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed." 

23:40 On the evolution of Section 220 books and records stockholder demands.

26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety. 

30:12 How Boeing’s stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company’s board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.

35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against  arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.

40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."

42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."

43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.

45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller’s reliance on outside counsel’s legal opinion.

47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):

  1. The Great Gatsby,  by F. Scott Fitzgerald (1925)
  2. The Trial, by Franz Kafka (1925)
  3. Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.

49:08 - Who were your mentors, and what did you learn from them? 

  1. Philip Reiff, at U. of Pennsylvania.
  2. Chancellor William T. Allen.
  3. Stuart Shapiro (in litigation).

53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"

52:40- An unusual habit or an absurd thing that he loves: Twitter. 

53:27 - The living person he most admires: Volodymyr Zelensky.

Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 11 Apr 2022 13:21:21 +0000 evan.epstein@pacificaglobal.com (Joel Friedlander, Evan Epstein) https://boardroom-governance.com/episodes/joel-friedlander-oMI7eMC5 0:00 Intro.

1:37 Start of interview

2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.

5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.

7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."

10:50 On the evolution of class action and derivative actions in stockholder litigation.

13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."

15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed." 

23:40 On the evolution of Section 220 books and records stockholder demands.

26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety. 

30:12 How Boeing’s stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company’s board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.

35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against  arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.

40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."

42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."

43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.

45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller’s reliance on outside counsel’s legal opinion.

47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):

  1. The Great Gatsby,  by F. Scott Fitzgerald (1925)
  2. The Trial, by Franz Kafka (1925)
  3. Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.

49:08 - Who were your mentors, and what did you learn from them? 

  1. Philip Reiff, at U. of Pennsylvania.
  2. Chancellor William T. Allen.
  3. Stuart Shapiro (in litigation).

53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"

52:40- An unusual habit or an absurd thing that he loves: Twitter. 

53:27 - The living person he most admires: Volodymyr Zelensky.

Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Joel Friedlander: On the Evolution of Stockholder Litigation Joel Friedlander, Evan Epstein 00:55:05 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Joel Friedlander, from Friedlander & Gorris, a litigation boutique focusing on corporate law litigation, alternative entity disputes, commercial litigation, and federal securities law cases in Delaware state and federal courts. Joel has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities. Notable representations include obtaining the two largest cash settlements in the history of the Court of Chancery: $275 million, on behalf of Activision Blizzard, and $237.5 million on behalf of The Boeing Company. In this podcast, we talk about the evolution of stockholder litigation and its current role in corporate governance. We also discuss the evolution of Section 220 books and records demands, the concept of “Fraud on the Board”, and how director oversight duties have evolved, particularly post-Marchand and Boeing. We finally address litigation in private venture-backed companies, including the Good Technology case (that he litigated), and Silicon Valley cases generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Joel Friedlander, from Friedlander & Gorris, a litigation boutique focusing on corporate law litigation, alternative entity disputes, commercial litigation, and federal securities law cases in Delaware state and federal courts. Joel has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities. Notable representations include obtaining the two largest cash settlements in the history of the Court of Chancery: $275 million, on behalf of Activision Blizzard, and $237.5 million on behalf of The Boeing Company. In this podcast, we talk about the evolution of stockholder litigation and its current role in corporate governance. We also discuss the evolution of Section 220 books and records demands, the concept of “Fraud on the Board”, and how director oversight duties have evolved, particularly post-Marchand and Boeing. We finally address litigation in private venture-backed companies, including the Good Technology case (that he litigated), and Silicon Valley cases generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com class actions, duty of loyalty, conflicts of interest, section 220 books and records demands, stockholder litigation, fiduciary duties, boeing, oversight duties, corporate law, private venture-backed companies, trados, plaintiff litigation, derivative actions, delaware, revlon, corwin, caremark claims, fraud on the board, marchand, litigation, good technology, disclosure settlements, silicon valley false full 56 77c409fd-b061-450a-8e13-7d03217d5eaa Stilpon Nestor, Chairman of Nestor Advisors: The Outsider. 0:00 Intro.

1:42 Start of interview

2:26 Stilpon's "origin story". He grew up in Greece and studied law at the University of Thessaloniki. He later got an LLM at Harvard Law School. He practiced corporate law in Greece, but left the country permanently in the mid 1980s. He joined the OECD where he became the first Head of the Corporate Affairs Division. In that position, he lead the team which produced the OECD Principles of Corporate Governance (1999). "The corporate governance issues were very linked to the privatization issues at the time." He later left the OECD in Paris to London, where he started his own firm.

9:36 The origin of his firm Nestor Advisors in 2002. "The idea was to advise companies and their boards on corporate governance matters, since they needed the advice." "The focus initially was on emerging markets, then on OECD markets." Banking is the core sector that they address  ("at least 2/3 of our clients are banks.") "Personally, my two areas of focus are the private family, and the banks."

14:15 On the acquisition of Nestor Advisors by Morrow Sodali in 2021. "The sale of Nestor Advisors was always part of my horizon for two reasons: 1) I wanted an exit, and 2) the firm needed to be a part of something bigger in order to go to the next level."

18:04 On the debate of the purpose of the corporation (the shareholder vs stakeholder debate). The BRT '19 restatement that reignited the debate in the U.S. (see Marty Lipton vs Bebchuk). "Milton Friedman said that the social responsibility of the corporation was to increase profits, and that is not a purpose (it's a responsibility)." "The first responsibility for a private economic institution like a corporation is indeed to be profitable (if it's not profitable over time, it goes down and it will not achieve any other purpose." "The process for a company outlining its purpose might be a useful thing, for its strategic focus and as a communications tool."

24:47 On ESG: "the European approach is different to the US. The latter has more of a market approach with pressure from institutional investors and other market actors, whereas the EU is treating this more as an issue of regulation. There is emerging set of rules that are quite tough, such as with the new directive on disclosure of sustainability, disclosure on how to get to net-zero for investors, EU taxonomy of sustainable activities, the obligation of companies to do due diligence on everything that has to do with sustainability.

29:33 On companies withdrawing from Russia due to the conflict in Ukraine. (see Jeffrey Sonnenfeld's list from Yale, over 400 companies have withdrawn at the time of this writing). Example of Raiffeisen Bank (largest foreign bank in Russia).

32:36 How in the current environment CEOs have to make more "geopolitical" decisions or deal with "stakeholder issues" that impact society. "They have become mini statesmen or stateswomen." "I am skeptical about whether these kind of decisions should be put on the shoulders of CEOs and boards, at what point will they loose their purpose?" "I have a fear that we are putting an enormous amount of power in the hands of CEOs and corporations because we expect them to become statesmen/stateswomen." "I am reading this in a pessimistic way, it's a weakening of public institutions in the U.S."

36:23 How the practice of corporate governance has changed in the last 20 years particularly given the current trends of CEO/boards "managing externalities." ("corporations are not anymore simple economic institutions") [Here is a good WSJ article on this subject].

39:10 On governance of private companies and the rise of private markets [in the U.K. and E.U.] The LSE's allowance of dual-class stock to attract new listings.

44:46 New board trends highlighted by Stilpon:

  1. "After the financial crisis, and for the last 20 years, we have seen boards face more demands to become more intrusive. This has increased particularly in the financial sector." "European boards are loosing the strategy perspective, and I think the pendulum has swung too far. We will start seeing boards act with more reflection in times of radical uncertainty."
  2. "The pandemic gave boards the opportunity to review their working methods, now we see more "monochromatic" meetings: small focused seminars/meetings on specific and strategic areas." "I call this the distributed board model."  "You break up the agenda into reflection chunks."
  3. "With all the technology changes, boards will be in a position to challenge the assumptions that AI or other data sources will provide."

49:12 Stilpon's favorite books :

  1. Democracy in America, by Alexis de Tocqueville (1830s) "He did not shy away from finding the worst and the best, and how these two combine - it's amazingly current."
  2. Markets and Hierarchies (1975) and The Economic Institutions of Capitalism (1985), by Oliver E. Williamson.
  3. On the Road, by Jack Kerouac (1957).

51:00 - Who were your mentors, and what did you learn from them? 

  1. Robert Clark, at Harvard Law School.
  2. Ira Millstein, from Weil Gotshal & Manges. "He taught me perseverance."
  3. His mother, who was a Professor of Anthropology "she taught me all I know about focusing on the clarity of language."

53:04 - Are there any quotes you think of often, or live your life by? 

  1. From 8th century BC, a pre-Socratic saying: "Pan Metron" "You need measure"
  2. From the Rolling Stones: "You can't always get what you want, but if you try sometimes you'll get what you need." "This has been a motto in my life."

53:47 - An unusual habit or an absurd thing that he loves: He washes the dishes and pans first thing in the morning. 

54:19 - The living person he most admires: Bob Bylan. [Stilpon is a also a musician, and he's recorded 5 albums! Check it out]

Stilpon Nestor is the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

]]> Mon, 21 Mar 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Stilpon Nestor, Evan Epstein) https://boardroom-governance.com/episodes/stilpon-nestor-iMSyS3Bg 0:00 Intro.

1:42 Start of interview

2:26 Stilpon's "origin story". He grew up in Greece and studied law at the University of Thessaloniki. He later got an LLM at Harvard Law School. He practiced corporate law in Greece, but left the country permanently in the mid 1980s. He joined the OECD where he became the first Head of the Corporate Affairs Division. In that position, he lead the team which produced the OECD Principles of Corporate Governance (1999). "The corporate governance issues were very linked to the privatization issues at the time." He later left the OECD in Paris to London, where he started his own firm.

9:36 The origin of his firm Nestor Advisors in 2002. "The idea was to advise companies and their boards on corporate governance matters, since they needed the advice." "The focus initially was on emerging markets, then on OECD markets." Banking is the core sector that they address  ("at least 2/3 of our clients are banks.") "Personally, my two areas of focus are the private family, and the banks."

14:15 On the acquisition of Nestor Advisors by Morrow Sodali in 2021. "The sale of Nestor Advisors was always part of my horizon for two reasons: 1) I wanted an exit, and 2) the firm needed to be a part of something bigger in order to go to the next level."

18:04 On the debate of the purpose of the corporation (the shareholder vs stakeholder debate). The BRT '19 restatement that reignited the debate in the U.S. (see Marty Lipton vs Bebchuk). "Milton Friedman said that the social responsibility of the corporation was to increase profits, and that is not a purpose (it's a responsibility)." "The first responsibility for a private economic institution like a corporation is indeed to be profitable (if it's not profitable over time, it goes down and it will not achieve any other purpose." "The process for a company outlining its purpose might be a useful thing, for its strategic focus and as a communications tool."

24:47 On ESG: "the European approach is different to the US. The latter has more of a market approach with pressure from institutional investors and other market actors, whereas the EU is treating this more as an issue of regulation. There is emerging set of rules that are quite tough, such as with the new directive on disclosure of sustainability, disclosure on how to get to net-zero for investors, EU taxonomy of sustainable activities, the obligation of companies to do due diligence on everything that has to do with sustainability.

29:33 On companies withdrawing from Russia due to the conflict in Ukraine. (see Jeffrey Sonnenfeld's list from Yale, over 400 companies have withdrawn at the time of this writing). Example of Raiffeisen Bank (largest foreign bank in Russia).

32:36 How in the current environment CEOs have to make more "geopolitical" decisions or deal with "stakeholder issues" that impact society. "They have become mini statesmen or stateswomen." "I am skeptical about whether these kind of decisions should be put on the shoulders of CEOs and boards, at what point will they loose their purpose?" "I have a fear that we are putting an enormous amount of power in the hands of CEOs and corporations because we expect them to become statesmen/stateswomen." "I am reading this in a pessimistic way, it's a weakening of public institutions in the U.S."

36:23 How the practice of corporate governance has changed in the last 20 years particularly given the current trends of CEO/boards "managing externalities." ("corporations are not anymore simple economic institutions") [Here is a good WSJ article on this subject].

39:10 On governance of private companies and the rise of private markets [in the U.K. and E.U.] The LSE's allowance of dual-class stock to attract new listings.

44:46 New board trends highlighted by Stilpon:

  1. "After the financial crisis, and for the last 20 years, we have seen boards face more demands to become more intrusive. This has increased particularly in the financial sector." "European boards are loosing the strategy perspective, and I think the pendulum has swung too far. We will start seeing boards act with more reflection in times of radical uncertainty."
  2. "The pandemic gave boards the opportunity to review their working methods, now we see more "monochromatic" meetings: small focused seminars/meetings on specific and strategic areas." "I call this the distributed board model."  "You break up the agenda into reflection chunks."
  3. "With all the technology changes, boards will be in a position to challenge the assumptions that AI or other data sources will provide."

49:12 Stilpon's favorite books :

  1. Democracy in America, by Alexis de Tocqueville (1830s) "He did not shy away from finding the worst and the best, and how these two combine - it's amazingly current."
  2. Markets and Hierarchies (1975) and The Economic Institutions of Capitalism (1985), by Oliver E. Williamson.
  3. On the Road, by Jack Kerouac (1957).

51:00 - Who were your mentors, and what did you learn from them? 

  1. Robert Clark, at Harvard Law School.
  2. Ira Millstein, from Weil Gotshal & Manges. "He taught me perseverance."
  3. His mother, who was a Professor of Anthropology "she taught me all I know about focusing on the clarity of language."

53:04 - Are there any quotes you think of often, or live your life by? 

  1. From 8th century BC, a pre-Socratic saying: "Pan Metron" "You need measure"
  2. From the Rolling Stones: "You can't always get what you want, but if you try sometimes you'll get what you need." "This has been a motto in my life."

53:47 - An unusual habit or an absurd thing that he loves: He washes the dishes and pans first thing in the morning. 

54:19 - The living person he most admires: Bob Bylan. [Stilpon is a also a musician, and he's recorded 5 albums! Check it out]

Stilpon Nestor is the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021. 

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

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]]> Stilpon Nestor, Chairman of Nestor Advisors: The Outsider. Stilpon Nestor, Evan Epstein 00:56:18 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stilpon Nestor, the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021. He has advised the boards of some of the largest companies and financial institutions in the EU and emerging markets across a variety of sectors. He supported the board evaluation of the World Bank Group in 2018 and the European Investment Bank in 2019 and has led governance assessments in large NGOs such as the Global Fund. Until March of 2002, Stilpon was the Head of the Corporate Affairs Division at the OECD, leading the team which produced the global corporate governance benchmark, the OECD Principles of Corporate Governance. In this podcast, we talk about his professional career as a corporate governance advisor. We also address the debate of the purpose of the corporation, stakeholder governance, ESG and sustainability, the rise of private markets, family businesses, the conflict in Ukraine and its impact on corporate boards (in Europe and elsewhere), among other relevant corporate governance matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Stilpon Nestor, the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021. He has advised the boards of some of the largest companies and financial institutions in the EU and emerging markets across a variety of sectors. He supported the board evaluation of the World Bank Group in 2018 and the European Investment Bank in 2019 and has led governance assessments in large NGOs such as the Global Fund. Until March of 2002, Stilpon was the Head of the Corporate Affairs Division at the OECD, leading the team which produced the global corporate governance benchmark, the OECD Principles of Corporate Governance. In this podcast, we talk about his professional career as a corporate governance advisor. We also address the debate of the purpose of the corporation, stakeholder governance, ESG and sustainability, the rise of private markets, family businesses, the conflict in Ukraine and its impact on corporate boards (in Europe and elsewhere), among other relevant corporate governance matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com private markets, corporate governance, greece, sustainability, environmental social & governance, oecd corporate governance principles, oecd, london, nestor advisors, purpose of the corporation, conflict in ukraine, morrow sodali, esg, innovation false full 55 25fdf7b5-4d18-4881-9eb8-e28a6f8b393f Christa Steele: "SWIFT is so antiquated it needs to go"
  • Intro.
  • (1:35) - Start of interview.
  • (2:19) - Christa's "origin story". She grew up in Dixon, California. She later went to CSU Sacramento and got her MBA at USC.  She started working as a bank teller in college and ended up as the President & CEO of Mechanics Bank in the Bay Area.  They sold the bank in 2015 to a PE firm owned by a Texas billionaire. After that sale, she started joining boards of directors.
  • (3:53) - Her breakdown of banks: large, regional and community banks. At each level there is a significant difference in corporate governance.
  • (5:23) - Her experience joining boards post 2015. She's had 8 board experiences with companies of different sizes and stages of development: from startup, scale-ups, to public companies. She started exploring bitcoin and blockchain technology. She also joined the NACD (Northern CA chapter). The first board she joined was of FIG partners, an investment bank (where she also joined as a partner). They sold the firm to Janney Montgomery Scott in 2019. She then joined the boards of Brainchip Holdings (ASX), Recology, OFG Bancorp, Sasser Family Holdings, Tanimura & Antle and Balco Holdings, Inc (owner of Bay Alarm, Bay Alarm Medical and BALCO Properties).
  • (10:08) - The pros and cons of serving in boards of companies of different sizes and stages of development. Her transition from board member to CEO at Balco Holdings (starting on April 1, 2022). The intricacies of family-owned businesses.
  • (14:08) - What's Balco Holdings and why she's excited about her new CEO role.
  • (17:27) - How she thinks about security in CA, the impact of COVID-19 on how people behave, plus tech and cybersecurity trends.
  • (19:15) - How boards and companies should approach cybersecurity threats: "I think you need the cybersecurity expertise in the C-suite."
  • (22:43) - Her take on the evolution of ESG in the boardroom: "I've helped my boardrooms develop ESG dashboards." "It's going to be very interesting to see what happens in the next few months." "Boardrooms should look at the company's own CPI indexes and costs given the current environment." "A lot of people will have to take a stance of wait-and-see [on ESG] and not overthink it right now."
  • (28:06) - Her take on blockchain technology. Biden's Executive Order on Digital Assets. "SWIFT is so antiquated it needs to go (on how we send wires and ACH)." "It's too early to weigh-in on DAOs, it will continue to morph and evolve."
  • (35:30) - Christa's parting thoughts for directors in the current environment:
    1. Directors should be asking about their own company version of their CPI index. Are they tracking what's happening internally?
    2. Take measures in case we enter a recession. What's the inventory? Receivables?
    3. Hybrid model (office-home). Where do we go from here?
  • (37:57) - Benefits of joining NACD. She's been affiliated with the NACD Northern California chapter since 2015 (she's currently the Vice-Chair of the chapter): "It has been wonderful for me." They have about 1,500 public company directors in their chapter. 50-60 speaking engagements on an annual basis. "Directors of 20 years ago vs. being a director today has dramatically shifted. It's all about staying current and educated." "I encourage directors to become NACD certified directors."
  • (39:23) - Christa's favorite books (applicable to her board work):
    1. AI Superpowers: China, Silicon Valley, and the New World Order, by Kai-Fu Lee (2018)
    2. Think Again, by Adam Grant (2021)
  • (40:25) - Who were your mentors, and what did you learn from them? In the board context: "the mentors from which I've gained the most wisdom, are the ones that have been there and done that." "I've learned the finesse of how questions are asked and answered." "I've understood the boundaries that exist between directors and operators." "The mentors and people I admire the most are the ones that lead with humility, they have been humbled."
  • (41:45) - Are there any quotes you think of often, or live your life by? "The curse of knowledge is that it closes our minds to what we don’t know." Adam Grant from Think Again. The flipside of that is "if knowledge is power, knowing what we don't know is wisdom."
  • (42:12) - An unusual habit or an absurd thing that she loves: "I wear Uggs slippers all year long."
  • (42:43) - The person she most admires ("relevant right now"): Margaret Thatcher, "I think that the Iron Lady's anti-communism stance right now is alive and well."

    • Christa Steele is the incoming CEO of BALCO Holdings, owner of Bay Alarm, Bay Alarm Medical, and BALCO Properties. She also serves as a public and private company board director.

    __

     You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mon, 14 Mar 2022 13:30:00 +0000 evan.epstein@pacificaglobal.com (Christa Steele, Evan Epstein) https://boardroom-governance.com/episodes/christa-steele-1pysw3H9
  • Intro.
  • (1:35) - Start of interview.
  • (2:19) - Christa's "origin story". She grew up in Dixon, California. She later went to CSU Sacramento and got her MBA at USC.  She started working as a bank teller in college and ended up as the President & CEO of Mechanics Bank in the Bay Area.  They sold the bank in 2015 to a PE firm owned by a Texas billionaire. After that sale, she started joining boards of directors.
  • (3:53) - Her breakdown of banks: large, regional and community banks. At each level there is a significant difference in corporate governance.
  • (5:23) - Her experience joining boards post 2015. She's had 8 board experiences with companies of different sizes and stages of development: from startup, scale-ups, to public companies. She started exploring bitcoin and blockchain technology. She also joined the NACD (Northern CA chapter). The first board she joined was of FIG partners, an investment bank (where she also joined as a partner). They sold the firm to Janney Montgomery Scott in 2019. She then joined the boards of Brainchip Holdings (ASX), Recology, OFG Bancorp, Sasser Family Holdings, Tanimura & Antle and Balco Holdings, Inc (owner of Bay Alarm, Bay Alarm Medical and BALCO Properties).
  • (10:08) - The pros and cons of serving in boards of companies of different sizes and stages of development. Her transition from board member to CEO at Balco Holdings (starting on April 1, 2022). The intricacies of family-owned businesses.
  • (14:08) - What's Balco Holdings and why she's excited about her new CEO role.
  • (17:27) - How she thinks about security in CA, the impact of COVID-19 on how people behave, plus tech and cybersecurity trends.
  • (19:15) - How boards and companies should approach cybersecurity threats: "I think you need the cybersecurity expertise in the C-suite."
  • (22:43) - Her take on the evolution of ESG in the boardroom: "I've helped my boardrooms develop ESG dashboards." "It's going to be very interesting to see what happens in the next few months." "Boardrooms should look at the company's own CPI indexes and costs given the current environment." "A lot of people will have to take a stance of wait-and-see [on ESG] and not overthink it right now."
  • (28:06) - Her take on blockchain technology. Biden's Executive Order on Digital Assets. "SWIFT is so antiquated it needs to go (on how we send wires and ACH)." "It's too early to weigh-in on DAOs, it will continue to morph and evolve."
  • (35:30) - Christa's parting thoughts for directors in the current environment:
    1. Directors should be asking about their own company version of their CPI index. Are they tracking what's happening internally?
    2. Take measures in case we enter a recession. What's the inventory? Receivables?
    3. Hybrid model (office-home). Where do we go from here?
  • (37:57) - Benefits of joining NACD. She's been affiliated with the NACD Northern California chapter since 2015 (she's currently the Vice-Chair of the chapter): "It has been wonderful for me." They have about 1,500 public company directors in their chapter. 50-60 speaking engagements on an annual basis. "Directors of 20 years ago vs. being a director today has dramatically shifted. It's all about staying current and educated." "I encourage directors to become NACD certified directors."
  • (39:23) - Christa's favorite books (applicable to her board work):
    1. AI Superpowers: China, Silicon Valley, and the New World Order, by Kai-Fu Lee (2018)
    2. Think Again, by Adam Grant (2021)
  • (40:25) - Who were your mentors, and what did you learn from them? In the board context: "the mentors from which I've gained the most wisdom, are the ones that have been there and done that." "I've learned the finesse of how questions are asked and answered." "I've understood the boundaries that exist between directors and operators." "The mentors and people I admire the most are the ones that lead with humility, they have been humbled."
  • (41:45) - Are there any quotes you think of often, or live your life by? "The curse of knowledge is that it closes our minds to what we don’t know." Adam Grant from Think Again. The flipside of that is "if knowledge is power, knowing what we don't know is wisdom."
  • (42:12) - An unusual habit or an absurd thing that she loves: "I wear Uggs slippers all year long."
  • (42:43) - The person she most admires ("relevant right now"): Margaret Thatcher, "I think that the Iron Lady's anti-communism stance right now is alive and well."

    • Christa Steele is the incoming CEO of BALCO Holdings, owner of Bay Alarm, Bay Alarm Medical, and BALCO Properties. She also serves as a public and private company board director.

    __

     You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Christa Steele: "SWIFT is so antiquated it needs to go" Christa Steele, Evan Epstein 00:44:11 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Christa Steele, the incoming CEO of BALCO Holdings, owner of Bay Alarm, Bay Alarm Medical, and BALCO Properties. Christa initially became affiliated with the Bay family of companies as a member of its Board of Directors in December 2020. Prior to joining BALCO Holdings, she led Mechanics Bank as its President and CEO. Most recently, Christa was a Partner and Board Member of FIG Partners, a full-service boutique investment bank. Prior, she spent two decades in senior level positions within the financial services industry. In addition to serving on the BALCO Holdings board, Christa has served on eight different public, private, and family-owned company boards. In this podcast, we talk about her new CEO role and her prior experiences in different boards and executive roles. We also address the latest trends in ESG, blockchain technology and other board priorities in times of pandemic and heightened geopolitical tensions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Christa Steele, the incoming CEO of BALCO Holdings, owner of Bay Alarm, Bay Alarm Medical, and BALCO Properties. Christa initially became affiliated with the Bay family of companies as a member of its Board of Directors in December 2020. Prior to joining BALCO Holdings, she led Mechanics Bank as its President and CEO. Most recently, Christa was a Partner and Board Member of FIG Partners, a full-service boutique investment bank. Prior, she spent two decades in senior level positions within the financial services industry. In addition to serving on the BALCO Holdings board, Christa has served on eight different public, private, and family-owned company boards. In this podcast, we talk about her new CEO role and her prior experiences in different boards and executive roles. We also address the latest trends in ESG, blockchain technology and other board priorities in times of pandemic and heightened geopolitical tensions. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com fig partners, bay alarm, corporate governance, banks, scale-ups, startups, bitcoin, nacd, environmental social & governance, mechanics bank, ai, balco holdings, bay alarm medical, balco properties, nacd northern california chapter, cybersecurity, family-owned businesses, esg, blockchain technology, swift, private companies, silicon valley, boards of directors false full 54     72be06b8-bb52-4f3a-be15-8a1d6684f14e David Bell: Fenwick's 2021 Corporate Governance Survey
  • Intro.
  • (1:35) - Start of interview.
  • (2:22) - David's "origin story". He grew up as an "army brat" including living in Germany for about 10 years. He went to high school in West Point, NY. He stayed to go to college in Buffalo, where he also got his MBA. He left the Army and came to CA, where he ran IT for a company. He eventually went to law school first to Santa Clara, and then to UC Davis.
  • (4:17) - His experience joining Fenwick in 1997, "in the front-end of the dot-com boom getting started." "I learnt a lot in the bubble years, and it was a tremendous advantage to my career to have done that early on."
  • (5:32) - On the origin of Fenwick's Corporate Governance Surveys (published externally starting in 2007). "It was started to provide more than anecdotal advice to clients." The Mercury News published the SV150 List (a list of the largest Silicon Valley companies measured by revenue), and the idea was to compare and contrast that list with the S&P 100 (comprising 100 major blue chip companies across multiple industry groups.)
  • (11:41) - On boardroom diversity: The percentage of women directors is now almost identical for the SV150 (30.3%, up from 25.7% in 2020) and S&P 100 (30.2%, up from 28.7% in 2020). On the impact of institutional investors in this change, SB-826 and AB-979 in CA, and the Nasdaq's diversity rule. "Silicon Valley had been behind in gender diversity. Institutional investor attention was the largest driver of increasing gender diversity on boardrooms."
  • (16:15) - On dual-class share structures. The adoption of dual-class shares has emerged as a recent clear trend among Silicon Valley technology companies (from 2.9% in 2011 to 21.3% in 2021, as opposed to S&P 100 that where it decreased from 9% in 2011 to 8% in 2021). Per Prof. Jay Ritter data, 46.2% of all 2021 tech IPOs had dual class share structures.
  • (23:05) - On the prevalence (and complexities) of dual-class share structures in private companies.
  • (26:43) - On directors getting more than one vote ("disproportionate voting rights amongst directors"). Note DGCL 141(d).
  • (29:17) - The Peloton case and how dual-class shares may impact shareholder activism.
  • (31:46) - On sunset provisions for dual-class shares. "The Council of Institutional Investors' 7-year sunset provision is not convincing, 10-12 years is more convincing due to a variety of factors, including investments in R&D and traditional growth horizons."
  • (35:11) - On staggered (or classified) boards: Over the period from 2004 through 2021 proxy seasons, staggered boards have dropped from around 45% to just 3% in S&P100, while they have increased to 52.1% in SV150 companies. "This is a perfect example of why 'best practices' are not equivalent ("there is no one-size-fits-all") in large cap and smaller cap companies." "This reflects the reality that one of the principal reasons for classification, as a takeover defense, is less compelling for some larger companies due to the sheer size of the companies and relative dispersion of their stockholdings."
  • (39:54) - On majority voting. "The rate of implementation of some form of majority voting among S&P 100 companies has risen from 10% to 96% between the 2004 and 2021 proxy seasons. Among the technology and life sciences companies in the SV 150, the rate has risen from 0% as recently as the 2005 proxy season to 56.3% in the 2021 proxy season." "I don't see a lot of data that says that [majority voting] has much of an impact one way or another." "Zombie directors is a nice soundbite, but it's somewhat of an unfair pejorative."
  • (45:09) - On the "stay private vs. go public" debate. "The relative success of companies that have gone public with dual-class share structures has informed the market of what is more or less acceptable." "There are a variety of choices that can be used to go public." "There is a lot of psychic, morale and social value in going public: it's still part of the dream in Silicon Valley to go public." "Liquid currency is a good thing too, particularly for growth via acquisitions." "I do expect this year 2022 to be a lower year for IPOs... the volatility is very high. See VIX index."
  • (51:47) - David's favorite books:
    1. The Discoverers, by Daniel J Boorstin (1983) (and other books by same author)
    2. Wonderful Life, by Stephen Jay Gould (1989) (and other books by same author)
    3. To Kill a Mockingbird, by Harper Lee (1960)
  • (52:25) - Who were your mentors, and what did you learn from them?
    1. Colleagues he's worked with over the years at F&W, including Gordy Davidson, Mark Stevens and Richard Dickson.
    2. Clients such as Tram Phi (GC at Docusign) Mike Dillon (longtime GC at Sun)
  • (54:08) - An unusual habit or an absurd thing that he loves: The English Premier League (fan of Tottenham Hotspur F.C.)
  • (56:00) - The living person he most admires? His parents, particularly his mother.

    • David A. Bell is partner at Fenwick and the co-chair of the firm's corporate governance practice.  

    __

     You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mon, 28 Feb 2022 14:30:00 +0000 evan.epstein@pacificaglobal.com (David Bell, Evan Epstein) https://boardroom-governance.com/episodes/david-bell-QZCGIX9F
  • Intro.
  • (1:35) - Start of interview.
  • (2:22) - David's "origin story". He grew up as an "army brat" including living in Germany for about 10 years. He went to high school in West Point, NY. He stayed to go to college in Buffalo, where he also got his MBA. He left the Army and came to CA, where he ran IT for a company. He eventually went to law school first to Santa Clara, and then to UC Davis.
  • (4:17) - His experience joining Fenwick in 1997, "in the front-end of the dot-com boom getting started." "I learnt a lot in the bubble years, and it was a tremendous advantage to my career to have done that early on."
  • (5:32) - On the origin of Fenwick's Corporate Governance Surveys (published externally starting in 2007). "It was started to provide more than anecdotal advice to clients." The Mercury News published the SV150 List (a list of the largest Silicon Valley companies measured by revenue), and the idea was to compare and contrast that list with the S&P 100 (comprising 100 major blue chip companies across multiple industry groups.)
  • (11:41) - On boardroom diversity: The percentage of women directors is now almost identical for the SV150 (30.3%, up from 25.7% in 2020) and S&P 100 (30.2%, up from 28.7% in 2020). On the impact of institutional investors in this change, SB-826 and AB-979 in CA, and the Nasdaq's diversity rule. "Silicon Valley had been behind in gender diversity. Institutional investor attention was the largest driver of increasing gender diversity on boardrooms."
  • (16:15) - On dual-class share structures. The adoption of dual-class shares has emerged as a recent clear trend among Silicon Valley technology companies (from 2.9% in 2011 to 21.3% in 2021, as opposed to S&P 100 that where it decreased from 9% in 2011 to 8% in 2021). Per Prof. Jay Ritter data, 46.2% of all 2021 tech IPOs had dual class share structures.
  • (23:05) - On the prevalence (and complexities) of dual-class share structures in private companies.
  • (26:43) - On directors getting more than one vote ("disproportionate voting rights amongst directors"). Note DGCL 141(d).
  • (29:17) - The Peloton case and how dual-class shares may impact shareholder activism.
  • (31:46) - On sunset provisions for dual-class shares. "The Council of Institutional Investors' 7-year sunset provision is not convincing, 10-12 years is more convincing due to a variety of factors, including investments in R&D and traditional growth horizons."
  • (35:11) - On staggered (or classified) boards: Over the period from 2004 through 2021 proxy seasons, staggered boards have dropped from around 45% to just 3% in S&P100, while they have increased to 52.1% in SV150 companies. "This is a perfect example of why 'best practices' are not equivalent ("there is no one-size-fits-all") in large cap and smaller cap companies." "This reflects the reality that one of the principal reasons for classification, as a takeover defense, is less compelling for some larger companies due to the sheer size of the companies and relative dispersion of their stockholdings."
  • (39:54) - On majority voting. "The rate of implementation of some form of majority voting among S&P 100 companies has risen from 10% to 96% between the 2004 and 2021 proxy seasons. Among the technology and life sciences companies in the SV 150, the rate has risen from 0% as recently as the 2005 proxy season to 56.3% in the 2021 proxy season." "I don't see a lot of data that says that [majority voting] has much of an impact one way or another." "Zombie directors is a nice soundbite, but it's somewhat of an unfair pejorative."
  • (45:09) - On the "stay private vs. go public" debate. "The relative success of companies that have gone public with dual-class share structures has informed the market of what is more or less acceptable." "There are a variety of choices that can be used to go public." "There is a lot of psychic, morale and social value in going public: it's still part of the dream in Silicon Valley to go public." "Liquid currency is a good thing too, particularly for growth via acquisitions." "I do expect this year 2022 to be a lower year for IPOs... the volatility is very high. See VIX index."
  • (51:47) - David's favorite books:
    1. The Discoverers, by Daniel J Boorstin (1983) (and other books by same author)
    2. Wonderful Life, by Stephen Jay Gould (1989) (and other books by same author)
    3. To Kill a Mockingbird, by Harper Lee (1960)
  • (52:25) - Who were your mentors, and what did you learn from them?
    1. Colleagues he's worked with over the years at F&W, including Gordy Davidson, Mark Stevens and Richard Dickson.
    2. Clients such as Tram Phi (GC at Docusign) Mike Dillon (longtime GC at Sun)
  • (54:08) - An unusual habit or an absurd thing that he loves: The English Premier League (fan of Tottenham Hotspur F.C.)
  • (56:00) - The living person he most admires? His parents, particularly his mother.

    • David A. Bell is partner at Fenwick and the co-chair of the firm's corporate governance practice.  

    __

     You can follow Evan on social media at:

    Twitter: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     David Bell: Fenwick's 2021 Corporate Governance Survey David Bell, Evan Epstein 00:58:37 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with David Bell, a partner at Fenwick & West and the co-chair of the firm’s corporate governance practice. David advises startups and other growing private and public companies on VC financings, M&A, IPOs and IP licensing. He also counsels public companies on corporate, securities, governance and compliance matters. David is the author of Fenwick’s corporate governance, proxy season results and gender diversity surveys, which cover a variety of corporate governance matters and trends for the high tech and life science companies based in Silicon Valley. In this podcast, we talk about Fenwick’s 2021 Corporate Governance Survey, a comparison of large public companies and Silicon Valley public companies. We dive into some of its distinctions, including boardroom diversity, dual-class and multi-class share structures, staggered boards, majority voting, IPOs and other corporate governance matters including some specific distinctions with private venture-backed companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with David Bell, a partner at Fenwick & West and the co-chair of the firm’s corporate governance practice. David advises startups and other growing private and public companies on VC financings, M&A, IPOs and IP licensing. He also counsels public companies on corporate, securities, governance and compliance matters. David is the author of Fenwick’s corporate governance, proxy season results and gender diversity surveys, which cover a variety of corporate governance matters and trends for the high tech and life science companies based in Silicon Valley. In this podcast, we talk about Fenwick’s 2021 Corporate Governance Survey, a comparison of large public companies and Silicon Valley public companies. We dive into some of its distinctions, including boardroom diversity, dual-class and multi-class share structures, staggered boards, majority voting, IPOs and other corporate governance matters including some specific distinctions with private venture-backed companies. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com zombie directors, staggered boards, survey, classified boards, corporate governance, diversity, s&p100, sv150, nasdaq boardroom diversity rule, majority voting, startups, fenwick & west, venture capital, initial public offering, ipos, vc, fenwick, boardroom diversity, dual class shares false full 53     d5895b80-f7de-4098-bab6-44fbf75253fc Matt Blumberg: Startup Boards.
  • Intro.
  • (1:40) - Start of interview.
  • (2:00) - Matt's "origin story". He grew up in San Diego, CA. He's lived in and around New York City for the last 30 years. After college he worked as a consultant (Mercer Consulting) and VC (General Atlantic). In 1995 he joined the executive team of MovieFone, a small cap public company. He helped the company "figure out what the internet was all about." They sold the company to AOL in 1999 (for $388M in stock). Then he started a company called Return Path in 1999. It was a 20-year run where they scaled the company to about $100m in revenue and 500 employees worldwide. They sold the business in 2019 to Validity. In 2020, he founded a new company called Bolster, a marketplace for on-demand executive and board talent. Along the way he wrote a couple of books (Startup CEO in 2013, and Startup CXO in 2021), and he's sat on several boards (such as those of Oblong, Authentic Response, Moz and Feedburner), one major trade association (DMA), some community/academic (local Little League, and a couple of different Princeton fundraising boards). He has been "increasingly spending time on board matters as his career has gone on."
  • (5:50) - On the first edition of the book Startup Boards (2013), by Brad Feld and Mahendra Ramsinghani. Brad and Matt will publish the second edition of the book this June. It takes a fresh look at the topic, with more diverse voices. They added a section for aspiring board members (interested in becoming independent directors).
  • (8:51) - On why he started his new company Bolster, a marketplace for executive and board talent. "About a quarter of our business is focused on running board searches for private venture-backed and public companies (in their first year they did about 30-40 board searches)." They want to "help startup CEOs rethink the way they use and find senior talent."
  • (11:41) - On his focus on increasing the number and diversity of independent directors in venture-backed companies. Bolster's benchmarking study on independent directors in startup boards (based on a study of 250 private company boards):
    1. Only 32% of private company boards have independent directors. Half of boards have open independent director seats they expect to fill in the next 12 months.
    2. Compared with investor or management directors, independent director seats are 3 times as likely to be held by women. 86% of director seats overall are held by men, and 56% of early stage private company boards have no gender diversity at all.
    3. Four out of five seats on private company boards are held by individuals who are White, and 43% of boards are completely homogenous with regard to the race/ethnicity of their directors.
    4. CEOs are broadening their searches to diversify their boards. Two-thirds of CEOs are open to bringing on first-time directors, and 41% of independent directors have either some college or an under-graduate degree only (vs. a post-grad degree).
    5. Board composition tends to over-index on investors and management directors. 59% of boards have more than one management or founder director and 59% of boards have 2 or more investor directors.
    6. Men seem to have a slightly higher average earning potential (measured in basis points per year and grant value) compared to women directors at like companies.
  • (12:40) - "Our Mantra is the 'Rule of Ones' : you should be putting independent directors from day one, private company boards should only have one founder on the board, and for every one investor you should have one independent."
  • (13:59) - On Fred Wilson's Board Diversity Proposal. "Fred walks the walk on that one, as does Brad Feld and Greg Sands." (all 3 VCs are board observers on Bolster's board). "At the end of the day, they all have very meaningful voices in and outside the boardroom, but they have made room for us to bring very good and diverse candidates." [Bolster's board has 4 first-time independent directors.]
  • (18:50) - On the impact of record-breaking VC financings, SPACs, IPOs and M&A on startups. "It's put a lot more money and valuation into startups."
  • (19:52) - On his advice to CEOs on how to manage their boards: "The CEO should think of it as having two teams: one team is the executive team, the other is the board." "Start by making sure board composition is right". Scott Weiss: "boards eat whatever you put in front of them." Matt's rule: "No slides in board meetings, it's not a dog and pony show."
  • (23:41) - On virtual board meetings via Zoom or otherwise post-pandemic. "It used to be that boards would have four in-person meetings per year." "In the private company world, VCs are constrained by the number of boards they sit on, but with virtual board meetings their ability to sit on boards has gone up 40-50% [since they don't have to get on planes so much anymore]." Matt's best practice approach: "Once or twice a year the board should meet in-person, and the rest is OK to meet virtually."
  • (26:23) - On ESG in private companies. "This is an area where private companies are ahead." On growth of public benefit corporations (PBCs).
  • (30:03) - On diversity in startup boards. "There is a lot more awareness on the need and benefits for more diversity on boards." "It has to start with the commitment to add one or two independents."
  • (35:43) - On the difference between CEO coaches and mentors: "A coach is someone who helps you be the best version of you. A mentor is someone who has done your job before, knows how to do it cold, has probably done it at your stage and the stage beyond. He/she can help you teach the craft of the job." "Executives need both a coach and mentor, sometimes it's the same person."
  • (37:07) - What makes Bolster different for board searches? "It's faster and cheaper [because we have a curated and qualified marketplace.]"
  • (39:08) - On how the pandemic has changed the geographic distribution of talent.  "People can live anywhere now." "NY has become a crypto talent pool." "I think there is a role for DAOs, but I don't think there will be a mass movement away from traditional corporate structures." "I think leadership matters, and companies would be hard pressed to make hard calls by vote [if you don't think that's true, look at Washington DC]."
  • (41:30) - Matt's favorite books:
    1. The Fountainhead, by Ayn Rand (1943)
    2. The Goal, by Eli Goldratt (1984) [in business books]
    3. The Advantage, by Patrick Lencioni (2012) ["my CEO bible"]
  • (42:32) - Who were your mentors, and what did you learn from them?
    1. His grandmother "I really learned resilience and grace from her."
    2. His dad "I learned perseverance and the importance of having a strong moral compass."
  • (43:33) - Quotes that she thinks of often, or lives her life by: Theodore's Roosevelt "Man in the Arena" speech (1910): ("for me that's the entrepreneurs' quote").
  • (45:05) - An unusual habit or an absurd thing that he loves: Mexican food! "I also love reading American and Presidential history."
  • (46:21) - The living person he most admires? Oprah Winfrey is super interesting and inspiring. Jeff Bezos (innovation gene and perseverance). Jeremy Bloom, CEO of Integrate (the only athlete in history to ski in the Olympics and also be drafted into the NFL).

    • Matt Blumberg is the founder and CEO of Bolster, a marketplace for on-demand executive and board talent. 

    You can follow Matt at the following links:

    1. matt@bolster.com
    2. www.linkedin.com/in/blumbergmatt
    3. www.startupceo.com (blog)
    4. www.twitter.com/mattblumberg
    5. www.bolster.com

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 22 Feb 2022 14:32:13 +0000 evan.epstein@pacificaglobal.com (Matt Blumberg, Evan Epstein) https://boardroom-governance.com/episodes/matt-blumberg-s3AkeY6k
  • Intro.
  • (1:40) - Start of interview.
  • (2:00) - Matt's "origin story". He grew up in San Diego, CA. He's lived in and around New York City for the last 30 years. After college he worked as a consultant (Mercer Consulting) and VC (General Atlantic). In 1995 he joined the executive team of MovieFone, a small cap public company. He helped the company "figure out what the internet was all about." They sold the company to AOL in 1999 (for $388M in stock). Then he started a company called Return Path in 1999. It was a 20-year run where they scaled the company to about $100m in revenue and 500 employees worldwide. They sold the business in 2019 to Validity. In 2020, he founded a new company called Bolster, a marketplace for on-demand executive and board talent. Along the way he wrote a couple of books (Startup CEO in 2013, and Startup CXO in 2021), and he's sat on several boards (such as those of Oblong, Authentic Response, Moz and Feedburner), one major trade association (DMA), some community/academic (local Little League, and a couple of different Princeton fundraising boards). He has been "increasingly spending time on board matters as his career has gone on."
  • (5:50) - On the first edition of the book Startup Boards (2013), by Brad Feld and Mahendra Ramsinghani. Brad and Matt will publish the second edition of the book this June. It takes a fresh look at the topic, with more diverse voices. They added a section for aspiring board members (interested in becoming independent directors).
  • (8:51) - On why he started his new company Bolster, a marketplace for executive and board talent. "About a quarter of our business is focused on running board searches for private venture-backed and public companies (in their first year they did about 30-40 board searches)." They want to "help startup CEOs rethink the way they use and find senior talent."
  • (11:41) - On his focus on increasing the number and diversity of independent directors in venture-backed companies. Bolster's benchmarking study on independent directors in startup boards (based on a study of 250 private company boards):
    1. Only 32% of private company boards have independent directors. Half of boards have open independent director seats they expect to fill in the next 12 months.
    2. Compared with investor or management directors, independent director seats are 3 times as likely to be held by women. 86% of director seats overall are held by men, and 56% of early stage private company boards have no gender diversity at all.
    3. Four out of five seats on private company boards are held by individuals who are White, and 43% of boards are completely homogenous with regard to the race/ethnicity of their directors.
    4. CEOs are broadening their searches to diversify their boards. Two-thirds of CEOs are open to bringing on first-time directors, and 41% of independent directors have either some college or an under-graduate degree only (vs. a post-grad degree).
    5. Board composition tends to over-index on investors and management directors. 59% of boards have more than one management or founder director and 59% of boards have 2 or more investor directors.
    6. Men seem to have a slightly higher average earning potential (measured in basis points per year and grant value) compared to women directors at like companies.
  • (12:40) - "Our Mantra is the 'Rule of Ones' : you should be putting independent directors from day one, private company boards should only have one founder on the board, and for every one investor you should have one independent."
  • (13:59) - On Fred Wilson's Board Diversity Proposal. "Fred walks the walk on that one, as does Brad Feld and Greg Sands." (all 3 VCs are board observers on Bolster's board). "At the end of the day, they all have very meaningful voices in and outside the boardroom, but they have made room for us to bring very good and diverse candidates." [Bolster's board has 4 first-time independent directors.]
  • (18:50) - On the impact of record-breaking VC financings, SPACs, IPOs and M&A on startups. "It's put a lot more money and valuation into startups."
  • (19:52) - On his advice to CEOs on how to manage their boards: "The CEO should think of it as having two teams: one team is the executive team, the other is the board." "Start by making sure board composition is right". Scott Weiss: "boards eat whatever you put in front of them." Matt's rule: "No slides in board meetings, it's not a dog and pony show."
  • (23:41) - On virtual board meetings via Zoom or otherwise post-pandemic. "It used to be that boards would have four in-person meetings per year." "In the private company world, VCs are constrained by the number of boards they sit on, but with virtual board meetings their ability to sit on boards has gone up 40-50% [since they don't have to get on planes so much anymore]." Matt's best practice approach: "Once or twice a year the board should meet in-person, and the rest is OK to meet virtually."
  • (26:23) - On ESG in private companies. "This is an area where private companies are ahead." On growth of public benefit corporations (PBCs).
  • (30:03) - On diversity in startup boards. "There is a lot more awareness on the need and benefits for more diversity on boards." "It has to start with the commitment to add one or two independents."
  • (35:43) - On the difference between CEO coaches and mentors: "A coach is someone who helps you be the best version of you. A mentor is someone who has done your job before, knows how to do it cold, has probably done it at your stage and the stage beyond. He/she can help you teach the craft of the job." "Executives need both a coach and mentor, sometimes it's the same person."
  • (37:07) - What makes Bolster different for board searches? "It's faster and cheaper [because we have a curated and qualified marketplace.]"
  • (39:08) - On how the pandemic has changed the geographic distribution of talent.  "People can live anywhere now." "NY has become a crypto talent pool." "I think there is a role for DAOs, but I don't think there will be a mass movement away from traditional corporate structures." "I think leadership matters, and companies would be hard pressed to make hard calls by vote [if you don't think that's true, look at Washington DC]."
  • (41:30) - Matt's favorite books:
    1. The Fountainhead, by Ayn Rand (1943)
    2. The Goal, by Eli Goldratt (1984) [in business books]
    3. The Advantage, by Patrick Lencioni (2012) ["my CEO bible"]
  • (42:32) - Who were your mentors, and what did you learn from them?
    1. His grandmother "I really learned resilience and grace from her."
    2. His dad "I learned perseverance and the importance of having a strong moral compass."
  • (43:33) - Quotes that she thinks of often, or lives her life by: Theodore's Roosevelt "Man in the Arena" speech (1910): ("for me that's the entrepreneurs' quote").
  • (45:05) - An unusual habit or an absurd thing that he loves: Mexican food! "I also love reading American and Presidential history."
  • (46:21) - The living person he most admires? Oprah Winfrey is super interesting and inspiring. Jeff Bezos (innovation gene and perseverance). Jeremy Bloom, CEO of Integrate (the only athlete in history to ski in the Olympics and also be drafted into the NFL).

    • Matt Blumberg is the founder and CEO of Bolster, a marketplace for on-demand executive and board talent. 

    You can follow Matt at the following links:

    1. matt@bolster.com
    2. www.linkedin.com/in/blumbergmatt
    3. www.startupceo.com (blog)
    4. www.twitter.com/mattblumberg
    5. www.bolster.com

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Matt Blumberg: Startup Boards. Matt Blumberg, Evan Epstein 00:48:40 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Matt Blumberg, the founder and CEO of Bolster, a marketplace for on-demand executive and board talent. Matt has served on numerous boards and chaired many of them, including public company, private company, nonprofit, local community, educational, and trade association boards. Through Bolster, Matt has helped place dozens of directors with private and public companies, as well as advised many CEOs on building and running their boards. He is currently the board chair of Bolster as well as Path Forward, a nonprofit he co-founded in 2016, whose mission is to empower women to restart their careers after time spent focused on caregiving. Matt is also the author of 3 books: Startup CEO: A field guide to scaling up your business, Startup CXO: A field guide to scaling up your company’s critical functions and teams, and the forthcoming Startup Boards: A Field Guide to Building and Leading an Effective Board of Directors, the second edition of the book by Brad Feld and Mahendra Ramsinghani. In this podcast, we talk about startup boards, the role of independent directors, Matt’s “Rule of Ones” for startup boards, boardroom diversity, the current funding and exit environments, challenges for CEOs managing their boards, some regional differences, and more on startup board matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Matt Blumberg, the founder and CEO of Bolster, a marketplace for on-demand executive and board talent. Matt has served on numerous boards and chaired many of them, including public company, private company, nonprofit, local community, educational, and trade association boards. Through Bolster, Matt has helped place dozens of directors with private and public companies, as well as advised many CEOs on building and running their boards. He is currently the board chair of Bolster as well as Path Forward, a nonprofit he co-founded in 2016, whose mission is to empower women to restart their careers after time spent focused on caregiving. Matt is also the author of 3 books: Startup CEO: A field guide to scaling up your business, Startup CXO: A field guide to scaling up your company’s critical functions and teams, and the forthcoming Startup Boards: A Field Guide to Building and Leading an Effective Board of Directors, the second edition of the book by Brad Feld and Mahendra Ramsinghani. In this podcast, we talk about startup boards, the role of independent directors, Matt’s “Rule of Ones” for startup boards, boardroom diversity, the current funding and exit environments, challenges for CEOs managing their boards, some regional differences, and more on startup board matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com startup boards, corporate governance, bolster, virtual board meetings, startups, venture capital, ceos, pandemic, vc, independent directors, esg, boardroom diversity false full 52     5d37cd8e-f694-485b-aeff-c205491da421 Margaret O'Mara: "Silicon Valley is a Truly Distinctive American Story."
  • Intro.
  • (1:40) - Start of interview.
  • (2:17) - Margaret's "origin story". She grew up in Little Rock, Arkansas. She graduated from college (history major) the year that Bill Clinton ran for President. She took a job in the Bill/Gore '92 campaign. That led to her work in the Clinton White House. It shaped her understanding of how politics and power works. She later went to graduate school to study presidential politics. Her path to studying technology came from President Dwight Eisenhower (involving the domestic economic effects of the cold war). She later worked in VP Gore's office, but not on the technology policy side, rather in empowerment zones, community and regional economic development. "It's very strange to have lived through the history that you're writing about." "The politics of the 1990s is critically important in understanding how we get to the now of the business landscape, globally and in the tech sector in particular."
  • (8:54) - On why she decided to write her book “The Code: Silicon Valley and the Remaking of America.” "This is the book I wish existed in 1999 when I was in graduate school to explain [Silicon Valley], [it's an] explanatory handbook."
  • (12:53) - On the role of the government in supporting the development of Silicon Valley, the "military-industrial-complex", the collective vs the individual, reality v. myth. "[Silicon Valley] is a truly distinctive American story." "What the U.S. has done, particularly since the 1940s when the technology flywheel began, is to enlarge the government in a stealthy way." "The government helped to build the computer, hardware and software industries but giving space for entrepreneurs to be entrepreneurial." "The government threw a lot of money in Silicon Valley's direction, and then got out of the way." "Government contracts were a huge and critical piece of the book of business of technology companies [in the early days], that's the launchpad that threw them into the stratosphere."
  • (18:59) - On the origin story of the "Traitorous Eight", Fairchild Semiconductor, the birth of the semiconductor industry, "Defection Capital" (term coined by Tom Wolfe), Arthur Rock, and venture capital.
  • (28:01) - On Silicon Valley's rise vis-a-vis other regions such as Massachusetts, ("geography was destiny" as told by Anna Lee Saxenian, in her book Regional Advantage, highlighting the organizational/management contrasts between the two regions). "The Bay Area is full of transplants, from the U.S. and around the world." "Immigration policy is part of the secret of Silicon Valley." The  roles of Lockheed Martin and HP in Silicon Valley ("HP did so much to set the tone of Silicon Valley's business culture, in a very deliberate contrast to places like Boston." "Management by walking around, or by wandering around" - rather than sitting around in an office.") "The idea of meritocracy in Silicon Valley comes from that era - it was the place where smart boys who didn't have family wealth or connections came, and they were able to build amazing careers, and in some cases significant fortunes." "Now that openness is not quite as easy."
  • (33:56) - Margaret's take on the use of dual-class share structures by Silicon Valley founders on an historical perspective. "The return of Steve Jobs to Apple [after being fired] cemented the founder narrative, the belief that the "brilliant guys" get displaced [by investors or others] result in companies loosing their innovation." "When hardware got displaced by software, engineering became the product and having extraordinary talent at the top became the priority and a market advantage." The political environment and abundant capital has also played a critical role in setting these terms.
  • (44:05) - Her article "The Secret of Building the Next Silicon Valley" (Wired, Jan 2022). "The next generation of high-tech places will come from investments in people, as well as in technology." "Silicon Valley is no longer merely a place in northern California, it is a global network, a business sensibility, a cultural shorthand, a political hack." "One commonality is that it is not about technology, it's about the people seizing opportunities [such as Fred Terman]." "It's also about an investment in higher education. In the case of UC Berkeley, Californian students were paying $50 per semester in the 60s to study elite level engineering (it was accessible and cheap). It was an escalator of upper mobility [although at the time it was mostly white men.]" "Steve Jobs went to a public school in Silicon Valley in the late 60s that had a computer lab [Steve Jobs' dad did not graduate high school]."
  • (49:00) - On the rise of U.S. regional hubs ("the geography of tech"), and the geopolitical tensions with China.
  • (55:37) - Margaret's favorite books:
    1. In the Shadow of the Poorhouse, by Michael B. Katz (1986)
    2. The Power Broker, by Robert Caro (1974)
  • (57:44) - Who were your mentors, and what did you learn from them?
    1. Michael B. Katz (her graduate advisor).
    2. Bosses in the Clinton Administration.
  • (59:22) - Quotes that she thinks of often, or lives her life by: "The days are long, the years are short."
  • (59:33) - An unusual habit or an absurd thing that she loves: watching TikToks with her daughters.
  • (1:00:36) - The living person she most admires? Her students at UW. Having their college careers upended by the pandemic is no treat. She admires their resiliency. She's bullish on GenZ.

    • Margaret O’Mara is the Howard & Frances Keller Endowed Professor of History at the University of Washington. She writes and teaches about the growth of the high-tech economy, the history of U.S. politics, and the connections between the two.

    You can follow Margaret at the following links:


    Twitter @margaretomara

    LinkedIn https://www.linkedin.com/in/margaretomara/

    Instagram @margaretomara

    Website https://www.margaretomara.com

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    ]]>     Mon, 14 Feb 2022 14:30:00 +0000 evan.epstein@pacificaglobal.com (Margaret O'Mara, Evan Epstein) https://boardroom-governance.com/episodes/margaret-omara-gpTPdwRO
  • Intro.
  • (1:40) - Start of interview.
  • (2:17) - Margaret's "origin story". She grew up in Little Rock, Arkansas. She graduated from college (history major) the year that Bill Clinton ran for President. She took a job in the Bill/Gore '92 campaign. That led to her work in the Clinton White House. It shaped her understanding of how politics and power works. She later went to graduate school to study presidential politics. Her path to studying technology came from President Dwight Eisenhower (involving the domestic economic effects of the cold war). She later worked in VP Gore's office, but not on the technology policy side, rather in empowerment zones, community and regional economic development. "It's very strange to have lived through the history that you're writing about." "The politics of the 1990s is critically important in understanding how we get to the now of the business landscape, globally and in the tech sector in particular."
  • (8:54) - On why she decided to write her book “The Code: Silicon Valley and the Remaking of America.” "This is the book I wish existed in 1999 when I was in graduate school to explain [Silicon Valley], [it's an] explanatory handbook."
  • (12:53) - On the role of the government in supporting the development of Silicon Valley, the "military-industrial-complex", the collective vs the individual, reality v. myth. "[Silicon Valley] is a truly distinctive American story." "What the U.S. has done, particularly since the 1940s when the technology flywheel began, is to enlarge the government in a stealthy way." "The government helped to build the computer, hardware and software industries but giving space for entrepreneurs to be entrepreneurial." "The government threw a lot of money in Silicon Valley's direction, and then got out of the way." "Government contracts were a huge and critical piece of the book of business of technology companies [in the early days], that's the launchpad that threw them into the stratosphere."
  • (18:59) - On the origin story of the "Traitorous Eight", Fairchild Semiconductor, the birth of the semiconductor industry, "Defection Capital" (term coined by Tom Wolfe), Arthur Rock, and venture capital.
  • (28:01) - On Silicon Valley's rise vis-a-vis other regions such as Massachusetts, ("geography was destiny" as told by Anna Lee Saxenian, in her book Regional Advantage, highlighting the organizational/management contrasts between the two regions). "The Bay Area is full of transplants, from the U.S. and around the world." "Immigration policy is part of the secret of Silicon Valley." The  roles of Lockheed Martin and HP in Silicon Valley ("HP did so much to set the tone of Silicon Valley's business culture, in a very deliberate contrast to places like Boston." "Management by walking around, or by wandering around" - rather than sitting around in an office.") "The idea of meritocracy in Silicon Valley comes from that era - it was the place where smart boys who didn't have family wealth or connections came, and they were able to build amazing careers, and in some cases significant fortunes." "Now that openness is not quite as easy."
  • (33:56) - Margaret's take on the use of dual-class share structures by Silicon Valley founders on an historical perspective. "The return of Steve Jobs to Apple [after being fired] cemented the founder narrative, the belief that the "brilliant guys" get displaced [by investors or others] result in companies loosing their innovation." "When hardware got displaced by software, engineering became the product and having extraordinary talent at the top became the priority and a market advantage." The political environment and abundant capital has also played a critical role in setting these terms.
  • (44:05) - Her article "The Secret of Building the Next Silicon Valley" (Wired, Jan 2022). "The next generation of high-tech places will come from investments in people, as well as in technology." "Silicon Valley is no longer merely a place in northern California, it is a global network, a business sensibility, a cultural shorthand, a political hack." "One commonality is that it is not about technology, it's about the people seizing opportunities [such as Fred Terman]." "It's also about an investment in higher education. In the case of UC Berkeley, Californian students were paying $50 per semester in the 60s to study elite level engineering (it was accessible and cheap). It was an escalator of upper mobility [although at the time it was mostly white men.]" "Steve Jobs went to a public school in Silicon Valley in the late 60s that had a computer lab [Steve Jobs' dad did not graduate high school]."
  • (49:00) - On the rise of U.S. regional hubs ("the geography of tech"), and the geopolitical tensions with China.
  • (55:37) - Margaret's favorite books:
    1. In the Shadow of the Poorhouse, by Michael B. Katz (1986)
    2. The Power Broker, by Robert Caro (1974)
  • (57:44) - Who were your mentors, and what did you learn from them?
    1. Michael B. Katz (her graduate advisor).
    2. Bosses in the Clinton Administration.
  • (59:22) - Quotes that she thinks of often, or lives her life by: "The days are long, the years are short."
  • (59:33) - An unusual habit or an absurd thing that she loves: watching TikToks with her daughters.
  • (1:00:36) - The living person she most admires? Her students at UW. Having their college careers upended by the pandemic is no treat. She admires their resiliency. She's bullish on GenZ.

    • Margaret O’Mara is the Howard & Frances Keller Endowed Professor of History at the University of Washington. She writes and teaches about the growth of the high-tech economy, the history of U.S. politics, and the connections between the two.

    You can follow Margaret at the following links:


    Twitter @margaretomara

    LinkedIn https://www.linkedin.com/in/margaretomara/

    Instagram @margaretomara

    Website https://www.margaretomara.com

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    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    ]]>     Margaret O'Mara: "Silicon Valley is a Truly Distinctive American Story." Margaret O'Mara, Evan Epstein 01:03:27 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Margaret O’Mara, the Howard & Frances Keller Endowed Professor of History at the University of Washington. She writes and teaches about the growth of the high-tech economy, the history of U.S. politics, and the connections between the two. In this podcast, we talk about her book “The Code: Silicon Valley and the Remaking of America” (published in 2019). We cover the origin story of the region, startups, the founder narrative, historical figures, culture, venture capital, dual-class shares, and other aspects relevant to corporate governance. Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Margaret O’Mara, the Howard & Frances Keller Endowed Professor of History at the University of Washington. She writes and teaches about the growth of the high-tech economy, the history of U.S. politics, and the connections between the two. In this podcast, we talk about her book “The Code: Silicon Valley and the Remaking of America” (published in 2019). We cover the origin story of the region, startups, the founder narrative, historical figures, culture, venture capital, dual-class shares, and other aspects relevant to corporate governance. meritocracy, fairchild semiconductor, semiconductors, military-industrial-complex, traitorous eight, arthur rock, cold war, bay area, clinton white house, hp, apollo 11, stanford, history, robert noyce, anna lee saxenian, california, university of washington, regional advantages, china, venture capital, immigration, al gore, vc, dwight eisenhower, the code, lockheed martin, dual class shares, steve jobs, silicon valley false full 51     7bd0c30d-0ab5-4151-8386-aa04082365eb David Larcker and Brian Tayan: Seven Myths of ESG.
  • Intro.
  • (2:10) - Start of interview.
  • (2:57) - David's "origin story". He grew up in coal mining town in southern Illinois. He went to college at what is now known as the Missouri University of Science & Technology. He later worked as an engineer and got his PhD in accounting from the U. of Kansas. He was a Professor at Kellogg for about 7 years, at Wharton for about 20 years and he's been a Professor at Stanford's Graduate School of Business since 2005. On how he started working with Brian on corporate governance research through the Corporate Governance Research Initiative.
  • (4:23) - Brian's origin story. He grew up in Menlo Park, went to Princeton for his undergrad, and Stanford for his MBA. Prior to Stanford, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. On how he got matched with David Larcker to launch the corporate governance research initiative.
  • (7:16) - On collaborating with Stanford law school on corporate governance research through the Rock Center for corporate governance.
  • (9:30) - On their book "Corporate Governance Matters." First published in 2011, second edition in 2015 and third edition in 2020.
  • (13:44) - About the origin and structure of the Corporate Governance Research Initiative, which includes a long list of (free) research findings and materials, including their Closer Look Series, Quick Guides & Research Spotlights, Core Concepts, Surveys, Journal Articles, Working Papers, Case Studies and a Glossary of Terms.
  • (17:00) - On their latest article "The Seven Myths of ESG"
  • (18:01) - Myth #1: We agree on the purpose of ESG.
  • (22:52) - Myth #2: ESG is value increasing. ["The evidence is extremely mixed." "We do not know the financial impact of ESG."]
  • (26:46) - Myth #3: We can't tell whether a claimed ESG activity is actually ESG. [the extreme version is "greenwashing."]
  • (30:16) - Myth #4: A company’s ESG agenda is well-defined and board-driven.
  • (34:49) - Myth #5: G (Governance) belongs in ESG.
  • (38:09) - Myth #6: ESG ratings accurately measure ESG quality.
  • (43:52) - Myth #7: Mandatory disclosure will solve the problem.
  • (48:25) - On tying executive compensation with ESG metrics. "There is not as much as you would think (and it's mostly tied to the annual bonus)."
  • (53:13) - Brian's favorite books:
    1. The Bible.
    2. U.S. history, from the founding to the late 1800s.
  • (53:56) - David's favorite books:
    1. The Bible.
    2. Biographies of rock starts and the Grateful Dead.
  • (54:24) - Who were your mentors, and what did you learn from them? For Brian: David Larcker. For David: his father. Also Nick Donatiello.
  • (55:40) - Quotes that you think of often, or live your life by. For Brian: "My dad has always taught me to keep my head on straight and I just kinda go that way." For David: "No matter how smart you think you are, there is going to be someone smarter that will come around" (stay humble).
  • (55:41) - What is an unusual habit or an absurd thing that you love? for David, motorcycles. He rides his Harley.
  • (57:56) - The living person you most admire? Brian: Charlie Munger. David: Elon Musk ("pretty interesting character"), plus Brian!

    • David Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; Director of the Corporate Governance Research Program; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting, examining the choice of performance measures and compensation contracts in organizations. His current research projects address the valuation implications of corporate governance, the impact of proxy advisory firms on shareholder proxy voting, and modeling the cost of executive stock options.

    Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 7 Feb 2022 14:30:00 +0000 evan.epstein@pacificaglobal.com (David Larcker, Brian Tayan, Evan Epstein) https://boardroom-governance.com/episodes/david-larcker-and-brian-tayan-ZbBVuGPt
  • Intro.
  • (2:10) - Start of interview.
  • (2:57) - David's "origin story". He grew up in coal mining town in southern Illinois. He went to college at what is now known as the Missouri University of Science & Technology. He later worked as an engineer and got his PhD in accounting from the U. of Kansas. He was a Professor at Kellogg for about 7 years, at Wharton for about 20 years and he's been a Professor at Stanford's Graduate School of Business since 2005. On how he started working with Brian on corporate governance research through the Corporate Governance Research Initiative.
  • (4:23) - Brian's origin story. He grew up in Menlo Park, went to Princeton for his undergrad, and Stanford for his MBA. Prior to Stanford, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. On how he got matched with David Larcker to launch the corporate governance research initiative.
  • (7:16) - On collaborating with Stanford law school on corporate governance research through the Rock Center for corporate governance.
  • (9:30) - On their book "Corporate Governance Matters." First published in 2011, second edition in 2015 and third edition in 2020.
  • (13:44) - About the origin and structure of the Corporate Governance Research Initiative, which includes a long list of (free) research findings and materials, including their Closer Look Series, Quick Guides & Research Spotlights, Core Concepts, Surveys, Journal Articles, Working Papers, Case Studies and a Glossary of Terms.
  • (17:00) - On their latest article "The Seven Myths of ESG"
  • (18:01) - Myth #1: We agree on the purpose of ESG.
  • (22:52) - Myth #2: ESG is value increasing. ["The evidence is extremely mixed." "We do not know the financial impact of ESG."]
  • (26:46) - Myth #3: We can't tell whether a claimed ESG activity is actually ESG. [the extreme version is "greenwashing."]
  • (30:16) - Myth #4: A company’s ESG agenda is well-defined and board-driven.
  • (34:49) - Myth #5: G (Governance) belongs in ESG.
  • (38:09) - Myth #6: ESG ratings accurately measure ESG quality.
  • (43:52) - Myth #7: Mandatory disclosure will solve the problem.
  • (48:25) - On tying executive compensation with ESG metrics. "There is not as much as you would think (and it's mostly tied to the annual bonus)."
  • (53:13) - Brian's favorite books:
    1. The Bible.
    2. U.S. history, from the founding to the late 1800s.
  • (53:56) - David's favorite books:
    1. The Bible.
    2. Biographies of rock starts and the Grateful Dead.
  • (54:24) - Who were your mentors, and what did you learn from them? For Brian: David Larcker. For David: his father. Also Nick Donatiello.
  • (55:40) - Quotes that you think of often, or live your life by. For Brian: "My dad has always taught me to keep my head on straight and I just kinda go that way." For David: "No matter how smart you think you are, there is going to be someone smarter that will come around" (stay humble).
  • (55:41) - What is an unusual habit or an absurd thing that you love? for David, motorcycles. He rides his Harley.
  • (57:56) - The living person you most admire? Brian: Charlie Munger. David: Elon Musk ("pretty interesting character"), plus Brian!

    • David Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; Director of the Corporate Governance Research Program; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting, examining the choice of performance measures and compensation contracts in organizations. His current research projects address the valuation implications of corporate governance, the impact of proxy advisory firms on shareholder proxy voting, and modeling the cost of executive stock options.

    Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     David Larcker and Brian Tayan: Seven Myths of ESG. David Larcker, Brian Tayan, Evan Epstein 00:59:33 For the 50th episode of this podcast, I’m delighted to feature Professor David Larcker and Brian Tayan from the Stanford Graduate School of Business. David Larcker is the James Irvin Miller Professor of Accounting at the Stanford Graduate School of Business and a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations. Through their research efforts, they strive to engage academics and professionals to bridge the gap between theory and practice, and promote corporate governance as an independent area of teaching and scholarship in business schools worldwide. They are the authors of “Corporate Governance Matters” (3 editions) and “A Real Look at Real World Corporate Governance.” In this podcast, we talk about their latest article entitled “Seven Myths of ESG”, where they set about debunking some of the most common and persistent myths about what ESG is, how it should be implemented and its impact on corporate outcomes, “many of which,” they contend, “are not supported by empirical evidence.” Their objective is to provide a better understanding of ESG so that companies, institutions and regulators can “take a more thoughtful approach to incorporating stakeholder objectives into the corporate planning process.” If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com For the 50th episode of this podcast, I’m delighted to feature Professor David Larcker and Brian Tayan from the Stanford Graduate School of Business. David Larcker is the James Irvin Miller Professor of Accounting at the Stanford Graduate School of Business and a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations. Through their research efforts, they strive to engage academics and professionals to bridge the gap between theory and practice, and promote corporate governance as an independent area of teaching and scholarship in business schools worldwide. They are the authors of “Corporate Governance Matters” (3 editions) and “A Real Look at Real World Corporate Governance.” In this podcast, we talk about their latest article entitled “Seven Myths of ESG”, where they set about debunking some of the most common and persistent myths about what ESG is, how it should be implemented and its impact on corporate outcomes, “many of which,” they contend, “are not supported by empirical evidence.” Their objective is to provide a better understanding of ESG so that companies, institutions and regulators can “take a more thoughtful approach to incorporating stakeholder objectives into the corporate planning process.” If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder capitalism, executive compensation, corporate governance, accounting, stanford graduate school of business, stanford corporate governance research initiative, strategy, mba, environmental social & governance, compensation, stanford gsb, corporate purpose, rock center for corporate governance, shareholder primacy, greenwashing, disclosure, gsb, corporate governance research, esg ratings, esg, stanford cgri false full 50     a44e21cc-3ce0-477f-a1c9-e96aba23de8f Daniel Green: "2021 was an Absolutely Buoyant Year for Latin American Venture-Backed Startups."
  • Intro.
  • (1:40) - Start of interview.
  • (2:34) - Dan's "origin story". He grew up in southern California, did his undergrad at Stanford where he studied international relations. This prompted his quest to do something "cross-border." He did an exchange program in his junior year to Santiago, Chile, where he met his now wife and that planted a seed to do something related to Latin America. After law school he went to London where he practiced with Allen & Overy for 4.5 years. In 2004 he came back to Silicon Valley to practice as a corporate associate at WSGR, where he spent 6 years. At that time, there was not much cross-border work with Latin America, although there were partners focused on China, Israel and India, so the international blueprint was there to start building bridges between Silicon Valley and Latin America. Since then, he has developed his practice (passing through Goodwin Procter and Greenberg Traurig) and now at Gunderson Dettmer where about 80% of his practice is focused on Latin America.
  • (5:53) - Dan's description of Gunderson's Latin America practice: "Fundamentally, we're transactional lawyers that do international cross-border work." Their focus is on venture-backed technology-driven, high growth companies.
  • (10:21) - Why he advises his clients to incorporate in the Cayman Islands. "When we advise clients on a choice of a holding company, it comes down to a mix of investor preferences, tax considerations and administrative aspects." For Latin American companies, there are now three preferred choices: Delaware C-corp, a Cayman Islands company or a UK company. Kaszek Ventures was an early advocate for using a Cayman holding company. "I think we're going to see those 3 structures prevail in the market." Three prominent examples with Cayman holding structures: Nubank (the Brazilian neobank that recently IPOed in the US), Cornershop (a Chilean grocery delivery company that was acquired by Uber) and Kavak (a Mexican used-car online marketplace).
  • (17:26) - On the geopolitical tensions between the US and China, and its implications for the startup ecosystem in Latin America. On the rising investments from China in Latin America and the increasing role and scope of the Committee of Foreign Investment in the US (CFIUS) impacting transactions in the US.
  • (20:39) - On the increasing antitrust pressure from local regulators in Latin America. The example of Cornershop in Mexico and Chile.
  • (23:19) - Dan's overview of entrepreneurship in Latin America. "Brazil is by far the most important market, followed by quite a distant second place from Mexico. Those two markets by themselves dominate the region in terms of capital deployed, number of deals, exits activity, etc." 2021 was a record year for venture activity in the region [$15bn in venture investments]. What's driving this growth? A combination of factors, per Dan: "The pandemic accelerated many changes, all of it boosted by widespread broadband adoption, digitally native people, younger generations, generational shifts in family businesses with decision-makers in their 40s or 30s and a vast under-banked and under-served population." There is also a virtuous cycle with big investors such as Softbank investing in the region ($8bn in two funds focused in Latin America) and other late-stage investors that have increased the cadence and velocity of investments such as Tiger Global. On the corporate governance implications of these investments.
  • (30:22) - On the changing landscape of venture funding  in Latin America: "There is a much richer ecosystem of investors in Latin America, with stronger local investors." The rounds are getting bigger and investments are done at a faster pace. "But the markets will always be cyclical." His take on dual-class shares and other governance structures. "There will be down-rounds or re-caps if we go on down cycles, and these questions may play out in the next decade. We are still in an incipient stage of corporate governance in the region."
  • (39:13) - On SPACs, and how they can impact exit strategies for Latin American companies. "I'm somewhat cautionary and skeptical of this structure, generally." "It doesn't really save that much time, nor much cost." [See Prof. Klausner's latest research on SPACs.]
  • (44:20) - On the role of directors, and diversity on boards. What's the status in Latin America? "It's slowly percolating down in Latin America." "Some of the investors are pushing some ESG standards in their investments, but not so much on gender diversity."
  • (48:28) - On the positive impact in the increase of equity compensation and stock options in Latin American startups ("from top to bottom"). This is a sort of "democracy within the cap table." This is a trend that is starting to become more prevalent in the region.
  • (52:15) - Dan favorite books:
    1. Outliers, by Malcolm Gladwell (2008)
    2. Historical novels and intrigue, such as Red Notice by Bill Browder (2015)
  • (53:27) - Who were your mentors, and what did you learn from them?
    1. Steve Bochner (WSGR)
  • (54:36) - Quotes that he thinks of often, or lives his life by:
    1. "You have brains in your head. You have feet in your shoes. You can steer yourself any direction you choose." Dr. Seuss.
  • (55:41) - An unusual habit that he loves: He likes to collect scorecards from golf courses, he's been doing it since childhood.
  • (57:56) - The living person he most admires: Barack Obama.

    • Dan Green is a Partner and Co-Chair of the Latin America Practice for Gunderson Dettmer, a prominent international law firm headquartered in Silicon Valley. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 31 Jan 2022 14:42:27 +0000 evan.epstein@pacificaglobal.com (Daniel Green, Evan Epstein) https://boardroom-governance.com/episodes/daniel-green-eeeRSPD7
  • Intro.
  • (1:40) - Start of interview.
  • (2:34) - Dan's "origin story". He grew up in southern California, did his undergrad at Stanford where he studied international relations. This prompted his quest to do something "cross-border." He did an exchange program in his junior year to Santiago, Chile, where he met his now wife and that planted a seed to do something related to Latin America. After law school he went to London where he practiced with Allen & Overy for 4.5 years. In 2004 he came back to Silicon Valley to practice as a corporate associate at WSGR, where he spent 6 years. At that time, there was not much cross-border work with Latin America, although there were partners focused on China, Israel and India, so the international blueprint was there to start building bridges between Silicon Valley and Latin America. Since then, he has developed his practice (passing through Goodwin Procter and Greenberg Traurig) and now at Gunderson Dettmer where about 80% of his practice is focused on Latin America.
  • (5:53) - Dan's description of Gunderson's Latin America practice: "Fundamentally, we're transactional lawyers that do international cross-border work." Their focus is on venture-backed technology-driven, high growth companies.
  • (10:21) - Why he advises his clients to incorporate in the Cayman Islands. "When we advise clients on a choice of a holding company, it comes down to a mix of investor preferences, tax considerations and administrative aspects." For Latin American companies, there are now three preferred choices: Delaware C-corp, a Cayman Islands company or a UK company. Kaszek Ventures was an early advocate for using a Cayman holding company. "I think we're going to see those 3 structures prevail in the market." Three prominent examples with Cayman holding structures: Nubank (the Brazilian neobank that recently IPOed in the US), Cornershop (a Chilean grocery delivery company that was acquired by Uber) and Kavak (a Mexican used-car online marketplace).
  • (17:26) - On the geopolitical tensions between the US and China, and its implications for the startup ecosystem in Latin America. On the rising investments from China in Latin America and the increasing role and scope of the Committee of Foreign Investment in the US (CFIUS) impacting transactions in the US.
  • (20:39) - On the increasing antitrust pressure from local regulators in Latin America. The example of Cornershop in Mexico and Chile.
  • (23:19) - Dan's overview of entrepreneurship in Latin America. "Brazil is by far the most important market, followed by quite a distant second place from Mexico. Those two markets by themselves dominate the region in terms of capital deployed, number of deals, exits activity, etc." 2021 was a record year for venture activity in the region [$15bn in venture investments]. What's driving this growth? A combination of factors, per Dan: "The pandemic accelerated many changes, all of it boosted by widespread broadband adoption, digitally native people, younger generations, generational shifts in family businesses with decision-makers in their 40s or 30s and a vast under-banked and under-served population." There is also a virtuous cycle with big investors such as Softbank investing in the region ($8bn in two funds focused in Latin America) and other late-stage investors that have increased the cadence and velocity of investments such as Tiger Global. On the corporate governance implications of these investments.
  • (30:22) - On the changing landscape of venture funding  in Latin America: "There is a much richer ecosystem of investors in Latin America, with stronger local investors." The rounds are getting bigger and investments are done at a faster pace. "But the markets will always be cyclical." His take on dual-class shares and other governance structures. "There will be down-rounds or re-caps if we go on down cycles, and these questions may play out in the next decade. We are still in an incipient stage of corporate governance in the region."
  • (39:13) - On SPACs, and how they can impact exit strategies for Latin American companies. "I'm somewhat cautionary and skeptical of this structure, generally." "It doesn't really save that much time, nor much cost." [See Prof. Klausner's latest research on SPACs.]
  • (44:20) - On the role of directors, and diversity on boards. What's the status in Latin America? "It's slowly percolating down in Latin America." "Some of the investors are pushing some ESG standards in their investments, but not so much on gender diversity."
  • (48:28) - On the positive impact in the increase of equity compensation and stock options in Latin American startups ("from top to bottom"). This is a sort of "democracy within the cap table." This is a trend that is starting to become more prevalent in the region.
  • (52:15) - Dan favorite books:
    1. Outliers, by Malcolm Gladwell (2008)
    2. Historical novels and intrigue, such as Red Notice by Bill Browder (2015)
  • (53:27) - Who were your mentors, and what did you learn from them?
    1. Steve Bochner (WSGR)
  • (54:36) - Quotes that he thinks of often, or lives his life by:
    1. "You have brains in your head. You have feet in your shoes. You can steer yourself any direction you choose." Dr. Seuss.
  • (55:41) - An unusual habit that he loves: He likes to collect scorecards from golf courses, he's been doing it since childhood.
  • (57:56) - The living person he most admires: Barack Obama.

    • Dan Green is a Partner and Co-Chair of the Latin America Practice for Gunderson Dettmer, a prominent international law firm headquartered in Silicon Valley. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

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     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     Daniel Green: "2021 was an Absolutely Buoyant Year for Latin American Venture-Backed Startups." Daniel Green, Evan Epstein 00:59:56 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. I’m happy to launch the 2022 Boardroom Governance podcast season with this episode featuring Dan Green, the Co-Head of the Latin America Practice Group at Gunderson Dettmer, a prominent international law firm headquartered in Silicon Valley. Dan works with emerging growth technology companies and VC funds that invest in them. His practice encompasses all areas of corporate and securities law, including company formation and financing, public offerings, debt transactions, corporate governance and investor-side financings. Recent transactions handled by Dan are some of the most prominent VC financing rounds in Latin America, including those by Kavak, Bitso, NotCo, Konfio, Kueski, Buk, Xepelin and many others, as well as M&A activity by Cornershop, Kavak and other clients. Dan also represents VC firms on their investments from time to time, including Andreessen Horowitz, Founders Fund and ForgePoint Capital. In this podcast, we talk about the current state of entrepreneurship and VC in Latin America, the evolution of funding and exit strategies, in addition to other corporate governance matters relevant to startup founders, investors and directors generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. I’m happy to launch the 2022 Boardroom Governance podcast season with this episode featuring Dan Green, the Co-Head of the Latin America Practice Group at Gunderson Dettmer, a prominent international law firm headquartered in Silicon Valley. Dan works with emerging growth technology companies and VC funds that invest in them. His practice encompasses all areas of corporate and securities law, including company formation and financing, public offerings, debt transactions, corporate governance and investor-side financings. Recent transactions handled by Dan are some of the most prominent VC financing rounds in Latin America, including those by Kavak, Bitso, NotCo, Konfio, Kueski, Buk, Xepelin and many others, as well as M&A activity by Cornershop, Kavak and other clients. Dan also represents VC firms on their investments from time to time, including Andreessen Horowitz, Founders Fund and ForgePoint Capital. In this podcast, we talk about the current state of entrepreneurship and VC in Latin America, the evolution of funding and exit strategies, in addition to other corporate governance matters relevant to startup founders, investors and directors generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com mexico, cfius, corporate governance, latin america, brazil, startups, corporate law, gunderson dettmer, venture capital, law, gunderson, argentina, chile, ipos, cornershop, antitrust, technology, spacs, m&a, colombia, unicorns, cross-border transactions, silicon valley false full 49     ac8469ef-32f1-411b-ac49-77564be23b8f Jackie Cook: On the "Investor Stewardship Movement"
  • Intro.
  • (1:19) - Start of interview.
  • (2:03) - Jackie's "origin story". She grew up in South Africa where she studied psychology and later got her bachelor’s degree in economics and management from Oxford, where she studied as a Rhodes Scholar. Her focus on corporate governance research started in 1998 after taking a research fellowship position at the Center for Business Research at Cambridge University under Professor Simon Deakin, that included a series of reviews of the UK company law.
  • (5:10) - How she continued her corporate governance research from Cambridge to Seattle, where she joined the Corporate Library in 2001.
  • (6:29) - On why she started Fund Votes in 2007, that focused on a new disclosure that had been required by the SEC in 2003 for the first time, on mutual-fund and exchange-traded fund proxy voting data. Her personal interest veered towards the environmental and social issues, where she did some early work with AFLCME and AFL-CIO (labor groups focused on compensation and pay disparity), Ceres (focused on sustainability) and other advocacy groups like IEHN, CPA, and others. She focused on shareholder resolution campaigns using the mutual fund and ETF voting data to evaluate how asset managers were thinking about these longer term ESG matters.
  • (8:35) - On Fund Votes acquisition by Morningstar in 2018. "For a long time Fund Votes was more of a lifestyle company for me, but around 2012 when say-on-pay got mandated by Dodd Frank, the data became more relevant and I invested more time and resources to build the company."
  • (10:13) -Her current focus at Morningstar as Director, Stewardship, Product Strategy & Development, producing some thought leadership with proxy voting data. She worked a lot with Jon Hale, head of sustainability research for the Americas at Morningstar, to integrate the systems and IP that Fund Votes brought into the platform.
  • (12:33) - Her latest article on how Say-on-Pay has failed to rein in CEO compensation, and how it could be used to bind climate targets to executive pay. Say-on-pay is an "untapped source of strategic influence for investors". Two positives from say-on-pay: it created more engagement between companies and investors (shining a light on pay practices), and created "new real estate" in the proxy ballot "and that's valuable."
  • (22:17) - On the rising prominence of ESG in corporate governance. "The big shift has been to realize that the 'E' and the 'S' factors present systemic risks. On climate change, it was the ‘unburnable carbon’ report published by Carbon Tracker (2007) that first put the issue in the mainstream for investors. The Paris Climate Agreement (2015) solidified these systemic risk matters."
  • (26:05) - On the increasing influence and concentration of voting power in a few large asset managers.
  • (29:56) - On the Exxon Mobil Proxy Contest with Engine No.1. and other strategic voting campaigns. "On the Exxon vote, the key was the support of the pension funds. Asset owners move the dial ('they are the real opinion leaders on corporate governance proxy voting'). The asset managers take their cue from asset owners."
  • (31:49) - On the role of insiders and dual-class shares in proxy voting, and "hidden control preventing resolutions from passing". From her article: the 2021 Proxy Voting in 7 Charts. Examples include Larry Ellison (Oracle), Mark Zuckerberg (Meta), Warren Buffett (Berkshire Hathaway), Walmart, Alphabet, Tyson Foods, etc.
  • (36:46) - On the rise of the Investor Stewardship Movement. "How stewardship codes, ordinary investors, investor advocacy organizations and collaborative investor initiatives have become a much more powerful force in the market."
  • (40:43) - On the role of directors, ESG board committees, board composition and diversity.
  • (44:12) - What are the issues to look out for the next Proxy Season in 2022:
    1. There will be a lot of pre-season engagements and perhaps a record proportion of withdrawals. Directors will be busy!
    2. Corporate Lobbying will be under the spotlight.
    3. Climate Target setting (de-carbonation pathways).
    4. Racial equity audits and diversity generally.
    5. Pay.
  • (46:46) - Her favorite books:
    1. To Kill A Mockingbird by Harper Lee (1960)
    2. The Beauty Myth by Naomi Wolf (1990)
    3. Finding Meaning in the Second Half of Life by James Hollis (2005)
  • (47:39) - Her (informal) mentors:
    1. Rommel Roberts, peace activist from South Africa.
    2. Manton Hirst, professor at Rhodes University.
  • (48:47) - Quotes that she thinks of often, or lives her life by:
    1. "Wat jou nie doodmaak nie, maak jou sterker" (what doesn't kill you makes you stronger, in Afrikaans)
    2. "Perfect is the enemy of the good" (perfection is a self-indulgence)
  • (49:52) - An unusual habit that she loves: reading Afrikaans police thrillers (particularly by Deon Meyer).
  • (51:25) - The living person she most admires: Kumi Naidoo (a South African human rights and environmental activist).

    • Jackie Cook is Director, Stewardship, Product Strategy & Development in Sustainalytics’ Stewardship services team at Morningstar. Follow Jackie on Twitter: @FundVotes

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 13 Dec 2021 14:43:54 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Jackie Cook) https://boardroom-governance.com/episodes/jackie-cook-gStXVw9Y
  • Intro.
  • (1:19) - Start of interview.
  • (2:03) - Jackie's "origin story". She grew up in South Africa where she studied psychology and later got her bachelor’s degree in economics and management from Oxford, where she studied as a Rhodes Scholar. Her focus on corporate governance research started in 1998 after taking a research fellowship position at the Center for Business Research at Cambridge University under Professor Simon Deakin, that included a series of reviews of the UK company law.
  • (5:10) - How she continued her corporate governance research from Cambridge to Seattle, where she joined the Corporate Library in 2001.
  • (6:29) - On why she started Fund Votes in 2007, that focused on a new disclosure that had been required by the SEC in 2003 for the first time, on mutual-fund and exchange-traded fund proxy voting data. Her personal interest veered towards the environmental and social issues, where she did some early work with AFLCME and AFL-CIO (labor groups focused on compensation and pay disparity), Ceres (focused on sustainability) and other advocacy groups like IEHN, CPA, and others. She focused on shareholder resolution campaigns using the mutual fund and ETF voting data to evaluate how asset managers were thinking about these longer term ESG matters.
  • (8:35) - On Fund Votes acquisition by Morningstar in 2018. "For a long time Fund Votes was more of a lifestyle company for me, but around 2012 when say-on-pay got mandated by Dodd Frank, the data became more relevant and I invested more time and resources to build the company."
  • (10:13) -Her current focus at Morningstar as Director, Stewardship, Product Strategy & Development, producing some thought leadership with proxy voting data. She worked a lot with Jon Hale, head of sustainability research for the Americas at Morningstar, to integrate the systems and IP that Fund Votes brought into the platform.
  • (12:33) - Her latest article on how Say-on-Pay has failed to rein in CEO compensation, and how it could be used to bind climate targets to executive pay. Say-on-pay is an "untapped source of strategic influence for investors". Two positives from say-on-pay: it created more engagement between companies and investors (shining a light on pay practices), and created "new real estate" in the proxy ballot "and that's valuable."
  • (22:17) - On the rising prominence of ESG in corporate governance. "The big shift has been to realize that the 'E' and the 'S' factors present systemic risks. On climate change, it was the ‘unburnable carbon’ report published by Carbon Tracker (2007) that first put the issue in the mainstream for investors. The Paris Climate Agreement (2015) solidified these systemic risk matters."
  • (26:05) - On the increasing influence and concentration of voting power in a few large asset managers.
  • (29:56) - On the Exxon Mobil Proxy Contest with Engine No.1. and other strategic voting campaigns. "On the Exxon vote, the key was the support of the pension funds. Asset owners move the dial ('they are the real opinion leaders on corporate governance proxy voting'). The asset managers take their cue from asset owners."
  • (31:49) - On the role of insiders and dual-class shares in proxy voting, and "hidden control preventing resolutions from passing". From her article: the 2021 Proxy Voting in 7 Charts. Examples include Larry Ellison (Oracle), Mark Zuckerberg (Meta), Warren Buffett (Berkshire Hathaway), Walmart, Alphabet, Tyson Foods, etc.
  • (36:46) - On the rise of the Investor Stewardship Movement. "How stewardship codes, ordinary investors, investor advocacy organizations and collaborative investor initiatives have become a much more powerful force in the market."
  • (40:43) - On the role of directors, ESG board committees, board composition and diversity.
  • (44:12) - What are the issues to look out for the next Proxy Season in 2022:
    1. There will be a lot of pre-season engagements and perhaps a record proportion of withdrawals. Directors will be busy!
    2. Corporate Lobbying will be under the spotlight.
    3. Climate Target setting (de-carbonation pathways).
    4. Racial equity audits and diversity generally.
    5. Pay.
  • (46:46) - Her favorite books:
    1. To Kill A Mockingbird by Harper Lee (1960)
    2. The Beauty Myth by Naomi Wolf (1990)
    3. Finding Meaning in the Second Half of Life by James Hollis (2005)
  • (47:39) - Her (informal) mentors:
    1. Rommel Roberts, peace activist from South Africa.
    2. Manton Hirst, professor at Rhodes University.
  • (48:47) - Quotes that she thinks of often, or lives her life by:
    1. "Wat jou nie doodmaak nie, maak jou sterker" (what doesn't kill you makes you stronger, in Afrikaans)
    2. "Perfect is the enemy of the good" (perfection is a self-indulgence)
  • (49:52) - An unusual habit that she loves: reading Afrikaans police thrillers (particularly by Deon Meyer).
  • (51:25) - The living person she most admires: Kumi Naidoo (a South African human rights and environmental activist).

    • Jackie Cook is Director, Stewardship, Product Strategy & Development in Sustainalytics’ Stewardship services team at Morningstar. Follow Jackie on Twitter: @FundVotes

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Jackie Cook: On the "Investor Stewardship Movement" Evan Epstein, Jackie Cook 00:53:17 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Jackie Cook, the Director of Stewardship, Product Strategy & Development at Morningstar. Jackie joined Morningstar in October 2018, when Morningstar acquired Fund Votes, a company that she founded in 2007. Fund Votes had been a provider of mutual-fund and exchange-traded fund proxy voting data on corporate resolutions and shareholder proposals across ESG topics. In this podcast, we talk about say-on-pay, exec comp, the rise of investor support for ESG proposals, including the role of large asset managers and investor advocacy groups. We also talk about dual-class shares, the Exxon Mobil and Engine No. 1 proxy contest, shareholder driven climate governance, and what to expect in the next proxy season, among other matters relevant to directors and corporate governance generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Jackie Cook, the Director of Stewardship, Product Strategy & Development at Morningstar. Jackie joined Morningstar in October 2018, when Morningstar acquired Fund Votes, a company that she founded in 2007. Fund Votes had been a provider of mutual-fund and exchange-traded fund proxy voting data on corporate resolutions and shareholder proposals across ESG topics. In this podcast, we talk about say-on-pay, exec comp, the rise of investor support for ESG proposals, including the role of large asset managers and investor advocacy groups. We also talk about dual-class shares, the Exxon Mobil and Engine No. 1 proxy contest, shareholder driven climate governance, and what to expect in the next proxy season, among other matters relevant to directors and corporate governance generally. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com cambridge, institutational investors, say-on-pay, climate change, corporate governance, diversity, dodd frank, board composition, vanguard, fund votes, environmental social & governance, engine no.1, stewardship, pay, carbon tracker, morningstar, south africa, investor stewardship movement, proxy season, climate target setting, blackrock, racial equity audits, oxford, state street global advisors, proxy contests, esg, boardroom diversity, dual class shares false full 48     d615e767-1ad4-443a-b77d-a06c9b75efa4 Aaron Wright: On The Rise of DAOs and Blockchain Governance. (0:00) Intro

    (2:22) Start of interview

    (3:04) Aaron's "origin story". He got interested in Bitcoin early on, and collaborated on the launch of Ethereum. He co-authored a book called The Rule of Code, Blockchain and the Law (2018). He's been constantly playing around with the technology itself and he co-founded OpenLaw, which makes it easy to create legal agreements that work with Ethereum. Most recently he's been spending a lot of time pulling together a bunch of DAOs.

    (5:13) How blockchain can disrupt corporate governance. 

    (6:35) The history of DAOs (6:35). Dan Larimer's Decentralized Autonomous Companies (DACs) article (2013). The concept of DAOs picked up with the Ethereum blockchain. Beyond just corporations, to organizations generally. A lot of people think about blockchain as a system to transfer value in a fast way (~12 mins for Bitcoin and ~12 secs for Ethereum). But beyond this transfer of value, blockchain can also be understood as a system to coordinate disparate people with a set of smart contracts. This allows a new way to structure organizations.

    (12:13) The story of The DAO (2016). "It was pretty revolutionary in terms of its objective." After the project got hacked, it led to "quite a dramatic (governance-related) decision to fork the Ethereum network." For a number of years, people had "PTSDAO", they were afraid of other hacks. "But about 2-2.5 years ago that started to change, PTSDAO began to wear off and developers began to look at this problem again." New DAO platforms and tooling emerged, the most notable example of them was Moloch DAO (it provided grants to Ethereum projects). More innovation followed, and DAOs were capable of not only giving grants but also making investments. "There has been a sort of explosion of DAOs." To put some numbers to it, "In Feb 2019 there was ~$10m in these DAO like structures with ~2,000 users, today depending on the numbers you look at, it's north of $10bn with several hundreds of thousands of users."

    (20:30) His article "The Rise of DAOs: Opportunities and Challenges" (Stanford Journal of Blockchain, Law & Policy, 2021). Questions on legal frameworks for DAOs: partnerships, LLCs, new state DAO LLC laws: Vermont and Wyoming. Unincorporated Non-Profit Associations (UNAs). Wrapped and unwrapped DAOs. How to think about interests in DAOs (securities or something different like member-managed partnerships). Separating economic and governance rights. Are tradable governance rights securities? Grey zone.

    (29:58) His take on The LAO (the DAO that he co-founded focused on venture investments). "This was an effort to reboot the original The DAO concept but in a compliant US law format." It's structured as a Delaware LLC, with changes in its operating agreement that waived fiduciary duties and conflicts of interests. Core decision-making was delegated to a smart contract (code). They pooled capital (in Ether), members were only permitted to purchase up to 9% of the LAO (most purchased between 1-2%). There are about 75 members, scattered around the world, chatting via discord, all decisions are made via blockchain-based voting. "It's created a hive-mind." "Instead of having a few people in charge like in a VC fund, you have a collective group." "The decision-making has been pretty great." "The members of the DAO have been able to move faster than traditional VC funds, generating a higher rate of return (still early so TBD) and better at predicting the future of the market, such as with NFTs." "A network of capital deployers"

    (37:21) On DAOs' decision making (7 day voting period), rough consensus (no quorum requirement) and internal mechanisms. Faster and better decision-making (time will tell if the latter is true). Each member is provided with "ragequit" rights (automatic redemption rights). "[I]t usually happens at the beginning, when they join a DAO and they either don't have the time to participate and they feel they should, or they decide they didn't like the opportunity as much."

    (41:20) - On FlamingoDAO and Non-Fungible Tokens (NFTs). Inside The LAO many members wanted to back NFT projects. A question emerged internally to either invest in the projects or buy the art. They decided to do both. In Oct 2020 Flamingo DAO was born. Now they have 9 different DAOs ("about $200m in ETH has been contributed to these DAOs", over 200 people):

    1. The LAO (VC investments, it can invest in equity or tokens, could lead a round, draft a term sheet, nominate a board member who could be any member of the DAO - it hasn't done so yet). How people can become members (accredited investors).
    2. Flamingo DAO (NFT projects and art). "It started with a contribution of about 6,000 ETH ($6M at the time) and now if new members want to join they are valuing Flamingo DAO's interests at over $1 billion." (in just a year of existence!)
    3. Neptune DAO (DeFi)
    4. Neon DAO (Metaverse). "It was opened up last week, it took 40mins to close. It's a $20 million vehicle." ("that process for a VC fund or hedge fund would take 3-6 months.").
    5. Red DAO (digital fashion)
    6. ReadyPlayer DAO (gaming)
    7. Museo (NFT-native museum, art collection)
    8. Two more in development.

    (52:33) On Sequoia's move to a permanent fund, "[I]t mirrors the structure of our DAO network." The LAO operates like a DAO of DAOs (like Sequoia's permanent fund).

    (53:59) His fascination with DAOs: "a lot of it is corporate governance theory at its core." "Blockchain technology is providing a laboratory to play around and geek out on corporate governance." "Maybe [in a digital world] it's better: 1) to have rough consensus voting instead of quorum voting, 2) to have a broader base of decision makers for investing instead of a few people [like in a traditional VC fund], 3) to have more flexible redemption rights instead of lock-up windows or capital calls, 4) to have people provide more capital upfront, 5) to delegate voting rights to other members (different ways to provide proxy voting).

    (56:49) His favorite books:

    1. Infotopia by Cass Sunstein (2006)
    2. Road to Serfdom by F.A. Hayek (1944)
    3. Fans, Bloggers and Gamers. Exploring Participatory Culture. by Henry Jenkins (2006)
    4. The Wealth of Networks by Yochai Benkler (2006)
    5. Code and Other Laws of Cyberspace by Lawrence Lessig (2000)

    (58:02) - His mentors:

    1. Jimmy Wales (founder of Wikipedia).
    2. Gil Penchina (former CEO of Wikia).
    3. When he was a lawyer in private practice he learned a lot from the litigators and corporate attorneys he worked with.
    4. David Roon (co-founder at OpenLaw, soon to be re-named Tribute Labs)
    5. Brett Frischman (mentored him at Cardozo Law School)

    (1:00:05) An unusual or absurd habit that he loves: loves walking.

    (1:00:30) The living person he most admires: his mother.

    Aaron Wright is an Associate Clinical Professor of Law at Cardozo Law School; Co-Founder at OpenLaw, The LAO, FlamingoDAO.

    You can find him on Twitter @awrigh01

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 8 Nov 2021 14:14:22 +0000 evan.epstein@pacificaglobal.com (Aaron Wright, Evan Epstein) https://boardroom-governance.com/episodes/aaron-wright-txnCqIBN (0:00) Intro

    (2:22) Start of interview

    (3:04) Aaron's "origin story". He got interested in Bitcoin early on, and collaborated on the launch of Ethereum. He co-authored a book called The Rule of Code, Blockchain and the Law (2018). He's been constantly playing around with the technology itself and he co-founded OpenLaw, which makes it easy to create legal agreements that work with Ethereum. Most recently he's been spending a lot of time pulling together a bunch of DAOs.

    (5:13) How blockchain can disrupt corporate governance. 

    (6:35) The history of DAOs (6:35). Dan Larimer's Decentralized Autonomous Companies (DACs) article (2013). The concept of DAOs picked up with the Ethereum blockchain. Beyond just corporations, to organizations generally. A lot of people think about blockchain as a system to transfer value in a fast way (~12 mins for Bitcoin and ~12 secs for Ethereum). But beyond this transfer of value, blockchain can also be understood as a system to coordinate disparate people with a set of smart contracts. This allows a new way to structure organizations.

    (12:13) The story of The DAO (2016). "It was pretty revolutionary in terms of its objective." After the project got hacked, it led to "quite a dramatic (governance-related) decision to fork the Ethereum network." For a number of years, people had "PTSDAO", they were afraid of other hacks. "But about 2-2.5 years ago that started to change, PTSDAO began to wear off and developers began to look at this problem again." New DAO platforms and tooling emerged, the most notable example of them was Moloch DAO (it provided grants to Ethereum projects). More innovation followed, and DAOs were capable of not only giving grants but also making investments. "There has been a sort of explosion of DAOs." To put some numbers to it, "In Feb 2019 there was ~$10m in these DAO like structures with ~2,000 users, today depending on the numbers you look at, it's north of $10bn with several hundreds of thousands of users."

    (20:30) His article "The Rise of DAOs: Opportunities and Challenges" (Stanford Journal of Blockchain, Law & Policy, 2021). Questions on legal frameworks for DAOs: partnerships, LLCs, new state DAO LLC laws: Vermont and Wyoming. Unincorporated Non-Profit Associations (UNAs). Wrapped and unwrapped DAOs. How to think about interests in DAOs (securities or something different like member-managed partnerships). Separating economic and governance rights. Are tradable governance rights securities? Grey zone.

    (29:58) His take on The LAO (the DAO that he co-founded focused on venture investments). "This was an effort to reboot the original The DAO concept but in a compliant US law format." It's structured as a Delaware LLC, with changes in its operating agreement that waived fiduciary duties and conflicts of interests. Core decision-making was delegated to a smart contract (code). They pooled capital (in Ether), members were only permitted to purchase up to 9% of the LAO (most purchased between 1-2%). There are about 75 members, scattered around the world, chatting via discord, all decisions are made via blockchain-based voting. "It's created a hive-mind." "Instead of having a few people in charge like in a VC fund, you have a collective group." "The decision-making has been pretty great." "The members of the DAO have been able to move faster than traditional VC funds, generating a higher rate of return (still early so TBD) and better at predicting the future of the market, such as with NFTs." "A network of capital deployers"

    (37:21) On DAOs' decision making (7 day voting period), rough consensus (no quorum requirement) and internal mechanisms. Faster and better decision-making (time will tell if the latter is true). Each member is provided with "ragequit" rights (automatic redemption rights). "[I]t usually happens at the beginning, when they join a DAO and they either don't have the time to participate and they feel they should, or they decide they didn't like the opportunity as much."

    (41:20) - On FlamingoDAO and Non-Fungible Tokens (NFTs). Inside The LAO many members wanted to back NFT projects. A question emerged internally to either invest in the projects or buy the art. They decided to do both. In Oct 2020 Flamingo DAO was born. Now they have 9 different DAOs ("about $200m in ETH has been contributed to these DAOs", over 200 people):

    1. The LAO (VC investments, it can invest in equity or tokens, could lead a round, draft a term sheet, nominate a board member who could be any member of the DAO - it hasn't done so yet). How people can become members (accredited investors).
    2. Flamingo DAO (NFT projects and art). "It started with a contribution of about 6,000 ETH ($6M at the time) and now if new members want to join they are valuing Flamingo DAO's interests at over $1 billion." (in just a year of existence!)
    3. Neptune DAO (DeFi)
    4. Neon DAO (Metaverse). "It was opened up last week, it took 40mins to close. It's a $20 million vehicle." ("that process for a VC fund or hedge fund would take 3-6 months.").
    5. Red DAO (digital fashion)
    6. ReadyPlayer DAO (gaming)
    7. Museo (NFT-native museum, art collection)
    8. Two more in development.

    (52:33) On Sequoia's move to a permanent fund, "[I]t mirrors the structure of our DAO network." The LAO operates like a DAO of DAOs (like Sequoia's permanent fund).

    (53:59) His fascination with DAOs: "a lot of it is corporate governance theory at its core." "Blockchain technology is providing a laboratory to play around and geek out on corporate governance." "Maybe [in a digital world] it's better: 1) to have rough consensus voting instead of quorum voting, 2) to have a broader base of decision makers for investing instead of a few people [like in a traditional VC fund], 3) to have more flexible redemption rights instead of lock-up windows or capital calls, 4) to have people provide more capital upfront, 5) to delegate voting rights to other members (different ways to provide proxy voting).

    (56:49) His favorite books:

    1. Infotopia by Cass Sunstein (2006)
    2. Road to Serfdom by F.A. Hayek (1944)
    3. Fans, Bloggers and Gamers. Exploring Participatory Culture. by Henry Jenkins (2006)
    4. The Wealth of Networks by Yochai Benkler (2006)
    5. Code and Other Laws of Cyberspace by Lawrence Lessig (2000)

    (58:02) - His mentors:

    1. Jimmy Wales (founder of Wikipedia).
    2. Gil Penchina (former CEO of Wikia).
    3. When he was a lawyer in private practice he learned a lot from the litigators and corporate attorneys he worked with.
    4. David Roon (co-founder at OpenLaw, soon to be re-named Tribute Labs)
    5. Brett Frischman (mentored him at Cardozo Law School)

    (1:00:05) An unusual or absurd habit that he loves: loves walking.

    (1:00:30) The living person he most admires: his mother.

    Aaron Wright is an Associate Clinical Professor of Law at Cardozo Law School; Co-Founder at OpenLaw, The LAO, FlamingoDAO.

    You can find him on Twitter @awrigh01

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Aaron Wright: On The Rise of DAOs and Blockchain Governance. Aaron Wright, Evan Epstein 01:02:04 Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Aaron Wright, an Associate Clinical Professor of Law at Cardozo Law School and Co-founder of OpenLaw. Aaron has extensive experience researching, writing and working with blockchain technology, Ethereum and Decentralized Autonomous Organizations or DAOs. In this podcast, we talk about how blockchain technology could disrupt traditional corporate governance. We specifically talk about DAOs, and his real-world experience with The LAO, Flamingo DAO and other DAOs that he’s involved with focused on venture investing, NFTs, DeFi, the Metaverse, Gaming, Internet Art and other ventures. I loved exploring with Aaron the concept of DAOs and the next frontiers of corporate governance. I thoroughly enjoyed this conversation, and I hope you do too. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Aaron Wright, an Associate Clinical Professor of Law at Cardozo Law School and Co-founder of OpenLaw. Aaron has extensive experience researching, writing and working with blockchain technology, Ethereum and Decentralized Autonomous Organizations or DAOs. In this podcast, we talk about how blockchain technology could disrupt traditional corporate governance. We specifically talk about DAOs, and his real-world experience with The LAO, Flamingo DAO and other DAOs that he’s involved with focused on venture investing, NFTs, DeFi, the Metaverse, Gaming, Internet Art and other ventures. I loved exploring with Aaron the concept of DAOs and the next frontiers of corporate governance. I thoroughly enjoyed this conversation, and I hope you do too. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com smart contracts, decentralized autonomous organizations, thedao, the lao, ethereum, corporate governance, cardozo law school, non fungible tokens, red dao, bitcoin, museo, venture capital, neptune dao, moloch dao, wyoming, wikia, neon dao, sequoia, funds, readyplayer dao, nfts, flamingo dao, ragequit, llcs, vermont, openlaw, daos, boards of directors false full 47     c86d5e89-b9ba-462e-b706-cb73420e1e78 Jeff Thomas: "Private Companies Have Never Had More Options and Better Access to Capital and Liquidity."
  • Intro.
  • (1:22) - Start of interview.
  • (1:51) - Jeff's "origin story". He grew up in Dayton, Ohio. He went to Carnegie Mellon University for undergrad "to study engineering and play football." He graduated with electrical and computer engineering degrees, and took off to Silicon Valley. He first worked in the semiconductor industry with Altera. He later got into financial services, first with Gehrson Lehrman Group, then with SecondMarket (early player in the secondary markets for private shares, later acquired by Nasdaq) and Owler (crowdsourcing data on private companies). He joined Nasdaq in 2014 to help launch the Nasdaq Private Market. In 2016 he got promoted to run the listings team for Nasdaq in the west coast.
  • (4:39) - Jeff's take on Nasdaq's role and vision: "In the last 5-6 years our approach has been to create a lifecycle approach to supporting our corporate clients: 1) Nasdaq Entrepreneurial Center (early stage), 2) Nasdaq Private Market (as companies scale and need to provide liquidity to their shareholders), 3) Listings Business (for companies going public), 4) Once companies are public, we offer a number of products and services to empower their IR, corporate governance and ESG disclosure practices." Beyond this work with corporate clients, Nasdaq also operates exchanges in the US and EU, it has an investment intelligence business (indexes, sell market data) and it's a technology provider to capital markets (including market surveillance technology, AML/KYC solutions, and others).
  • (7:38) - Jeff's take on growth of IPOs during the pandemic (~250 operating companies have gone public in Nasdaq this year) and SPACs (there have been 495 IPOs in 2021 raising ~$138bn). "As a private company you've never had more options and better access to capital and liquidity." Private companies can raise: 1) Late stage venture capital rounds ("there seems to be $100m rounds everyday"), 2) IPOs, 3) SPACs and 4) Direct listings.
  • (10:13) - His take on the impact of government actions on the economy (and how they impact markets). The acceleration of digital transformation during COVID-19.
  • (12:39) - His take on the Nasdaq Private Market (facilitated ~$36 billion in transaction volume for ~500+ private companies) and why they decided to spin-off NPM as s stand-alone company, receiving investments from a group of banks including Citigroup, Goldman Sachs, Morgan Stanley, and SVB Financial Group.
  • (16:05) - The "stay private or go public" decision per Jeff: "It all boils down to the company's goals and objectives in different phases of its lifecycle." Companies go public for a variety of reasons, but some of the primary ones are: 1) to raise capital, 2) to provide liquidity, 3) brand enhancement (prestige) of being a  public company, and 4) to leverage its equity as an acquisition currency.
  • (18:53) - His take on regulatory pressures on private markets (particularly from the SEC, as explained by Commissioner Lee's speech on "Going Dark" and problematic aspects of private markets).
  • (23:24) - On the rise of retail investing and "meme stocks". Zero commissions took down the cost of trading, it made trading more accessible to people. The advent and impact of social media (from social message boards to Reddit). The dissemination of information has changed the nature of trading. The SEC report on equity and options market structure conditions (October 2021).
  • (26:08) - On growth of ESG. "It all starts with the generational shift that is going on, from Baby Boomers to Millennials." "The new generation thinks beyond the bottom line." "People and investors are focusing on non-financial metrics for public companies (more and better disclosures)."
  • (29:52) - History and nature of Nasdaq's Boardroom Diversity Rule (approved by the SEC on August 6, 2021). Standard disclosure matrix and minimum diversity standards (gender and minorities) with long phaseout periods. "We received 200+ comment letters to the rule, 80% was positive. From the 20% that was negative comments, 10% said that we shouldn't implement the rule, and the other 10% said we didn't go far enough."
  • (34:10) - His take on crypto and blockchain technology. "We were thrilled to welcome Coinbase to Nasdaq via their direct listing." "It's really an interesting and dynamic time for the crypto markets." "It's still early innings in terms of the regulatory framework (from SEC and CFTC)." 
  • (36:16) - His favorite books:
    1. How to Win Friends and Influence People by Dale Carnegie (1936)
    2. Genius Makers by Cade Metz (2021)
  • (37:05) - His mentor Bruce Aust (retired Vice Chairman of Nasdaq)
  • (38:29) - On Nasdaq's approach to technology in the boardroom: their board portal Nasdaq Boardvantage, critical for security. The Nasdaq Center for Board Excellence "offers the latest governance insights and actionable intelligence for board members and executives (board evaluations and questionnaires". The topic of ESG is very relevant for boards, and they have an advisory team that consults with boards on ESG, Nasdaq OneReport (to simplify the process of ESG data capture, engagement, oversight, and disclosure).
  • (40:05) - An unusual or absurd habit that he loves: From the book Extreme Ownership (Jocko Willing and Leif Babin): "The first thing I do in the morning is to make my bed." This way everyday you start by accomplishing something.

    • Jeff Thomas is a Senior Vice President of Nasdaq’s Corporate Services business unit. Based in San Francisco, Jeff oversees Nasdaq’s new Listings and Capital Markets businesses. He also oversees business development and relationship management for Nasdaq’s listed companies and Investor Relations Solutions' clients in the Western United States. Previously, he served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to an IPO. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Thu, 28 Oct 2021 13:00:00 +0000 evan.epstein@pacificaglobal.com (Jeff Thomas, Evan Epstein) https://boardroom-governance.com/episodes/jeff-thomas-BAJXBEVY
  • Intro.
  • (1:22) - Start of interview.
  • (1:51) - Jeff's "origin story". He grew up in Dayton, Ohio. He went to Carnegie Mellon University for undergrad "to study engineering and play football." He graduated with electrical and computer engineering degrees, and took off to Silicon Valley. He first worked in the semiconductor industry with Altera. He later got into financial services, first with Gehrson Lehrman Group, then with SecondMarket (early player in the secondary markets for private shares, later acquired by Nasdaq) and Owler (crowdsourcing data on private companies). He joined Nasdaq in 2014 to help launch the Nasdaq Private Market. In 2016 he got promoted to run the listings team for Nasdaq in the west coast.
  • (4:39) - Jeff's take on Nasdaq's role and vision: "In the last 5-6 years our approach has been to create a lifecycle approach to supporting our corporate clients: 1) Nasdaq Entrepreneurial Center (early stage), 2) Nasdaq Private Market (as companies scale and need to provide liquidity to their shareholders), 3) Listings Business (for companies going public), 4) Once companies are public, we offer a number of products and services to empower their IR, corporate governance and ESG disclosure practices." Beyond this work with corporate clients, Nasdaq also operates exchanges in the US and EU, it has an investment intelligence business (indexes, sell market data) and it's a technology provider to capital markets (including market surveillance technology, AML/KYC solutions, and others).
  • (7:38) - Jeff's take on growth of IPOs during the pandemic (~250 operating companies have gone public in Nasdaq this year) and SPACs (there have been 495 IPOs in 2021 raising ~$138bn). "As a private company you've never had more options and better access to capital and liquidity." Private companies can raise: 1) Late stage venture capital rounds ("there seems to be $100m rounds everyday"), 2) IPOs, 3) SPACs and 4) Direct listings.
  • (10:13) - His take on the impact of government actions on the economy (and how they impact markets). The acceleration of digital transformation during COVID-19.
  • (12:39) - His take on the Nasdaq Private Market (facilitated ~$36 billion in transaction volume for ~500+ private companies) and why they decided to spin-off NPM as s stand-alone company, receiving investments from a group of banks including Citigroup, Goldman Sachs, Morgan Stanley, and SVB Financial Group.
  • (16:05) - The "stay private or go public" decision per Jeff: "It all boils down to the company's goals and objectives in different phases of its lifecycle." Companies go public for a variety of reasons, but some of the primary ones are: 1) to raise capital, 2) to provide liquidity, 3) brand enhancement (prestige) of being a  public company, and 4) to leverage its equity as an acquisition currency.
  • (18:53) - His take on regulatory pressures on private markets (particularly from the SEC, as explained by Commissioner Lee's speech on "Going Dark" and problematic aspects of private markets).
  • (23:24) - On the rise of retail investing and "meme stocks". Zero commissions took down the cost of trading, it made trading more accessible to people. The advent and impact of social media (from social message boards to Reddit). The dissemination of information has changed the nature of trading. The SEC report on equity and options market structure conditions (October 2021).
  • (26:08) - On growth of ESG. "It all starts with the generational shift that is going on, from Baby Boomers to Millennials." "The new generation thinks beyond the bottom line." "People and investors are focusing on non-financial metrics for public companies (more and better disclosures)."
  • (29:52) - History and nature of Nasdaq's Boardroom Diversity Rule (approved by the SEC on August 6, 2021). Standard disclosure matrix and minimum diversity standards (gender and minorities) with long phaseout periods. "We received 200+ comment letters to the rule, 80% was positive. From the 20% that was negative comments, 10% said that we shouldn't implement the rule, and the other 10% said we didn't go far enough."
  • (34:10) - His take on crypto and blockchain technology. "We were thrilled to welcome Coinbase to Nasdaq via their direct listing." "It's really an interesting and dynamic time for the crypto markets." "It's still early innings in terms of the regulatory framework (from SEC and CFTC)." 
  • (36:16) - His favorite books:
    1. How to Win Friends and Influence People by Dale Carnegie (1936)
    2. Genius Makers by Cade Metz (2021)
  • (37:05) - His mentor Bruce Aust (retired Vice Chairman of Nasdaq)
  • (38:29) - On Nasdaq's approach to technology in the boardroom: their board portal Nasdaq Boardvantage, critical for security. The Nasdaq Center for Board Excellence "offers the latest governance insights and actionable intelligence for board members and executives (board evaluations and questionnaires". The topic of ESG is very relevant for boards, and they have an advisory team that consults with boards on ESG, Nasdaq OneReport (to simplify the process of ESG data capture, engagement, oversight, and disclosure).
  • (40:05) - An unusual or absurd habit that he loves: From the book Extreme Ownership (Jocko Willing and Leif Babin): "The first thing I do in the morning is to make my bed." This way everyday you start by accomplishing something.

    • Jeff Thomas is a Senior Vice President of Nasdaq’s Corporate Services business unit. Based in San Francisco, Jeff oversees Nasdaq’s new Listings and Capital Markets businesses. He also oversees business development and relationship management for Nasdaq’s listed companies and Investor Relations Solutions' clients in the Western United States. Previously, he served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to an IPO. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Jeff Thomas: "Private Companies Have Never Had More Options and Better Access to Capital and Liquidity." Jeff Thomas, Evan Epstein 00:42:42 In this episode, I talk with Jeff Thomas, SVP and Head of U.S. Western Listings and Capital Markets for Nasdaq. Previously, Jeff served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to IPO. Prior to joining Nasdaq in 2014, Jeff held senior positions at SecondMarket, Gerson Lehrman Group and Altera Corp. He now also sits on the Board of Directors of the Silicon Valley Leadership Group. In this podcast, we talk about current market conditions, IPOs, SPACs, direct listings, venture capital and crypto. We also talk about the growth of private markets, including the story (and spinoff) of the Nasdaq Private Market plus retail investing and "meme stocks". We also discuss the new Nasdaq Boardroom Diversity Rule, ESG and other matters relevant to corporate governance and boards of directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Jeff Thomas, SVP and Head of U.S. Western Listings and Capital Markets for Nasdaq. Previously, Jeff served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to IPO. Prior to joining Nasdaq in 2014, Jeff held senior positions at SecondMarket, Gerson Lehrman Group and Altera Corp. He now also sits on the Board of Directors of the Silicon Valley Leadership Group. In this podcast, we talk about current market conditions, IPOs, SPACs, direct listings, venture capital and crypto. We also talk about the growth of private markets, including the story (and spinoff) of the Nasdaq Private Market plus retail investing and "meme stocks". We also discuss the new Nasdaq Boardroom Diversity Rule, ESG and other matters relevant to corporate governance and boards of directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com direct listings, private markets, corporate governance, npm, nasdaq private market, nasdaq onereport, nasdaq boardroom diversity rule, secondary markets for private shares, nasdaq boardvantage, owler, gehrson lehrman group, bitcoin, altera, venture capital, meme stocks, ipos, aml, kyc, spacs, corpgov, vc, sec, nasdaq entrepreneurial center, crypto, nasdaq, esg, boardroom diversity false full 46     26dc6b3e-0099-4eac-b9ae-85d5527e2dcd Manny Alvarez: On Regulatory Challenges in Fintech, Crypto and Boardroom Diversity
  • Intro.
  • (1:18) - Start of interview.
  • (1:51) - Manny's "origin story". He grew up in Oxnard, CA. He went to Cornell University for undergrad and "that's probably the first time he realized that the rest of the world did not look like Oxnard." His foray into film studies, including at Université de la Sorbonne Nouvelle, also known as Paris III.
  • (8:05) - His decision to go to law school.
  • (9:34) - His start with Sonnenschein Nath & Rosenthal's (now Denton's) SF litigation practice. Later, his experience at the California Department of Justice (Consumer Law Section). His time with the Consumer Financial Protection Bureau (he was an enforcement attorney between 2011-2014). That was his first experience "building something."
  • (14:38) - His time with Affirm (31st employee and first attorney). He was there between 2014 and 2019.
  • (15:19) - His decision to leave Affirm to be appointed as the new Commissioner of the California Department of Business Oversight (now Department of Financial Protection and Innovation). The Department oversees the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issuers of payment instruments and travelers checks, and premium finance companies.
  • (20:30) - His take on "fintech": "A lot of people use this term [fintech] as a noun, but I think of it more as an adjective that describes an ethos that embraces the democratization of financial services." Fintech also encompasses ubiquity ("meeting the customers where they are"), the increased computing decision-making power (larger data-sets), and interoperability.
  • (26:49) - His take on the rise of Buy Now, Pay Later (BNPL). "In the early days of Affirm that term did not even exist, what was used was point of sale."
  • (32:07) - His take on the rise of crypto through a regulatory lens. "Think about functional regulation." e.g. Store of value ≠ money transmission ≠ smart contract features, etc. "It's important to articulate what function you're worried about, define the activity and figure out who has the authority to regulate that specific activity."
  • (37:27) - His take on how some in the private sector have proposed new regulatory frameworks, e.g. Coinbase's "Digital Asset Policy Proposal" or Andreessen Horowitz's "How to Win the Future" housed in their new web3 policy hub: "I think the self-regulatory approach and proposals put forward by private actors is smart and practical." "If for no other reason it forces a conversation between the company and the regulator." "It ought to be adopted by more companies in newly emerging spaces." "It shows a modicum of good faith [and transparency] by companies."
  • (41:39) - On the creation and purpose of UC Hastings Center for Business Law Roundtable on Financial Policy & Regulation.
  • (43:18) - On Board Diversity (California's SB-826, AB-979), Nasdaq Boardroom Diversity Rule.
  • (46:14) - His three favorite books:
    1. One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)
    2. The Sound and the Fury by William Faulkner (1929)
    3. The Invisible Man by Ralph Ellison (1959)
  • (46:47) - His mentors:
    1. His mom, who taught him grit.
    2. Gary Hernandez, former partner at SNR Denton (formerly Sonnenschein)
    3. Paula Boggs, musician and former GC at Starbucks.
  • (49:08) - Quote that he thinks of often, or lives his life by: "I love mankind... it's people I can't stand." (Linus Van Pelt of Peanuts)
  • (49:45) - An unusual or absurd habit that he loves: he wakes up at absurd hours but he relishes those early morning hours.

    • Manny Alvarez is a financial services executive and former regulator committed to increasing access to financial literacy and technology, protecting consumers from harmful practices, and engaging under-served communities. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mon, 18 Oct 2021 13:30:00 +0000 evan.epstein@pacificaglobal.com (Manuel Alvarez, Evan Epstein) https://boardroom-governance.com/episodes/manuel-alvarez-FiJK8pCS
  • Intro.
  • (1:18) - Start of interview.
  • (1:51) - Manny's "origin story". He grew up in Oxnard, CA. He went to Cornell University for undergrad and "that's probably the first time he realized that the rest of the world did not look like Oxnard." His foray into film studies, including at Université de la Sorbonne Nouvelle, also known as Paris III.
  • (8:05) - His decision to go to law school.
  • (9:34) - His start with Sonnenschein Nath & Rosenthal's (now Denton's) SF litigation practice. Later, his experience at the California Department of Justice (Consumer Law Section). His time with the Consumer Financial Protection Bureau (he was an enforcement attorney between 2011-2014). That was his first experience "building something."
  • (14:38) - His time with Affirm (31st employee and first attorney). He was there between 2014 and 2019.
  • (15:19) - His decision to leave Affirm to be appointed as the new Commissioner of the California Department of Business Oversight (now Department of Financial Protection and Innovation). The Department oversees the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issuers of payment instruments and travelers checks, and premium finance companies.
  • (20:30) - His take on "fintech": "A lot of people use this term [fintech] as a noun, but I think of it more as an adjective that describes an ethos that embraces the democratization of financial services." Fintech also encompasses ubiquity ("meeting the customers where they are"), the increased computing decision-making power (larger data-sets), and interoperability.
  • (26:49) - His take on the rise of Buy Now, Pay Later (BNPL). "In the early days of Affirm that term did not even exist, what was used was point of sale."
  • (32:07) - His take on the rise of crypto through a regulatory lens. "Think about functional regulation." e.g. Store of value ≠ money transmission ≠ smart contract features, etc. "It's important to articulate what function you're worried about, define the activity and figure out who has the authority to regulate that specific activity."
  • (37:27) - His take on how some in the private sector have proposed new regulatory frameworks, e.g. Coinbase's "Digital Asset Policy Proposal" or Andreessen Horowitz's "How to Win the Future" housed in their new web3 policy hub: "I think the self-regulatory approach and proposals put forward by private actors is smart and practical." "If for no other reason it forces a conversation between the company and the regulator." "It ought to be adopted by more companies in newly emerging spaces." "It shows a modicum of good faith [and transparency] by companies."
  • (41:39) - On the creation and purpose of UC Hastings Center for Business Law Roundtable on Financial Policy & Regulation.
  • (43:18) - On Board Diversity (California's SB-826, AB-979), Nasdaq Boardroom Diversity Rule.
  • (46:14) - His three favorite books:
    1. One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)
    2. The Sound and the Fury by William Faulkner (1929)
    3. The Invisible Man by Ralph Ellison (1959)
  • (46:47) - His mentors:
    1. His mom, who taught him grit.
    2. Gary Hernandez, former partner at SNR Denton (formerly Sonnenschein)
    3. Paula Boggs, musician and former GC at Starbucks.
  • (49:08) - Quote that he thinks of often, or lives his life by: "I love mankind... it's people I can't stand." (Linus Van Pelt of Peanuts)
  • (49:45) - An unusual or absurd habit that he loves: he wakes up at absurd hours but he relishes those early morning hours.

    • Manny Alvarez is a financial services executive and former regulator committed to increasing access to financial literacy and technology, protecting consumers from harmful practices, and engaging under-served communities. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Manny Alvarez: On Regulatory Challenges in Fintech, Crypto and Boardroom Diversity Manuel Alvarez, Evan Epstein 00:51:40 In this episode, I talk with Manny Alvarez, the Founding Principal at BridgeCounsel Strategies LLC and the former Commissioner of the California Department of Financial Protection and Innovation (DFPI), which broadly regulates the state’s banking and financial-services industry. From 2014 to 2019, Manny served as General Counsel, Chief Compliance Officer, and Corporate Secretary at Affirm, a leading Silicon Valley fintech company. In this podcast, we talk about his personal and professional background, the current regulatory landscape surrounding fintech and crypto, plus boardroom diversity efforts. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Manny Alvarez, the Founding Principal at BridgeCounsel Strategies LLC and the former Commissioner of the California Department of Financial Protection and Innovation (DFPI), which broadly regulates the state’s banking and financial-services industry. From 2014 to 2019, Manny served as General Counsel, Chief Compliance Officer, and Corporate Secretary at Affirm, a leading Silicon Valley fintech company. In this podcast, we talk about his personal and professional background, the current regulatory landscape surrounding fintech and crypto, plus boardroom diversity efforts. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com uc hastings center for business law, ab-979, uc hastings, california department of financial protection and innovation, oxnard, fintech, coinbase, sb-826, dfpi, law school, blockchain, crypto, litigation, andreessen horowitz, nasdaq diversity proposal, boardroom diversity false full 45     861b3676-c382-4d28-9b8e-008b0b798aad Kendrick Nguyen: "There is No Question in my Mind that Retail Capital is Coming to the Private Markets."
  • Intro.
  • (1:11) - Start of interview.
  • (3:04) - Kendrick's "origin story". He was born in Vietnam and grew up in the Bay Area. After law school he worked at Goodwin Procter for a couple of years before taking a position in-house for a large fund-of-funds (Permal Group) in NYC. He then worked at the Stanford Rock Center with Joe Grunfdest.  After Stanford, he joined AngelList as the GC, and launched Republic in 2016.
  • (4:37) - On the origin and mission statement of Republic. In 2016, Reg CF allowed equity crowdfunding from unaccredited investors for the first time. The vision is that "there will be a seismic shift of consumers wanting to be investors." "We call this the ownership economy." "This will become the dominant driving force in changing VC and PE, and broadly speaking, the financial markets in the coming years."
  • (7:58) - The evolution of equity crowdfunding in the last 5 years. "It took the SEC 5 years to increase the cap from $1 million to $5 million in Reg CF, and $75 million in Reg A, effective since March 2021. "The first 5 years was slow, but now Republic has deployed $700 million in capital and much of it (over $600 million) came in the last 18 months."
  • (10:13) - International crowdfunding. The UK allowed equity crowdfunding before the US, it has been a very successful model, the cap is $15 million and there are tax advantages to invest via crowdfunding. "About 20% of all early fundraising in UK tech startups comes from equity crowdfunding."
  • (11:30) - Equity crowdfunding in the U.S. in 2020.
  • (12:28) - Republic's different platforms. "Republic is as much a legal tech company as it is a just a tech company."
  • (14:43) - His take on the evolution and growth of private markets: "There is no question in my mind that retail capital is coming to the private markets." "There will be many changes, mimicking changes in society." "This will give rise to a new multi-trillion market that will probably eclipse the size of VC and PE if you're just looking at tech."
  • (18:17) - How "retail capital" will impact corporate governance (where institutional investors has reigned in both public and private markets). "Private companies will soon have a lot more stakeholders, including thousands investors from the customer base."
  • (21:57) - How will venture capital change with the rise of retail capital. "The very top VCs (those with real value add) will remain important players, but the next cohort of VCs will need to be nimble to adjust to 1) the new forces of retail capital; and 2) other sources of capital that will enter the space." "The flow of capital will be more robust (from retail capital and high net worth capital) and it will challenge the VC market."
  • (26:11) - How will VC-backed companies (or retail-backed companies) change the composition of their board or their corporate governance? "One of the advantages of raising $5 million in crowdfunding from tens of thousands of investors is that it is very founder-friendly, it does not come with a board seat." "It's still very early in the evolution of retail capital to work out these details." "Retail investors (tens of thousands of customers that may only invest $10 or $20 each in the company) may care more about the social narrative, liability or image of the company than their return on investment."
  • (29:00) - Crowdfunding stories from Gumroad (raised $5 million from thousands of investors in 12 hours), Backstage Capital (raised $5m in exchange for 10% of the management fees and carried interest in the VC firm), Bucket List (raised ~$3m from ~30,000 investors), Robot Cache (a gaming company that raised ~$30m in a Reg A fundraising over 2 weeks) in the Republic platform.
  • (31:21) - Some corporate governance implications of having retail investors in the cap table in private companies.
  • (38:13) - How crypto has impacted the fundraising scene. Republic itself has raised ~$70 million since its founding, ~$50 million in equity and about $20 million in a token offering. Since 2018, Republicy Crypto has been on the forefront of the U.S. regulated securities fundraising in the blockchain space.
  • (44:44) - On the governance of Blockchains, could it disrupt corporate governance itself and thoughts on Decentralized Autonomous Organizations ("DAOs"). "[One issue] is that organizations [in my subjective experience] tend to have a group of people that have superior knowledge, dedication and drive [so the idea] of consensus decision-making is challenging. It sounds good in theory but in practice is it compatible with building a complicated organization?" "Institutional investors are still not 100% on board with crypto."
  • (53:05) - A recent book that he recommends: The 15 Commitments of Conscious Leadership (2015), by Jim Dethmer and Diana Chapman.
  • (53:25) - His mentors:
    1. Joe Grundfest, Stanford Law School.
    2. Naval Ravikant, Co-Founder of AngelList.
  • (54:15) - Quote that he thinks of often, or lives his life by: "Happiness is success."
  • (55:35) - An unusual or absurd habit that he loves: Sleeping in sofas, even when there is a comfortable bed!
  • (56:17) - The living person he most admires: there isn't one person (other than his parents). There is something to learn from everyone.

    • Kendrick Nguyen is the Founder and CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 27 Sep 2021 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, kendrick nguyen) https://boardroom-governance.com/episodes/kendrick-nguyen-elW3ojT6
  • Intro.
  • (1:11) - Start of interview.
  • (3:04) - Kendrick's "origin story". He was born in Vietnam and grew up in the Bay Area. After law school he worked at Goodwin Procter for a couple of years before taking a position in-house for a large fund-of-funds (Permal Group) in NYC. He then worked at the Stanford Rock Center with Joe Grunfdest.  After Stanford, he joined AngelList as the GC, and launched Republic in 2016.
  • (4:37) - On the origin and mission statement of Republic. In 2016, Reg CF allowed equity crowdfunding from unaccredited investors for the first time. The vision is that "there will be a seismic shift of consumers wanting to be investors." "We call this the ownership economy." "This will become the dominant driving force in changing VC and PE, and broadly speaking, the financial markets in the coming years."
  • (7:58) - The evolution of equity crowdfunding in the last 5 years. "It took the SEC 5 years to increase the cap from $1 million to $5 million in Reg CF, and $75 million in Reg A, effective since March 2021. "The first 5 years was slow, but now Republic has deployed $700 million in capital and much of it (over $600 million) came in the last 18 months."
  • (10:13) - International crowdfunding. The UK allowed equity crowdfunding before the US, it has been a very successful model, the cap is $15 million and there are tax advantages to invest via crowdfunding. "About 20% of all early fundraising in UK tech startups comes from equity crowdfunding."
  • (11:30) - Equity crowdfunding in the U.S. in 2020.
  • (12:28) - Republic's different platforms. "Republic is as much a legal tech company as it is a just a tech company."
  • (14:43) - His take on the evolution and growth of private markets: "There is no question in my mind that retail capital is coming to the private markets." "There will be many changes, mimicking changes in society." "This will give rise to a new multi-trillion market that will probably eclipse the size of VC and PE if you're just looking at tech."
  • (18:17) - How "retail capital" will impact corporate governance (where institutional investors has reigned in both public and private markets). "Private companies will soon have a lot more stakeholders, including thousands investors from the customer base."
  • (21:57) - How will venture capital change with the rise of retail capital. "The very top VCs (those with real value add) will remain important players, but the next cohort of VCs will need to be nimble to adjust to 1) the new forces of retail capital; and 2) other sources of capital that will enter the space." "The flow of capital will be more robust (from retail capital and high net worth capital) and it will challenge the VC market."
  • (26:11) - How will VC-backed companies (or retail-backed companies) change the composition of their board or their corporate governance? "One of the advantages of raising $5 million in crowdfunding from tens of thousands of investors is that it is very founder-friendly, it does not come with a board seat." "It's still very early in the evolution of retail capital to work out these details." "Retail investors (tens of thousands of customers that may only invest $10 or $20 each in the company) may care more about the social narrative, liability or image of the company than their return on investment."
  • (29:00) - Crowdfunding stories from Gumroad (raised $5 million from thousands of investors in 12 hours), Backstage Capital (raised $5m in exchange for 10% of the management fees and carried interest in the VC firm), Bucket List (raised ~$3m from ~30,000 investors), Robot Cache (a gaming company that raised ~$30m in a Reg A fundraising over 2 weeks) in the Republic platform.
  • (31:21) - Some corporate governance implications of having retail investors in the cap table in private companies.
  • (38:13) - How crypto has impacted the fundraising scene. Republic itself has raised ~$70 million since its founding, ~$50 million in equity and about $20 million in a token offering. Since 2018, Republicy Crypto has been on the forefront of the U.S. regulated securities fundraising in the blockchain space.
  • (44:44) - On the governance of Blockchains, could it disrupt corporate governance itself and thoughts on Decentralized Autonomous Organizations ("DAOs"). "[One issue] is that organizations [in my subjective experience] tend to have a group of people that have superior knowledge, dedication and drive [so the idea] of consensus decision-making is challenging. It sounds good in theory but in practice is it compatible with building a complicated organization?" "Institutional investors are still not 100% on board with crypto."
  • (53:05) - A recent book that he recommends: The 15 Commitments of Conscious Leadership (2015), by Jim Dethmer and Diana Chapman.
  • (53:25) - His mentors:
    1. Joe Grundfest, Stanford Law School.
    2. Naval Ravikant, Co-Founder of AngelList.
  • (54:15) - Quote that he thinks of often, or lives his life by: "Happiness is success."
  • (55:35) - An unusual or absurd habit that he loves: Sleeping in sofas, even when there is a comfortable bed!
  • (56:17) - The living person he most admires: there isn't one person (other than his parents). There is something to learn from everyone.

    • Kendrick Nguyen is the Founder and CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Kendrick Nguyen: "There is No Question in my Mind that Retail Capital is Coming to the Private Markets." Evan Epstein, kendrick nguyen 00:58:33 In this episode, I talk with Kendrick Nguyen, the founder & CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto. We discuss the origin and current focus of Republic, the state of crowdfunding, VC and crypto, and how private markets have evolved in the last five years. We also talk about the rise of “retail capitalism”, blockchain technology, decentralized autonomous organizations ("DAOs"), and the corporate governance implications of all these changes. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Kendrick Nguyen, the founder & CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto. We discuss the origin and current focus of Republic, the state of crowdfunding, VC and crypto, and how private markets have evolved in the last five years. We also talk about the rise of “retail capitalism”, blockchain technology, decentralized autonomous organizations ("DAOs"), and the corporate governance implications of all these changes. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com conflicts of interest, decentralized autonomous organizations, angellist, private markets, reg a, private equity, republic, board diversity, board of directors, board composition, startups, crowdfunding, naval ravikant, venture capital, reg cf, ownership economy, startup governance, vc, blockchain, sec, independent directors, crypto, retail capital, daos false full 44     5aea5220-05e5-40fe-beba-502afc6a52cb Abe Friedman: "Investors Don't Care As Much About The Messenger As They Do About The Message."
  • Intro.
  • (1:30) - Start of interview.
  • (2:12) - Abe's "origin story". He grew up in L.A and moved up to the Bay Area where he attended Berkeley for college and law school. After law school he went to Seattle and worked in-house for US West Communications (now Qwest Corporation). Back in northern California he joined another telecom before joining the founding team at Glass Lewis in 2003 ("the market was ripe for disruption").
  • (5:37) - His time as the Global Head of Corporate Governance at Barclays Global Investors (2005-2009).
  • (7:38) - His time as the Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock (2009-2011). "The focus and attention to corporate governance was ramping up at that time and BlackRock was an incredible spot to be in a moment of so much change in the space."
  • (9:39) - On why he decided to start Camberview Partners in 2012. "Most of the people thought I was crazy. It was a big decision to take that leap." "Maybe the hardest decision that I've had to make professionally but probably the best decision in terms of what it has created in the market."
  • (11:45) - He started the firm because he believed that they were at a moment in the evolution of governance where companies would have to care a lot more about the institutions and people voting their shares. Two drivers: Say-on-Pay (after Dodd-Frank) and the rise of Shareholder Activism. Companies were not doing much engagement with voting teams at the big institutional investors. They needed better advice.
  • (19:38) - On the rise of institutional investors and their growing influence in corporate governance.
  • (24:28) - On the rise of stakeholder capitalism and ESG. "I think it's definitely here to stay."
  • (26:53) - The current state of play in shareholder activism.
  • (31:20) - Two issues to consider in the current market:
    1. "It's very common for public companies to underestimate the extent to which investors don't care so much about the messenger as they do about the message. They care about the substance."
    2. "The need for companies to change how they manage their IR strategy has never been stronger."  "Most companies are still operating in an old and outdated IR model [still tailored mostly to fundamental investors, when it should address a much broader set of constituencies]."
  • (36:53) - On board diversity and social changes. "This has impacted the investor dialogue, including human capital management."
  • (41:42) - On the rise of private markets and startup governance issues. How PJT Partners has allowed them to expand their governance footprint beyond only voting (in public companies). Now they tap all investor issues (their team has about ~70 people now).
  • (47:28) - The books that have greatly influenced his life:
    1. Crossing to Safety (1987), by Wallace Stegner.
    2. The Return of Martin Guerre (1983), by Natalie Zemon Davis.
  • (48:48) - His mentors: his scout master (Marty Burger), his grandmother, and his former his boss at BGI (Naozer Dadachanji, who became a board member and investor in Camberview Partners).
  • (51:42) - Quote that he thinks of often, or lives his life by: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." (Martin Luther King).
  • (52:54) - An unusual or absurd habit that he loves: family tradition of watching "the price is right" (while they're home sick).
  • (53:35) - His time as Mayor of the City of Piedmont.
  • (55:06) - The living person he most admires: his wife.

    • Abe M. Friedman is a Partner and Head of PJT Camberview, based in San Francisco. Mr. Friedman joined PJT Partners through the acquisition of CamberView Partners in 2018. Mr. Friedman founded CamberView in 2012 and served as its Chief Executive Officer through 2018. Before founding CamberView, Mr. Friedman was Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock. Prior to that role, he served in leadership positions, including Global Head of Corporate Governance, at Barclays Global Investors from 2005 until the company merged with BlackRock in 2009. In 2003, Mr. Friedman helped found Glass, Lewis & Co. and served as Chief Policy Officer and General Counsel. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 13 Sep 2021 13:22:59 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Abe Friedman) https://boardroom-governance.com/episodes/abe-friedman-g7IRlfPc
  • Intro.
  • (1:30) - Start of interview.
  • (2:12) - Abe's "origin story". He grew up in L.A and moved up to the Bay Area where he attended Berkeley for college and law school. After law school he went to Seattle and worked in-house for US West Communications (now Qwest Corporation). Back in northern California he joined another telecom before joining the founding team at Glass Lewis in 2003 ("the market was ripe for disruption").
  • (5:37) - His time as the Global Head of Corporate Governance at Barclays Global Investors (2005-2009).
  • (7:38) - His time as the Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock (2009-2011). "The focus and attention to corporate governance was ramping up at that time and BlackRock was an incredible spot to be in a moment of so much change in the space."
  • (9:39) - On why he decided to start Camberview Partners in 2012. "Most of the people thought I was crazy. It was a big decision to take that leap." "Maybe the hardest decision that I've had to make professionally but probably the best decision in terms of what it has created in the market."
  • (11:45) - He started the firm because he believed that they were at a moment in the evolution of governance where companies would have to care a lot more about the institutions and people voting their shares. Two drivers: Say-on-Pay (after Dodd-Frank) and the rise of Shareholder Activism. Companies were not doing much engagement with voting teams at the big institutional investors. They needed better advice.
  • (19:38) - On the rise of institutional investors and their growing influence in corporate governance.
  • (24:28) - On the rise of stakeholder capitalism and ESG. "I think it's definitely here to stay."
  • (26:53) - The current state of play in shareholder activism.
  • (31:20) - Two issues to consider in the current market:
    1. "It's very common for public companies to underestimate the extent to which investors don't care so much about the messenger as they do about the message. They care about the substance."
    2. "The need for companies to change how they manage their IR strategy has never been stronger."  "Most companies are still operating in an old and outdated IR model [still tailored mostly to fundamental investors, when it should address a much broader set of constituencies]."
  • (36:53) - On board diversity and social changes. "This has impacted the investor dialogue, including human capital management."
  • (41:42) - On the rise of private markets and startup governance issues. How PJT Partners has allowed them to expand their governance footprint beyond only voting (in public companies). Now they tap all investor issues (their team has about ~70 people now).
  • (47:28) - The books that have greatly influenced his life:
    1. Crossing to Safety (1987), by Wallace Stegner.
    2. The Return of Martin Guerre (1983), by Natalie Zemon Davis.
  • (48:48) - His mentors: his scout master (Marty Burger), his grandmother, and his former his boss at BGI (Naozer Dadachanji, who became a board member and investor in Camberview Partners).
  • (51:42) - Quote that he thinks of often, or lives his life by: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." (Martin Luther King).
  • (52:54) - An unusual or absurd habit that he loves: family tradition of watching "the price is right" (while they're home sick).
  • (53:35) - His time as Mayor of the City of Piedmont.
  • (55:06) - The living person he most admires: his wife.

    • Abe M. Friedman is a Partner and Head of PJT Camberview, based in San Francisco. Mr. Friedman joined PJT Partners through the acquisition of CamberView Partners in 2018. Mr. Friedman founded CamberView in 2012 and served as its Chief Executive Officer through 2018. Before founding CamberView, Mr. Friedman was Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock. Prior to that role, he served in leadership positions, including Global Head of Corporate Governance, at Barclays Global Investors from 2005 until the company merged with BlackRock in 2009. In 2003, Mr. Friedman helped found Glass, Lewis & Co. and served as Chief Policy Officer and General Counsel. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Abe Friedman: "Investors Don't Care As Much About The Messenger As They Do About The Message." Evan Epstein, Abe Friedman 00:56:50 In this episode, I talk with Abe M. Friedman, a Partner and Head of PJT Camberview, a leading shareholder advisory firm based in San Francisco. Abe joined PJT Partners through the acquisition of CamberView Partners in 2018. Abe founded CamberView in 2012 and served as its CEO through 2018. Before founding CamberView, Abe was Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock. Prior to that role, he served in leadership positions, including Global Head of Corporate Governance, at Barclays Global Investors from 2005 until the company merged with BlackRock in 2009. In 2003, Mr. Friedman helped found Glass, Lewis & Co. and served as Chief Policy Officer and General Counsel. In this podcast, we talk about his entrepreneurial journey in corporate governance, the shift in the role of institutional investors and the state of play in shareholder activism. We also discuss the past proxy season, ESG, say-on-pay and regulations on climate and human capital management. We also discuss some of the governance challenges of private tech companies, the rise of private markets and much more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Abe M. Friedman, a Partner and Head of PJT Camberview, a leading shareholder advisory firm based in San Francisco. Abe joined PJT Partners through the acquisition of CamberView Partners in 2018. Abe founded CamberView in 2012 and served as its CEO through 2018. Before founding CamberView, Abe was Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock. Prior to that role, he served in leadership positions, including Global Head of Corporate Governance, at Barclays Global Investors from 2005 until the company merged with BlackRock in 2009. In 2003, Mr. Friedman helped found Glass, Lewis & Co. and served as Chief Policy Officer and General Counsel. In this podcast, we talk about his entrepreneurial journey in corporate governance, the shift in the role of institutional investors and the state of play in shareholder activism. We also discuss the past proxy season, ESG, say-on-pay and regulations on climate and human capital management. We also discuss some of the governance challenges of private tech companies, the rise of private markets and much more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com institutational investors, corporate governance, pjt camberview, pjt partners, environmental social & governance, investor relations, barclays global investors, bgi, say on pay, proxy season, glass lewis, proxy fights, blackrock, ir, proxy contests, esg, boards of directors false full 43     b0fc3a30-d6fb-4bc8-8bc2-ef5461357506 Priya Cherian Huskins: On SPACs, D&O Insurance and Federal Forum Charter Provisions.
  • Intro.
  • (1:24) - Start of interview.
  • (1:54) - Priya's "origin story". She was born in India and grew up in Louisville, Kentucky. She went to Harvard college and studied law at Chicago Law School. After graduation she clerked for Judge Frank Magill (U.S. Court of Appeals for the Eighth Circuit, in North Dakota). She later joined WSGR as a corporate securities attorney during the dot com boom in Silicon Valley. In 2003, she joined Woodruff Sawyer to specialize in D&O insurance.
  • (5:42) - On why she joined Woodruff Sawyer in 2003.
  • (8:44) - On her experience joining the board of directors of public companies such as Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I (a SPAC).
  • (11:26) - Priya's take on the evolution of the D&O insurance market since she started working in this industry in 2003. Current costs for IPOs, and SPACs ("the cost has gone up 4-5x in the last year or two").
  • (16:58) - Her response to the increasing cost of D&O insurance (particularly for public offerings).
  • (19:51) - On D&O insurance for private companies: "There is a cohort of carriers that will underwrite D&O insurance for smaller private companies almost on a fully automated basis, but firms come to see us when they reach ~$100 million in revenues (or typically at or after series C and D VC financings)." "Private companies do need D&O insurance, particularly if they want to attract good directors. It's important to highlight that private companies are also subject to the fraud provisions of the federal securities laws." [Note: last week, the Department of Justice announced the arrest of Manish Lachwani, co-founder and former CEO of HeadSpin Inc., a Silicon Valley-based private technology company, on charges of securities fraud and wire fraud perpetrated to raise money from investors. The SEC separately charged Lachwani with defrauding investors.] Litigation risks arise both from public enforcement (such as from the DOJ and SEC) and private enforcement (such as from shareholder litigation).
  • (24:11) - Her take when a wealthy individual, not D&O insurance, indemnifies directors (a la Elon Musk). "It happens more in private companies than in public companies."
  • (27:44) - Her take on the evolving litigation risks with SPACs (from regulators and plaintiff attorneys). "The SEC has been abundantly clear that they expect directors and officers of SPACs to do a lot of diligence." She highlights the SEC enforcement action in Ability Inc (2019). The number of securities class actions in SPACs is also on the rise. "There have been around ~110 De-SPAC transactions, and about 17% of them have been sued ["that seems high until you note that about 27% of the IPO cohort of 2018 has been sued."] There is also new litigation such as the complaint against Bill Ackman's SPAC alleging violations against the Investment Company Act of 1940 and the Investment Adviser Act of 1940, to which a group of over 60 law firms have responded ("[these complaints] are highly opportunistic, there is no question in my mind that they are hoping for a quick settlement to setup a cottage industry, and I sincerely hope that doesn't happen.")
  • (35:40) - Her story on the Sciabacucchi case, Federal Forum Charter provisions and what's the latest on this front ("very few IPO claims were filed in state courts in 2021: only foreign filers or some that didn't get the memo to include federal forum charter provisions"). "This is the most important thing that [I've ever done] for corporate America."
  • (44:07) - The books that have greatly influenced her life:
    1. Born to Run (2009), by Christopher McDougall.
    2. The Obstacle is the Way (2014), by Ryan Holiday.
  • (47:34) - Her mentors: she would like to particularly mention her partner at Woodruff Sawyer: Denise Amantea.
  • (49:13) - Quote that she thinks of often, or lives her life by:
    1. "If you're not humble, life will visit humbleness upon you" (Mike Tyson).
    2. "Pride goes before the fall" (favorite of her mom)
  • (50:15) - An unusual or absurd habit that she loves: watching Alaskan sled dog racing!
  • (51:11) - The living person she most admires: her parents.

    • Priya Cherian Huskins is a partner and board member at Woodruff Sawyer, a commercial insurance brokerage. She is a leading expert on D&O insurance. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation,  NMI Holdings,  and Anzu Special Acquisition Corp I.  

    She can be reached via email at Priya@woodruffsawyer.com. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 7 Sep 2021 13:22:48 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Priya Cherian Huskins) https://boardroom-governance.com/episodes/priya-cherian-huskins-_CyMF_Z5
  • Intro.
  • (1:24) - Start of interview.
  • (1:54) - Priya's "origin story". She was born in India and grew up in Louisville, Kentucky. She went to Harvard college and studied law at Chicago Law School. After graduation she clerked for Judge Frank Magill (U.S. Court of Appeals for the Eighth Circuit, in North Dakota). She later joined WSGR as a corporate securities attorney during the dot com boom in Silicon Valley. In 2003, she joined Woodruff Sawyer to specialize in D&O insurance.
  • (5:42) - On why she joined Woodruff Sawyer in 2003.
  • (8:44) - On her experience joining the board of directors of public companies such as Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I (a SPAC).
  • (11:26) - Priya's take on the evolution of the D&O insurance market since she started working in this industry in 2003. Current costs for IPOs, and SPACs ("the cost has gone up 4-5x in the last year or two").
  • (16:58) - Her response to the increasing cost of D&O insurance (particularly for public offerings).
  • (19:51) - On D&O insurance for private companies: "There is a cohort of carriers that will underwrite D&O insurance for smaller private companies almost on a fully automated basis, but firms come to see us when they reach ~$100 million in revenues (or typically at or after series C and D VC financings)." "Private companies do need D&O insurance, particularly if they want to attract good directors. It's important to highlight that private companies are also subject to the fraud provisions of the federal securities laws." [Note: last week, the Department of Justice announced the arrest of Manish Lachwani, co-founder and former CEO of HeadSpin Inc., a Silicon Valley-based private technology company, on charges of securities fraud and wire fraud perpetrated to raise money from investors. The SEC separately charged Lachwani with defrauding investors.] Litigation risks arise both from public enforcement (such as from the DOJ and SEC) and private enforcement (such as from shareholder litigation).
  • (24:11) - Her take when a wealthy individual, not D&O insurance, indemnifies directors (a la Elon Musk). "It happens more in private companies than in public companies."
  • (27:44) - Her take on the evolving litigation risks with SPACs (from regulators and plaintiff attorneys). "The SEC has been abundantly clear that they expect directors and officers of SPACs to do a lot of diligence." She highlights the SEC enforcement action in Ability Inc (2019). The number of securities class actions in SPACs is also on the rise. "There have been around ~110 De-SPAC transactions, and about 17% of them have been sued ["that seems high until you note that about 27% of the IPO cohort of 2018 has been sued."] There is also new litigation such as the complaint against Bill Ackman's SPAC alleging violations against the Investment Company Act of 1940 and the Investment Adviser Act of 1940, to which a group of over 60 law firms have responded ("[these complaints] are highly opportunistic, there is no question in my mind that they are hoping for a quick settlement to setup a cottage industry, and I sincerely hope that doesn't happen.")
  • (35:40) - Her story on the Sciabacucchi case, Federal Forum Charter provisions and what's the latest on this front ("very few IPO claims were filed in state courts in 2021: only foreign filers or some that didn't get the memo to include federal forum charter provisions"). "This is the most important thing that [I've ever done] for corporate America."
  • (44:07) - The books that have greatly influenced her life:
    1. Born to Run (2009), by Christopher McDougall.
    2. The Obstacle is the Way (2014), by Ryan Holiday.
  • (47:34) - Her mentors: she would like to particularly mention her partner at Woodruff Sawyer: Denise Amantea.
  • (49:13) - Quote that she thinks of often, or lives her life by:
    1. "If you're not humble, life will visit humbleness upon you" (Mike Tyson).
    2. "Pride goes before the fall" (favorite of her mom)
  • (50:15) - An unusual or absurd habit that she loves: watching Alaskan sled dog racing!
  • (51:11) - The living person she most admires: her parents.

    • Priya Cherian Huskins is a partner and board member at Woodruff Sawyer, a commercial insurance brokerage. She is a leading expert on D&O insurance. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation,  NMI Holdings,  and Anzu Special Acquisition Corp I.  

    She can be reached via email at Priya@woodruffsawyer.com. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Priya Cherian Huskins: On SPACs, D&O Insurance and Federal Forum Charter Provisions. Evan Epstein, Priya Cherian Huskins 00:54:08 In this episode, I talk with Priya Cherian Huskins, a leading expert on D&O insurance and a partner at Woodruff Sawyer, a 103-year-old commercial insurance brokerage. Priya has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation, (NYSE: O), NMI Holdings, Inc. (Nasdaq: NMIH), and Anzu Special Acquisition Corp I (Nasdaq: ANZU). She also serves on the advisory board of the Stanford Rock Center for Corporate Governance. In this podcast, we talk about the current state of D&O insurance in both public and private companies, SPACs related litigation and the backstory on federal forum charter provisions (where she had a leading role). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Priya Cherian Huskins, a leading expert on D&O insurance and a partner at Woodruff Sawyer, a 103-year-old commercial insurance brokerage. Priya has an impressive list of publications, speaking engagements, and awards for her influence and expertise in the industry. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation, (NYSE: O), NMI Holdings, Inc. (Nasdaq: NMIH), and Anzu Special Acquisition Corp I (Nasdaq: ANZU). She also serves on the advisory board of the Stanford Rock Center for Corporate Governance. In this podcast, we talk about the current state of D&O insurance in both public and private companies, SPACs related litigation and the backstory on federal forum charter provisions (where she had a leading role). If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com d&o insurance, corporate governance, special purpose acquisition companies, d&o, wilson sonsini, directors & officers insurance, sciabacucchi, wsgr, derivative actions, sarbannes-oxley, director liability, spacs, federal forum charter provisions, m&a, securities class actions, woodruff sawyer, litigation, sox false full 42     ad63e81d-5180-4daa-9571-6b24e9a05459 Maureen Farrell: "The Cult of We", WeWork, and Startup Governance Shortcomings.
  • Intro.
  • (1:25) - Start of interview.
  • (2:14) - Maureen's "origin story".
  • (3:00) - Why she focused on WeWork as the subject of her book "The Cult of We" with her WSJ colleague Eliot Brown. She took over the IPO beat at the WSJ in 2016, "when there were almost no IPOs." Tech companies were staying private for longer with a ton of capital flowing into the private markets. That's when she started following high flying unicorns such as Uber, Airbnb, Lyft and WeWork. "But I always heard things that were a little crazier about WeWork, a little more confusing, a lot of crazy stories about Adam Neumann, so it was always high in my radar, and then in 2019 came the IPO that wasn't."
  • (4:39) - Discussion around the concept of "growth at all costs." "It's the driver of this story."
  • (7:23) - Discussion around the concept of "the cult of the founder." How Adam Neumann was able to cash out around ~$500 million throughout the financing rounds (pre-exit), in addition to getting another ~$500 million in loans from banks. Her original article from July of 2019 uncovering "how Adam Neumann cashed out at least ~$700 million in sales and loans (from JPM, Credit Suisse and UBS)."
  • (13:21) - The unusual co-founder arrangement between Adam Neumann (getting 83%) and Miguel McKelvey via WeHoldings LLC.
  • (14:59) - Discussion around the ethos of Silicon Valley, culture mantra, corporate purpose, mission statements such as WeWork's "to elevate the world's consciousness", sustainability and ESG, and how WeWork co-opted many of these concepts.
  • (19:33) - Discussion around the failure of gatekeepers and how mutual funds (such as T Rowe Price and Fidelity) and other sophisticated investors had FOMO and "aped" into WeWork at record high valuations.
  • (23:52) - Discussion around Masoyoshi Son, Softbank's Vision Fund and how Masa invested and influenced the outcome of Adam Neumann and WeWork.
  • (23:33) - How she and her co-author came up with a shorthand to think about Adam Neumann: a magician.
  • (26:28) - Discussion around the board of directors of WeWork.
  • (30:28) - Discussion around dual-class share structures and founder control. How WeWork's IPO decision was a way to clean up the company's corporate governance.
  • (36:49) - WeWork's failed IPO, the fall of Adam Neumann (walking away with ~$2 billion...). Litigation outcome and Adam's current status.
  • (43:31) - The books that have greatly influenced her life:
    1. The Bridge of San Luis Rey (1927), by Thornton Wilder.
    2. Say Nothing (2018), by Patrick Radden Keefe.
    3. Bad Blood (2018), by John Carreyrou.
  • (47:46) - Her mentors: "In terms of journalism, it's important to have mentors but you also need to forge bonds with peers who can also become lifelong mentors."
  • (49:15) - An unusual or absurd habit that she loves: watching bad TV with her daughters! (Hey Dude, Nickelodeon).
  • (49:57) - The living person she most admires: (politics aside) Jimmy Carter.
  • (52:14) - The WeWork movie (Jared Leto and Anne Hathaway will play Adam Neumann and Rebecca Neumann)

    • Maureen Farrell is one of the co-authors of the bestselling book "The Cult of We: WeWork, Adam Neumann and the Great Startup Delusion", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket.

    She can be reached via email at Maureen.Farrell@wsj.com. Follow her on Twitter: @Maureenmfarrell.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 23 Aug 2021 13:30:00 +0000 evan.epstein@pacificaglobal.com (Maureen Farrell, Evan Epstein) https://boardroom-governance.com/episodes/maureen-farrell-55HEf8YS
  • Intro.
  • (1:25) - Start of interview.
  • (2:14) - Maureen's "origin story".
  • (3:00) - Why she focused on WeWork as the subject of her book "The Cult of We" with her WSJ colleague Eliot Brown. She took over the IPO beat at the WSJ in 2016, "when there were almost no IPOs." Tech companies were staying private for longer with a ton of capital flowing into the private markets. That's when she started following high flying unicorns such as Uber, Airbnb, Lyft and WeWork. "But I always heard things that were a little crazier about WeWork, a little more confusing, a lot of crazy stories about Adam Neumann, so it was always high in my radar, and then in 2019 came the IPO that wasn't."
  • (4:39) - Discussion around the concept of "growth at all costs." "It's the driver of this story."
  • (7:23) - Discussion around the concept of "the cult of the founder." How Adam Neumann was able to cash out around ~$500 million throughout the financing rounds (pre-exit), in addition to getting another ~$500 million in loans from banks. Her original article from July of 2019 uncovering "how Adam Neumann cashed out at least ~$700 million in sales and loans (from JPM, Credit Suisse and UBS)."
  • (13:21) - The unusual co-founder arrangement between Adam Neumann (getting 83%) and Miguel McKelvey via WeHoldings LLC.
  • (14:59) - Discussion around the ethos of Silicon Valley, culture mantra, corporate purpose, mission statements such as WeWork's "to elevate the world's consciousness", sustainability and ESG, and how WeWork co-opted many of these concepts.
  • (19:33) - Discussion around the failure of gatekeepers and how mutual funds (such as T Rowe Price and Fidelity) and other sophisticated investors had FOMO and "aped" into WeWork at record high valuations.
  • (23:52) - Discussion around Masoyoshi Son, Softbank's Vision Fund and how Masa invested and influenced the outcome of Adam Neumann and WeWork.
  • (23:33) - How she and her co-author came up with a shorthand to think about Adam Neumann: a magician.
  • (26:28) - Discussion around the board of directors of WeWork.
  • (30:28) - Discussion around dual-class share structures and founder control. How WeWork's IPO decision was a way to clean up the company's corporate governance.
  • (36:49) - WeWork's failed IPO, the fall of Adam Neumann (walking away with ~$2 billion...). Litigation outcome and Adam's current status.
  • (43:31) - The books that have greatly influenced her life:
    1. The Bridge of San Luis Rey (1927), by Thornton Wilder.
    2. Say Nothing (2018), by Patrick Radden Keefe.
    3. Bad Blood (2018), by John Carreyrou.
  • (47:46) - Her mentors: "In terms of journalism, it's important to have mentors but you also need to forge bonds with peers who can also become lifelong mentors."
  • (49:15) - An unusual or absurd habit that she loves: watching bad TV with her daughters! (Hey Dude, Nickelodeon).
  • (49:57) - The living person she most admires: (politics aside) Jimmy Carter.
  • (52:14) - The WeWork movie (Jared Leto and Anne Hathaway will play Adam Neumann and Rebecca Neumann)

    • Maureen Farrell is one of the co-authors of the bestselling book "The Cult of We: WeWork, Adam Neumann and the Great Startup Delusion", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket.

    She can be reached via email at Maureen.Farrell@wsj.com. Follow her on Twitter: @Maureenmfarrell.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Maureen Farrell: "The Cult of We", WeWork, and Startup Governance Shortcomings. Maureen Farrell, Evan Epstein 00:53:42 In this episode, I talk with Maureen Farrell, the co-author of the bestselling book "The Cult of We", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket. In this podcast we talk about WeWork's rise and fall, "growth at all costs", valuation over product, the "cult of the founder", pre-exit cash-outs, corporate purpose, sustainability, ESG, the role of the board, dual-class shares, the IPO process and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Maureen Farrell, the co-author of the bestselling book "The Cult of We", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket. In this podcast we talk about WeWork's rise and fall, "growth at all costs", valuation over product, the "cult of the founder", pre-exit cash-outs, corporate purpose, sustainability, ESG, the role of the board, dual-class shares, the IPO process and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com jp morgan, executive compensation, corporate governance, gatekeepers, jpm, softbank vision fund, board of directors, t rowe price, valuation, pre exit carve outs, environmental social & governance, miguel mckelvey, venture capital, softbank, cult of the founder, mission statements, compensation, benchmark, adam neumann, ipos, corporate purpose, goldman sachs, community company, maureen farrell, the great startup delusion, wework, shareholder engagement, masayoshi son, founder control, culture, shareholder activists, growth at all costs, fidelity, esg, dual class shares, silicon valley false full 41     892e8fc9-00e9-45c7-bf78-cb9aa9a823fa Robin Ferracone: "The U.S. Lags Other Regions In Terms of Using Stakeholder Measures in Executive Compensation"
  • Intro.
  • (1:08) - Start of interview.
  • (1:42) - Robin's "origin story": she grew up in Indiana, "sought warmer weather" so she headed to Duke for college. She later got an MBA at Harvard and started her consulting career at Booz Allen in SF. Five years later she started her own firm, SCA Consulting, focusing on executive compensation and strategy, based out of L.A. She sold that firm to Mercer in 2001, stayed on with the firm until 2007 when she left to start her current firm Farient Advisors.
  • (5:50) - "In the SCA days, executive compensation was commissioned by management, very rarely by boards of directors."
  • (7:20) - Her take on the evolution of executive compensation since the '80s.
  • (10:28) - Her description of her firm Farient Advisors.
  • (12:07) - Her discussion of her firm's research study: "2021 and Beyond: Global Trends in Stakeholder Incentives" authored jointly with the Global Governance and Executive Compensation Group (GECN Group).
  • (15:16) - Her experience on how to link stakeholder goals in executive compensation, particularly in connection to climate change, social matters and DEI.
  • (24:37) - Her take on "moon shot equity grants" ("I am not in favor of them") and founder top-up grants.
  • (28:43) - Her take on SPACs.
  • (32:40) - Her take on the Exxon Mobil proxy fight with Engine No.1. "It's a watershed moment for corporate boards."
  • (36:37) - Her take on human capital "it's time has come." "It's much more about people than it's ever been before." There are four areas of disclosure: 1) number of employees, 2) diversity, 3) profile of the workforce, and 4) retention of workforce.
  • (39:34) - The book that has greatly influenced his life:
    1. Fair Pay, Fair Play: Aligning Executive Performance and Pay (2010), her own book! "It consumed my life for a year and a half."
    2. Aesop Fables. Collection of fables credited to Aesop, a slave and storyteller believed to have lived in ancient Greece.
  • (42:03) - Her mentors: "I have a view that you can literally learn for anybody." 
  • (44:29) - Her favorite quotes: "my favorite sayings have to do luck." Her father-in-law: "Luck is where you look for it."
  • (45:04) - An unusual or absurd habit that she loves: fro-yo!
  • (45:29) - The living person she most admires:  Misty Copeland.

    • Robin Ferracone is the Founder and CEO of Farient Advisors. She is the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay” and is a frequent presenter for well-known organizations including Council of Institutional Investors, Society for Corporate Secretaries and Governance Professionals, the National Association of Corporate Directors (NACD), and The Conference Board, among others. Robin has written extensively on the topics of performance management, incentive plan design, goal setting, and corporate governance.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Thu, 5 Aug 2021 13:58:00 +0000 evan.epstein@pacificaglobal.com (Robin Ferracone, Evan Epstein) https://boardroom-governance.com/episodes/robin-ferracone-Mw6o_i4F
  • Intro.
  • (1:08) - Start of interview.
  • (1:42) - Robin's "origin story": she grew up in Indiana, "sought warmer weather" so she headed to Duke for college. She later got an MBA at Harvard and started her consulting career at Booz Allen in SF. Five years later she started her own firm, SCA Consulting, focusing on executive compensation and strategy, based out of L.A. She sold that firm to Mercer in 2001, stayed on with the firm until 2007 when she left to start her current firm Farient Advisors.
  • (5:50) - "In the SCA days, executive compensation was commissioned by management, very rarely by boards of directors."
  • (7:20) - Her take on the evolution of executive compensation since the '80s.
  • (10:28) - Her description of her firm Farient Advisors.
  • (12:07) - Her discussion of her firm's research study: "2021 and Beyond: Global Trends in Stakeholder Incentives" authored jointly with the Global Governance and Executive Compensation Group (GECN Group).
  • (15:16) - Her experience on how to link stakeholder goals in executive compensation, particularly in connection to climate change, social matters and DEI.
  • (24:37) - Her take on "moon shot equity grants" ("I am not in favor of them") and founder top-up grants.
  • (28:43) - Her take on SPACs.
  • (32:40) - Her take on the Exxon Mobil proxy fight with Engine No.1. "It's a watershed moment for corporate boards."
  • (36:37) - Her take on human capital "it's time has come." "It's much more about people than it's ever been before." There are four areas of disclosure: 1) number of employees, 2) diversity, 3) profile of the workforce, and 4) retention of workforce.
  • (39:34) - The book that has greatly influenced his life:
    1. Fair Pay, Fair Play: Aligning Executive Performance and Pay (2010), her own book! "It consumed my life for a year and a half."
    2. Aesop Fables. Collection of fables credited to Aesop, a slave and storyteller believed to have lived in ancient Greece.
  • (42:03) - Her mentors: "I have a view that you can literally learn for anybody." 
  • (44:29) - Her favorite quotes: "my favorite sayings have to do luck." Her father-in-law: "Luck is where you look for it."
  • (45:04) - An unusual or absurd habit that she loves: fro-yo!
  • (45:29) - The living person she most admires:  Misty Copeland.

    • Robin Ferracone is the Founder and CEO of Farient Advisors. She is the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay” and is a frequent presenter for well-known organizations including Council of Institutional Investors, Society for Corporate Secretaries and Governance Professionals, the National Association of Corporate Directors (NACD), and The Conference Board, among others. Robin has written extensively on the topics of performance management, incentive plan design, goal setting, and corporate governance.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Robin Ferracone: "The U.S. Lags Other Regions In Terms of Using Stakeholder Measures in Executive Compensation" Robin Ferracone, Evan Epstein 00:47:26 In this episode, I talk with Robin Ferracone, the founder and CEO of Farient Advisors, an executive compensation, performance and corporate governance advisory firm. Robin has over 30 years of consulting experience and she’s the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay.” In this podcast, we talk about her career, the shift towards stakeholder governance, executive compensation trends, "moon shot equity grants" and founder "top-up grants", SPACs, the Exxon Mobil Proxy Fight and what it means for directors and the new disclosure and regulatory trends involving human capital. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Robin Ferracone, the founder and CEO of Farient Advisors, an executive compensation, performance and corporate governance advisory firm. Robin has over 30 years of consulting experience and she’s the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay.” In this podcast, we talk about her career, the shift towards stakeholder governance, executive compensation trends, "moon shot equity grants" and founder "top-up grants", SPACs, the Exxon Mobil Proxy Fight and what it means for directors and the new disclosure and regulatory trends involving human capital. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com farient advisors, stakeholder capitalism, climate change, executive compensation, corporate governance, special purpose acquisition companies, global governance and executive compensation group, exxon mobil, board of directors, social issues, environmental social & governance, mercer, compensation, founder top up grants, diversity equity and inclusion, spacs, dei, shareholder engagement, business roundtable restatement 2019, proxy fights, shareholder activists, fair pay fair play, stakeholder vs shareholder debate, gecn group, esg, moon shot equity grants, human capital false full 40     2076ebc1-973f-457b-ba44-6d038a8dae4f Christopher Young: "After the Exxon Proxy Fight, Directors Realize That They May Be Taken Out By Sub 1% Shareholders."
  • Intro.
  • (1:40) - Start of interview.
  • (2:08) - Chris's "origin story": he grew up in East Greenwich, Rhode Island, but has spent most of his adult life in NY or outside of DC. He started out as a derivatives trader right out of college. Then he went to law school. After law school, he joined White & Case and later Sullivan & Cromwell to focus on M&A transactions. In the late 1990s (during the "dot com" era), he joined Bear Sterns as an investment banker in the tech group.
  • (7:40) - On his move to join ISS in a newly created role as director of M&A research, in the midst of the HP-Compaq merger. "I think I was hired originally as a CYA sort of process." "But I happened to arrive at the onset of what I think was the beginning of the modern age of hedge fund activism in 2004 (Bill Ackman had just formed Pershing Square, Nelson Peltz started Trian, Jeff Smith with Starboard Value, etc.). It was perfect timing and fortuitous."
  • (10:54) -  On how ISS makes its voting recommendations on contested M&A and activist campaigns, and how the first thing he did at ISS was to create a framework to deal with contested M&A situations and proxy fights for board seats. The framework is still being used today by the ISS Special Situations Team. Institutional investors needed this guidance.
  • (15:53) - On how he grew the ISS Special Situations Team over time, with people experienced on public companies. Very different team than those of say-on-pay proposals or other more junior analysts. "The way I thought about it was the moment I pressed the button of recommendation, if I had all my retirement money on that one specific stock, how would I vote after I had the inside look."
  • (20:34) - On the importance of the ISS vote: "Depending on the make-up of the share register, between 20-30% of the share register is going to be at least influenced by the ISS vote, in particular if Glass Lewis has the same recommendation."
  • (21:52) - On his transition from ISS to Credit Suisse ("after 7 proxy seasons at ISS"). He joined CS to start a dedicated contested situations team on the corporate advisory side: "Today almost every bank has a dedicated team but back then it was only Goldman Sachs." "Banks do not represent activists, the market has dictated that. If you cross that Rubicon, the competition will use that against you. I personally think that is shortsighted, it may change over time. Just like banks did not represent hostile bidders in M&A, until they did."
  • (27:19) - On his current role at Jefferies. "It's a growing platform seeking to capture market share for public company M&A." We have a team of 5 people dedicated solely on hostile M&A, contested "friendly" M&A transactions and activism defense.
  • (30:00) - His take on the current proxy season, including Engine No.1's successful proxy fight with Exxon Mobil: "I've seen a lot of events that were deemed landmark, and Exxon could indeed be deemed a landmark situation. I know Charlie Penner (from his time at Jana Partners) and I knew that Engine No.1 wouldn't wage a proxy fight based on [Jana's 3Vs template], where one of those Vs is having the necessary votes...In addition, Exxon Mobil had been considered a pariah at least since the mid-2000s,  due to its refusal to engage with major investors and proxy advisors. These factors plus a period of under-performance by Exxon meant that Engine No.1 picked the right target [and they ran a very good campaign]."
  • (34:33) - But for Chris, the hard part for Engine No.1 is what's next: now that they have 3 board members at Exxon Mobil, will they deliver on their promises? Chris is reminded of the case when he supported Nelson Peltz at Heinz (at the time a landmark proxy fight on a board election contest). Jeff Smith gave an interview about the Engine No.1 proxy fight and he brought up the Darden case, the first time an activist had succeeded in replacing an entire board of a Fortune 500 company (and they performed fairly well thereafter). "Let's see what we will be saying three years from now about the Exxon proxy fight, will Exxon change and if they do, will the results be good and driven by Engine No.1?"
  • (37:00) - On the rise of global M&A and PE. "There hasn't been a ton of messy M&A, but we are starting to see more." On companies going private: "it's an inventory problem, more and more companies are leaving the public markets." In the UK, there is a national angst over the raiding of their companies (it's easy to take-over companies in the UK).
  • (39:59) - On public vs private markets. "The private market is growing much faster than the public markets." On dual-class stock. On the different cultures in Silicon Valley and Wall St: "it depends on your story, if there is a story of value creation and people believe in the management and the board, they may sacrifice their own rights [to get a piece of the action]. The problems will arise as the company matures and under-performs with those structures [such as with dual class shares], but then you can always get rid of them later." The question he asks of his capital market colleagues: "Do people love this company? Is it oversubscribed? To what level? To some degree you don't have to give public investors anything. Money talks." Just like with shareholder activism: "It's where people have lost money, or money has been 'dead money' is when they start to get anxious and agitated about the people running the company." "Share price performance is the best defense, it's the first thing that I have in the book for boards of directors." "But almost every company at some point,  even the great companies, will have something hit them and that's when they are vulnerable. If they can fix it quickly then they're out, but if it sits there for 2-3 years [in the case of Exxon it was multiple years], then they become vulnerable."
  • (45:56) - On the positive and negative sides the SPAC trend: "The real reckoning will only be known in 2023 when a huge number of these SPACs will have to deliver on their acquisitions." "The future of this market will depend upon will there be more success stories than failures and how they will be covered in the media and other outlets. The jury is still out."
  • (49:41) - On the sustainability and ESG trend: "I don't know if it will maintain its current level of importance." "[It reminds me] of the overcrowded trade from back in my day as a derivative trader in the dot com mania peak. With ESG it seems like the same thing: the buzz over the last few years has created a tremendous flow into ESG focused funds. But there is a difference between saying that ESG creates outperformance or if it mitigates risk (the latter almost everyone agrees)." "What's interesting to me is that there are already three hedge funds that are focused on ESG strategies: Engine No.1, Impactive Capital (founded by Lauren Taylor Wolfe) and Inclusive Capital Partners (Jeff Ubben)." "There are also more companies supporting shareholder proposals (instead of opposing them)." "After the Exxon proxy fight, directors realize that they may be taken out by sub 1% shareholders."
  • (57:48) - The book that has greatly influenced his life:
    1. For Whom the Bell Tolls (1940), by Ernest Hemingway. "It mostly taught me about the economy of language, and the power of simple, stark, declarative sentences in the active voice."
  • (58:56) - His mentor: his father.
  • (59:52) - His favorite quotes: a mish mash of 'carpe diem', 'we're not promised tomorrow', 'live in the moment', don't stress over the past or obsess over the future', [they are all kinda the same thing] "but I try to wake up  every day and live that way, not only in the difficult times."
  • (1:00:41) - An unusual or absurd habit that he loves: he's still a die-hard metal head. In college he had radio show and his moniker was "Dr Metal"!
  • (1:01:37): The living person he most admires:  "To me it's the group of people that sacrifice for a greater good, whether it's the military, first responders, and particularly (most recently) essential workers, healthcare workers and others that let others live their lives (often under duress). To me that's inspiring."

    • Christopher Young is the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 19 Jul 2021 12:57:01 +0000 evan.epstein@pacificaglobal.com (Christopher Young, Evan Epstein) https://boardroom-governance.com/episodes/christopher-young-0iOfDcIx
  • Intro.
  • (1:40) - Start of interview.
  • (2:08) - Chris's "origin story": he grew up in East Greenwich, Rhode Island, but has spent most of his adult life in NY or outside of DC. He started out as a derivatives trader right out of college. Then he went to law school. After law school, he joined White & Case and later Sullivan & Cromwell to focus on M&A transactions. In the late 1990s (during the "dot com" era), he joined Bear Sterns as an investment banker in the tech group.
  • (7:40) - On his move to join ISS in a newly created role as director of M&A research, in the midst of the HP-Compaq merger. "I think I was hired originally as a CYA sort of process." "But I happened to arrive at the onset of what I think was the beginning of the modern age of hedge fund activism in 2004 (Bill Ackman had just formed Pershing Square, Nelson Peltz started Trian, Jeff Smith with Starboard Value, etc.). It was perfect timing and fortuitous."
  • (10:54) -  On how ISS makes its voting recommendations on contested M&A and activist campaigns, and how the first thing he did at ISS was to create a framework to deal with contested M&A situations and proxy fights for board seats. The framework is still being used today by the ISS Special Situations Team. Institutional investors needed this guidance.
  • (15:53) - On how he grew the ISS Special Situations Team over time, with people experienced on public companies. Very different team than those of say-on-pay proposals or other more junior analysts. "The way I thought about it was the moment I pressed the button of recommendation, if I had all my retirement money on that one specific stock, how would I vote after I had the inside look."
  • (20:34) - On the importance of the ISS vote: "Depending on the make-up of the share register, between 20-30% of the share register is going to be at least influenced by the ISS vote, in particular if Glass Lewis has the same recommendation."
  • (21:52) - On his transition from ISS to Credit Suisse ("after 7 proxy seasons at ISS"). He joined CS to start a dedicated contested situations team on the corporate advisory side: "Today almost every bank has a dedicated team but back then it was only Goldman Sachs." "Banks do not represent activists, the market has dictated that. If you cross that Rubicon, the competition will use that against you. I personally think that is shortsighted, it may change over time. Just like banks did not represent hostile bidders in M&A, until they did."
  • (27:19) - On his current role at Jefferies. "It's a growing platform seeking to capture market share for public company M&A." We have a team of 5 people dedicated solely on hostile M&A, contested "friendly" M&A transactions and activism defense.
  • (30:00) - His take on the current proxy season, including Engine No.1's successful proxy fight with Exxon Mobil: "I've seen a lot of events that were deemed landmark, and Exxon could indeed be deemed a landmark situation. I know Charlie Penner (from his time at Jana Partners) and I knew that Engine No.1 wouldn't wage a proxy fight based on [Jana's 3Vs template], where one of those Vs is having the necessary votes...In addition, Exxon Mobil had been considered a pariah at least since the mid-2000s,  due to its refusal to engage with major investors and proxy advisors. These factors plus a period of under-performance by Exxon meant that Engine No.1 picked the right target [and they ran a very good campaign]."
  • (34:33) - But for Chris, the hard part for Engine No.1 is what's next: now that they have 3 board members at Exxon Mobil, will they deliver on their promises? Chris is reminded of the case when he supported Nelson Peltz at Heinz (at the time a landmark proxy fight on a board election contest). Jeff Smith gave an interview about the Engine No.1 proxy fight and he brought up the Darden case, the first time an activist had succeeded in replacing an entire board of a Fortune 500 company (and they performed fairly well thereafter). "Let's see what we will be saying three years from now about the Exxon proxy fight, will Exxon change and if they do, will the results be good and driven by Engine No.1?"
  • (37:00) - On the rise of global M&A and PE. "There hasn't been a ton of messy M&A, but we are starting to see more." On companies going private: "it's an inventory problem, more and more companies are leaving the public markets." In the UK, there is a national angst over the raiding of their companies (it's easy to take-over companies in the UK).
  • (39:59) - On public vs private markets. "The private market is growing much faster than the public markets." On dual-class stock. On the different cultures in Silicon Valley and Wall St: "it depends on your story, if there is a story of value creation and people believe in the management and the board, they may sacrifice their own rights [to get a piece of the action]. The problems will arise as the company matures and under-performs with those structures [such as with dual class shares], but then you can always get rid of them later." The question he asks of his capital market colleagues: "Do people love this company? Is it oversubscribed? To what level? To some degree you don't have to give public investors anything. Money talks." Just like with shareholder activism: "It's where people have lost money, or money has been 'dead money' is when they start to get anxious and agitated about the people running the company." "Share price performance is the best defense, it's the first thing that I have in the book for boards of directors." "But almost every company at some point,  even the great companies, will have something hit them and that's when they are vulnerable. If they can fix it quickly then they're out, but if it sits there for 2-3 years [in the case of Exxon it was multiple years], then they become vulnerable."
  • (45:56) - On the positive and negative sides the SPAC trend: "The real reckoning will only be known in 2023 when a huge number of these SPACs will have to deliver on their acquisitions." "The future of this market will depend upon will there be more success stories than failures and how they will be covered in the media and other outlets. The jury is still out."
  • (49:41) - On the sustainability and ESG trend: "I don't know if it will maintain its current level of importance." "[It reminds me] of the overcrowded trade from back in my day as a derivative trader in the dot com mania peak. With ESG it seems like the same thing: the buzz over the last few years has created a tremendous flow into ESG focused funds. But there is a difference between saying that ESG creates outperformance or if it mitigates risk (the latter almost everyone agrees)." "What's interesting to me is that there are already three hedge funds that are focused on ESG strategies: Engine No.1, Impactive Capital (founded by Lauren Taylor Wolfe) and Inclusive Capital Partners (Jeff Ubben)." "There are also more companies supporting shareholder proposals (instead of opposing them)." "After the Exxon proxy fight, directors realize that they may be taken out by sub 1% shareholders."
  • (57:48) - The book that has greatly influenced his life:
    1. For Whom the Bell Tolls (1940), by Ernest Hemingway. "It mostly taught me about the economy of language, and the power of simple, stark, declarative sentences in the active voice."
  • (58:56) - His mentor: his father.
  • (59:52) - His favorite quotes: a mish mash of 'carpe diem', 'we're not promised tomorrow', 'live in the moment', don't stress over the past or obsess over the future', [they are all kinda the same thing] "but I try to wake up  every day and live that way, not only in the difficult times."
  • (1:00:41) - An unusual or absurd habit that he loves: he's still a die-hard metal head. In college he had radio show and his moniker was "Dr Metal"!
  • (1:01:37): The living person he most admires:  "To me it's the group of people that sacrifice for a greater good, whether it's the military, first responders, and particularly (most recently) essential workers, healthcare workers and others that let others live their lives (often under duress). To me that's inspiring."

    • Christopher Young is the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    LinkedIn https://www.linkedin.com/in/epsteinevan/ 

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Christopher Young: "After the Exxon Proxy Fight, Directors Realize That They May Be Taken Out By Sub 1% Shareholders." Christopher Young, Evan Epstein 01:04:00 In this episode, I talk with Christopher Young, the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats. Prior to Jefferies, Chris was Global Head of Contested Situations at Credit Suisse, Director of M&A and Proxy Fight Research at ISS and earlier in his career he was an investment banker, a corporate lawyer and a derivatives trader. In this podcast, we talk about his career and how proxy fights and contested M&A has evolved particularly after the mid 2000s with the advent of shareholder activists. We also touch upon the current proxy season, the Exxon Mobil proxy fight, the rise of Private Equity, Global M&A and SPACs. Finally, we talk about sustainability and ESG, and how corporate governance has been shaped by all of these developments. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Christopher Young, the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats. Prior to Jefferies, Chris was Global Head of Contested Situations at Credit Suisse, Director of M&A and Proxy Fight Research at ISS and earlier in his career he was an investment banker, a corporate lawyer and a derivatives trader. In this podcast, we talk about his career and how proxy fights and contested M&A has evolved particularly after the mid 2000s with the advent of shareholder activists. We also touch upon the current proxy season, the Exxon Mobil proxy fight, the rise of Private Equity, Global M&A and SPACs. Finally, we talk about sustainability and ESG, and how corporate governance has been shaped by all of these developments. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com dot coms, charlie penner, shareholder activism, corporate governance, special purpose acquisition companies, private equity, dual class stock, sustainability, board of directors, institutional shareholder services, nelson peltz, pe, hostile m&a, iss special situations team, jefferies, environmental social & governance, engine no.1, ipos, mergers and acquisitions, proxy season, spacs, m&a, credit suisse, glass lewis, proxy fights, iss, investment banking, contested situations, jeffrey smith, proxy contests, esg, initial public offerings false full 39     5b3ee8b8-1548-467d-ac57-3e0477857d5d Jared Ellias: "The Elevation of the Board is an Important Trend in the Bankruptcy Process"
  • Intro.
  • (1:39) - Start of interview.
  • (2:15) - About UC Hastings and the Center for Business Law [that we are building together!]
  • (5:10) - Jared's "origin story": he grew up in Michigan, attended the U. of Michigan (BA political science) and Columbia Law School (JD). A book on the bankruptcy of Marvel Comics led him to bankruptcy law and practice. After graduation he joined Brown Rudnick in NYC (’07-’11). He later joined academia as a Teaching Fellow and Lecturer in Law in Corporate Governance & Practice at Stanford Law School ('11-'14). He joined the UC Hastings Faculty in 2014.
  • (9:38) - Start of discussion about his latest article The Rise of Bankruptcy Directors: "Traditionally bankruptcy is about a court process, not a board process." But his research shows that the boardroom increased its prominence in bankruptcy starting in about 2012-2013, where many distressed companies, especially those controlled by private equity sponsors, prepared for bankruptcy by appointing independent directors (which they call "bankruptcy directors") to their boards of directors with the power to make key bankruptcy decisions.
  • (13:03) -  On the new cohort of "bankruptcy directors" and the parallels with venture capital and Silicon Valley [Their dataset consists of the boards of directors of 528 firms and the 2,895 individuals who collectively hold 3,038 directorships at firms in bankruptcies from 2004-2019]: "The change is that a practice that was once relatively uncommon has become ubiquitous and a central and standard part of the process of preparing for a Chapter 11 bankruptcy filing, leading to the growth of an industry of professional bankruptcy directors who fill this new demand for bankruptcy experts on the board of distressed firms."
  • (15:08) - On the question of fiduciary duty of loyalty and conflicts of interests of bankruptcy directors (particularly regarding the private equity controlling owners) and the emergence of "super-repeater directors".
  • (16:38) - The example of the Nine-West bankruptcy.
  • (21:34) - Whether bankruptcy judges will incorporate some standards such as those used (for example) by the Delaware Chancery Court on the independence of directors, board conflicts and the decision-making process of the board.
  • (23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed.  On the lucrative new bankruptcy director role.
  • (26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.
  • (29:03) - "The elevation of the board is an important (new) trend in the bankruptcy process." "The Board is going to play a more central part in bankruptcies."
  • (31:52) - On the current growth of the economy and deal-making despite pandemic, and projected bankruptcies. "It's caught all of us by surprise." "It just shows you that Washington can change the rules on Wall Street on they want to." On the Hertz bankruptcy.
  • (34:49) - His thoughts on the next trends in bankruptcies: "I think we are going to continue to see the democratization of the bankruptcy process." "Bankruptcy is less of a black box today and retail investors are becoming bigger players (the participation of normal people in Chapter 11 is a trend that we are going to see continue."
  • (36:46) - On bankruptcy forum shopping. "This issue goes back to the 1990s, and we will continue to see a concentration of bankruptcy cases in the hands of a few judges."
  • (38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).
  • (40:17) - The books that have greatly influenced his life:
    1. Comic Wars (2002), by Dan Raviv.
    2. The Strategy of Conflict (1981), by Thomas Shelling.
    3. The Selfish Gene (1990), by Richard Dawkins.
    4. Germs, Guns and Steel (1997), by Jared Diamond.
  • (41:30) - His mentors:
    1. J.David Singer, Professor at U. of Michigan.
    2. Jeffrey Fagan, Professor at Columbia Law School.
    3. Edward Morrison,  Professor at Columbia Law School.
    4. Robert Stark, Brown Rudnick.
    5. Michael Klausner, Professor at Stanford Law School.
    6. George Triantis, Professor at Stanford Law School.
    7. Kenneth Ayotte, Professor at Berkeley Law School.
  • (43:23) - His favorite quote: Benjamin Disraeli on William Gladstone: "He had only one idea, and it was wrong.”

    • Jared A. Ellias is a  Professor of Law, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice." 

    Contact: Faculty Profile • SSRN • LinkedIn •Twitter

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 6 Jul 2021 13:49:47 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Jared Ellias) https://boardroom-governance.com/episodes/jared-ellias-VGoUVaVd
  • Intro.
  • (1:39) - Start of interview.
  • (2:15) - About UC Hastings and the Center for Business Law [that we are building together!]
  • (5:10) - Jared's "origin story": he grew up in Michigan, attended the U. of Michigan (BA political science) and Columbia Law School (JD). A book on the bankruptcy of Marvel Comics led him to bankruptcy law and practice. After graduation he joined Brown Rudnick in NYC (’07-’11). He later joined academia as a Teaching Fellow and Lecturer in Law in Corporate Governance & Practice at Stanford Law School ('11-'14). He joined the UC Hastings Faculty in 2014.
  • (9:38) - Start of discussion about his latest article The Rise of Bankruptcy Directors: "Traditionally bankruptcy is about a court process, not a board process." But his research shows that the boardroom increased its prominence in bankruptcy starting in about 2012-2013, where many distressed companies, especially those controlled by private equity sponsors, prepared for bankruptcy by appointing independent directors (which they call "bankruptcy directors") to their boards of directors with the power to make key bankruptcy decisions.
  • (13:03) -  On the new cohort of "bankruptcy directors" and the parallels with venture capital and Silicon Valley [Their dataset consists of the boards of directors of 528 firms and the 2,895 individuals who collectively hold 3,038 directorships at firms in bankruptcies from 2004-2019]: "The change is that a practice that was once relatively uncommon has become ubiquitous and a central and standard part of the process of preparing for a Chapter 11 bankruptcy filing, leading to the growth of an industry of professional bankruptcy directors who fill this new demand for bankruptcy experts on the board of distressed firms."
  • (15:08) - On the question of fiduciary duty of loyalty and conflicts of interests of bankruptcy directors (particularly regarding the private equity controlling owners) and the emergence of "super-repeater directors".
  • (16:38) - The example of the Nine-West bankruptcy.
  • (21:34) - Whether bankruptcy judges will incorporate some standards such as those used (for example) by the Delaware Chancery Court on the independence of directors, board conflicts and the decision-making process of the board.
  • (23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed.  On the lucrative new bankruptcy director role.
  • (26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.
  • (29:03) - "The elevation of the board is an important (new) trend in the bankruptcy process." "The Board is going to play a more central part in bankruptcies."
  • (31:52) - On the current growth of the economy and deal-making despite pandemic, and projected bankruptcies. "It's caught all of us by surprise." "It just shows you that Washington can change the rules on Wall Street on they want to." On the Hertz bankruptcy.
  • (34:49) - His thoughts on the next trends in bankruptcies: "I think we are going to continue to see the democratization of the bankruptcy process." "Bankruptcy is less of a black box today and retail investors are becoming bigger players (the participation of normal people in Chapter 11 is a trend that we are going to see continue."
  • (36:46) - On bankruptcy forum shopping. "This issue goes back to the 1990s, and we will continue to see a concentration of bankruptcy cases in the hands of a few judges."
  • (38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).
  • (40:17) - The books that have greatly influenced his life:
    1. Comic Wars (2002), by Dan Raviv.
    2. The Strategy of Conflict (1981), by Thomas Shelling.
    3. The Selfish Gene (1990), by Richard Dawkins.
    4. Germs, Guns and Steel (1997), by Jared Diamond.
  • (41:30) - His mentors:
    1. J.David Singer, Professor at U. of Michigan.
    2. Jeffrey Fagan, Professor at Columbia Law School.
    3. Edward Morrison,  Professor at Columbia Law School.
    4. Robert Stark, Brown Rudnick.
    5. Michael Klausner, Professor at Stanford Law School.
    6. George Triantis, Professor at Stanford Law School.
    7. Kenneth Ayotte, Professor at Berkeley Law School.
  • (43:23) - His favorite quote: Benjamin Disraeli on William Gladstone: "He had only one idea, and it was wrong.”

    • Jared A. Ellias is a  Professor of Law, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice." 

    Contact: Faculty Profile • SSRN • LinkedIn •Twitter

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Jared Ellias: "The Elevation of the Board is an Important Trend in the Bankruptcy Process" Evan Epstein, Jared Ellias 00:45:53 In this episode, I talk with my colleague Jared Ellias, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice." His research interests include corporate bankruptcy; corporate governance; empirical legal studies; financial markets and commercial law. In this podcast, we talk about his latest article “The Rise of Bankruptcy Directors” where he and his co-authors show that many distressed companies, especially those controlled by private equity sponsors, prepare for bankruptcy by appointing bankruptcy experts to their boards of directors and give them the power to make key bankruptcy decisions. These supposedly independent directors (who are usually appointed repeatedly) often seek to wrest control from creditors of self-dealing claims against shareholders. We also discuss bankruptcy in more general terms including topics at the intersection of corporate governance and bankruptcy. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with my colleague Jared Ellias, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice." His research interests include corporate bankruptcy; corporate governance; empirical legal studies; financial markets and commercial law. In this podcast, we talk about his latest article “The Rise of Bankruptcy Directors” where he and his co-authors show that many distressed companies, especially those controlled by private equity sponsors, prepare for bankruptcy by appointing bankruptcy experts to their boards of directors and give them the power to make key bankruptcy decisions. These supposedly independent directors (who are usually appointed repeatedly) often seek to wrest control from creditors of self-dealing claims against shareholders. We also discuss bankruptcy in more general terms including topics at the intersection of corporate governance and bankruptcy. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com duty of loyalty, conflicts of interest, corporate governance, private equity, entire fairness standard, chapter 11, uc hastings center for business law, uc hastings, board of directors, bankruptcy directors, delaware chancery court, forum shopping, bankruptcy judges, venture capital, hertz, bankruptcy, self-dealing claims, nine-west, inside deals, independent directors, silicon valley false full 38     5e449435-b008-4424-944c-b87bc6556174 Donna Anderson, Head of Corporate Governance at T. Rowe Price: "This Has Been A Very Surprising Proxy Season"
  • Intro.
  • (1:30) - Start of interview.
  • (2:14) - Donna's "origin story": She grew up moving a lot since her dad was a Navy pilot. She attended Trinity University (started at 16). After college she worked as a newspaper reporter at a small daily in Washington State and then worked in the PR office for the State Department in Brussels. She later got an MBA at the University of Texas at Austin with the objective of becoming an investment analyst. After graduation she joined Dyer, Robertson & Lamme (’96-’98) in Houston as an equities analyst. She then joined Invesco (’98- ‘07) as director of equity research, including responsibility for voting the proxies. She joined T. Rowe Price (’07- Present) with a specialty in corporate governance.
  • (6:34) - Her description of T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. "This firm is virtually all active management (95%)." It's pure play asset management, deeply rooted in fundamental investment research. Corporate governance became more relevant around the time of the financial crisis (2007), so a decision was made to create a corporate governance specialty group.
  • (10:42) -  How does T. Rowe Price think about its corporate governance function? "I think that our corporate governance approach is complementary to the passive investors." "We have a set of guidelines but nobody gets wedded to that, we approach each situation case-by-case." "This year brought so many exceptions, such as compensation during the pandemic." They look at every single vote. The proxy team is comprised of 3 people. They have a separate responsible investment team that covers ESG matters.
  • (17:21) - On ESG and its impact on corporate governance: T. Rowe Price had 1,002 engagements with companies in 2020: 53% dealt with ESG matters. The job of the ESG folks is still centered around getting the information they need (disclosure of relevant data is still an issue with ESG). "We have a very disproportionately large footprint in small and mid cap companies, plus private companies, and they need a lot of coaching on ESG, DEI or corporate governance matters."
  • (20:11) - On corporate governance of private companies (pre-IPO). We are early in the life-cycle of these companies so we can show them what are the corporate governance trade-offs (particularly from the shareholder side).
  • (24:14) - Her take on dual-class share structures (enlightened by her role in the private investments valuation committee at T. Rowe Price). They plan to be long term investors, so they make sure that the companies that they have invested in understand the trade-offs involved in decisions such as having dual-class shares (for example, exclusions from S&P500 index if dual class shares don't expire). "It's reasonable to start with a classified board and graduate to an annually elected board later." On dual-class shares: "over time we have concluded based on years of experience that [the dual-class share structure] is not aligned with our interests... but...we are perfectly comfortable with a time-based sunset provision of 7 to 10 years." "This is a market where dual-class stock is accepted, so we think that a road-map idea and compromises like time-based sunset provisions are the right pragmatic solutions" "I think a lot of investors view that sunset provisions are the perfect compromise in this market, where there are not many alternatives."
  • (29:39) - Her take on the current proxy season: "This was a very surprising year but I would not put [the Exxon proxy fight] on that bucket. Anyone that was surprised by that outcome was not playing close enough attention." "We don't see [the Exxon case] as a watershed event where investors will push E & S directors into boardrooms." "I think the conditions were very Exxon specific and that same fund with those same directors brought at any other company would have had a different outcome."
  • (30:46) - On compensation issues in this proxy season. "We've been really surprised at how investors had their pitchforks out over companies that made comp changes in the heat of the moment in Q2 last year."
  • (31:32) - On how some large shareholders flipped their views in favor of E&S shareholder proposals. "Those results were surprising to me and to a lot of companies."
  • (32:31) - On the shareholder proposal process: "I think that shareholders have yet to reckon with the fact that the shareholder proposal process in this market has been taken over by non-shareholders [such as advocacy groups including E&S activist groups 'harnessing the power of shareholders' to foster social change]" "I think it's really questionable whether some of these activists actually want [companies such as] Amazon, Exxon, Chevron or Kroger to exist in 10 years." It's questionable whether these groups are aligned with shareholders interests.
  • (34:04) - On companies arm twisting to bullying on vote outcomes this proxy season: "The Sunday night late calls that we've gotten, the votes put on hold for some time, this kind of thing is not allowed in other markets but it is allowed here. I thought this year they were particularly aggressive. I hope it's not a trend but I've been pretty alarmed by the lengths that the companies went through to engineer an outcome that is not real."
  • (36:35) - On board diversity: "This is an area where the pace of progress is pretty surprising, and what it took to get there was shareholders coalescing around board diversity." T. Rowe Price wrote a letter to support the Nasdaq board diversity proposal. "Our take on board diversity is that [there must be a target], whether you want to call it a quota or not. If it's only aspirational guess what, the progress is very, very slow."
  • (36:35) - On the Business Roundtable "purpose of the corporation" restatement (2019). "I don't put a lot of stock in it." See "The Illusory Promise of Stakeholder Capitalism" Bebchuk & Tallarita (2020). Also, if you talk to IR professionals, it's clear that shareholders are still a priority for companies.
  • (43:58) - The books that have greatly influenced her life:
    1. Wuthering Heights (1847), by Emily Brontë.
    2. Seven Choices (2003), by Elizabeth Harper Neeld.
    3. Caste (2020), by Isabel Wilkerson.
  • (45:47) - Her mentors:
    1. The editor at the newspaper where she worked post college that taught her how to write, in a week.
    2. Brian Rogers (former Chairman and CIO at T. Rowe Price).
  • (47:21) - Her favorite quotes:
    1. "You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone.
    2. "A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.
  • (48:08) - Her "unusual habit": searching weird rocks!
  • (59:04) - The living person she most admires: "women crushing it in a male dominated field" (ie Angela Merkel, Oprah, etc.) but she's fascinated by Mellody Hobson, co-CEO and President of Ariel Investments.

    • Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.5 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 28 Jun 2021 13:55:44 +0000 evan.epstein@pacificaglobal.com (Donna Anderson, Evan Epstein) https://boardroom-governance.com/episodes/donna-anderson-K6nL6zmY
  • Intro.
  • (1:30) - Start of interview.
  • (2:14) - Donna's "origin story": She grew up moving a lot since her dad was a Navy pilot. She attended Trinity University (started at 16). After college she worked as a newspaper reporter at a small daily in Washington State and then worked in the PR office for the State Department in Brussels. She later got an MBA at the University of Texas at Austin with the objective of becoming an investment analyst. After graduation she joined Dyer, Robertson & Lamme (’96-’98) in Houston as an equities analyst. She then joined Invesco (’98- ‘07) as director of equity research, including responsibility for voting the proxies. She joined T. Rowe Price (’07- Present) with a specialty in corporate governance.
  • (6:34) - Her description of T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. "This firm is virtually all active management (95%)." It's pure play asset management, deeply rooted in fundamental investment research. Corporate governance became more relevant around the time of the financial crisis (2007), so a decision was made to create a corporate governance specialty group.
  • (10:42) -  How does T. Rowe Price think about its corporate governance function? "I think that our corporate governance approach is complementary to the passive investors." "We have a set of guidelines but nobody gets wedded to that, we approach each situation case-by-case." "This year brought so many exceptions, such as compensation during the pandemic." They look at every single vote. The proxy team is comprised of 3 people. They have a separate responsible investment team that covers ESG matters.
  • (17:21) - On ESG and its impact on corporate governance: T. Rowe Price had 1,002 engagements with companies in 2020: 53% dealt with ESG matters. The job of the ESG folks is still centered around getting the information they need (disclosure of relevant data is still an issue with ESG). "We have a very disproportionately large footprint in small and mid cap companies, plus private companies, and they need a lot of coaching on ESG, DEI or corporate governance matters."
  • (20:11) - On corporate governance of private companies (pre-IPO). We are early in the life-cycle of these companies so we can show them what are the corporate governance trade-offs (particularly from the shareholder side).
  • (24:14) - Her take on dual-class share structures (enlightened by her role in the private investments valuation committee at T. Rowe Price). They plan to be long term investors, so they make sure that the companies that they have invested in understand the trade-offs involved in decisions such as having dual-class shares (for example, exclusions from S&P500 index if dual class shares don't expire). "It's reasonable to start with a classified board and graduate to an annually elected board later." On dual-class shares: "over time we have concluded based on years of experience that [the dual-class share structure] is not aligned with our interests... but...we are perfectly comfortable with a time-based sunset provision of 7 to 10 years." "This is a market where dual-class stock is accepted, so we think that a road-map idea and compromises like time-based sunset provisions are the right pragmatic solutions" "I think a lot of investors view that sunset provisions are the perfect compromise in this market, where there are not many alternatives."
  • (29:39) - Her take on the current proxy season: "This was a very surprising year but I would not put [the Exxon proxy fight] on that bucket. Anyone that was surprised by that outcome was not playing close enough attention." "We don't see [the Exxon case] as a watershed event where investors will push E & S directors into boardrooms." "I think the conditions were very Exxon specific and that same fund with those same directors brought at any other company would have had a different outcome."
  • (30:46) - On compensation issues in this proxy season. "We've been really surprised at how investors had their pitchforks out over companies that made comp changes in the heat of the moment in Q2 last year."
  • (31:32) - On how some large shareholders flipped their views in favor of E&S shareholder proposals. "Those results were surprising to me and to a lot of companies."
  • (32:31) - On the shareholder proposal process: "I think that shareholders have yet to reckon with the fact that the shareholder proposal process in this market has been taken over by non-shareholders [such as advocacy groups including E&S activist groups 'harnessing the power of shareholders' to foster social change]" "I think it's really questionable whether some of these activists actually want [companies such as] Amazon, Exxon, Chevron or Kroger to exist in 10 years." It's questionable whether these groups are aligned with shareholders interests.
  • (34:04) - On companies arm twisting to bullying on vote outcomes this proxy season: "The Sunday night late calls that we've gotten, the votes put on hold for some time, this kind of thing is not allowed in other markets but it is allowed here. I thought this year they were particularly aggressive. I hope it's not a trend but I've been pretty alarmed by the lengths that the companies went through to engineer an outcome that is not real."
  • (36:35) - On board diversity: "This is an area where the pace of progress is pretty surprising, and what it took to get there was shareholders coalescing around board diversity." T. Rowe Price wrote a letter to support the Nasdaq board diversity proposal. "Our take on board diversity is that [there must be a target], whether you want to call it a quota or not. If it's only aspirational guess what, the progress is very, very slow."
  • (36:35) - On the Business Roundtable "purpose of the corporation" restatement (2019). "I don't put a lot of stock in it." See "The Illusory Promise of Stakeholder Capitalism" Bebchuk & Tallarita (2020). Also, if you talk to IR professionals, it's clear that shareholders are still a priority for companies.
  • (43:58) - The books that have greatly influenced her life:
    1. Wuthering Heights (1847), by Emily Brontë.
    2. Seven Choices (2003), by Elizabeth Harper Neeld.
    3. Caste (2020), by Isabel Wilkerson.
  • (45:47) - Her mentors:
    1. The editor at the newspaper where she worked post college that taught her how to write, in a week.
    2. Brian Rogers (former Chairman and CIO at T. Rowe Price).
  • (47:21) - Her favorite quotes:
    1. "You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone.
    2. "A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.
  • (48:08) - Her "unusual habit": searching weird rocks!
  • (59:04) - The living person she most admires: "women crushing it in a male dominated field" (ie Angela Merkel, Oprah, etc.) but she's fascinated by Mellody Hobson, co-CEO and President of Ariel Investments.

    • Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.5 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Donna Anderson, Head of Corporate Governance at T. Rowe Price: "This Has Been A Very Surprising Proxy Season" Donna Anderson, Evan Epstein 00:50:43 In this episode, I talk with Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council. In this podcast, we talk about this proxy season, including issues connected to ESG, shareholder proposals and engagements, board diversity, private company governance, dual-class share structures, stakeholder capitalism, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council. In this podcast, we talk about this proxy season, including issues connected to ESG, shareholder proposals and engagements, board diversity, private company governance, dual-class share structures, stakeholder capitalism, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com institutational investors, executive compensation, corporate governance, dual class stock, ab-979, #esg, dual class share structures, t. rowe price, compensation, business roundtable, sb-826, proxy season, diversity equity and inclusion, startup governance, dei, shareholder engagement, business roundtable restatement 2019, environmental social governance, sunset provisions, shareholder proposals, nasdaq diversity proposal, boardroom diversity, private companies false full 37     4f7639aa-228a-4d5b-ad9f-196599201d94 Lawrence Cunningham: Quality Shareholders, Governance and Warren Buffett.
  • Intro.
  • (1:32) - Start of interview.
  • (2:10) - Larry's "origin story." He grew up in Wilmington, Delaware ("which explains why I have corporate governance in my blood.") He attended Girard College in Philadelphia, then went to the University of Delaware (BA Economics) and Cardozo School of Law (JD). After graduation he worked as an associate at Cravath for 6 years and then joined academia with Cardozo (10 years) moving later to Boston College Law School. He later switched to George Washington University Law School where he's been for the past 10 years.
  • (6:04) - He is the founding faculty director of GW in NY (now in its 6th year).
  • (8:46) -  His experience serving on boards of directors. Currently with Constellation Software. In the nonprofit sector, he is a Trustee of the Museum of American Finance, a Smithsonian affiliate; Member of the Dean's Council of Lerner College of Business of the University of Delaware; a Member of the Editorial Board of Financial History, the magazine of the Museum of American Finance; and a Member of the Advisory Board of the Ben Graham Centre for Value Investing at the Ivey Business School, University of Western Ontario.
  • (10:42) - How he got started researching Warren Buffett and Berkshire Hathaway: In 1996 he organized a conference at Cardozo Law School on Warren's letters to Berkshire shareholders. This resulted in the publication of The Essays of Warren Buffett: Lessons for Corporate America (now in it's 5th edition).
  • (15:33) - His article on "Warren Buffett's 10 Commandments for Corporate Directors" (2017):
    1. Select an outstanding CEO.
    2. Set CEO performance standards.
    3. Adopt an owner orientation.
    4. Replace managers promptly when needed.
    5. Speak up to colleagues.
    6. Reach out to shareholders.
    7. Adjust social atmosphere of the boardroom.
    8. Compensation Committees: Negotiate.
    9. Audit Committees: Pry.
    10. Choose Well. Warren adds these qualifications that make for high-quality directors: 1) business savvy, 2) a strong interest in the specific company, and 3) an owner-orientation.
  • (32:12) - Origin and scope of the "Quality Shareholder Initiative" focused on long-term concentrated shareholders. Dubbed "high quality shareholders" by Warren Buffett in 1978, the initiative takes its title from that designation.
  • (38:42) - His take on the meme stock phenomenon: "I'm concerned about it, particularly its form of 'grievance capital' (there is a political aspect to it, for some it's not only about money)."
  • (41:34) - His take on ESG. Two different aspects:
    1. Why indexers choose ESG: 'they have a systemic business model.' They need a universal set of principles.
    2. Quality shareholders have been seeking 'doing good' for ever.
  • (48:12) - His take on dual-class share structures. There is no correlation between dual-class shares on quality shareholders. There is no particular preference for dual class shares one way or another. ["Given the wide variety of approaches to shareholder voting, quality shareholders examine dual class structures on a case-by-case basis. Among companies with dual class structures are a substantial cohort with high quality shareholder density."]
  • (52:67) - The books that have greatly influenced his life:
    1. Economics, by Paul Samuelson (1948)
    2. Economic Analysis of Law, by Richard Posner (1973)
  • (54:14) - His mentors:
    1. Originally, his headmaster at Girard College. Particularly on "values of loyalty and honesty."
    2. Warren Buffett.
    3. Lester Brickman.
  • (55:32) - His favorite quotes:
    1. "You can't soar like an eagle if you're surrounded by turkeys" by his father-in-law.
    2. "Only go into business with people you like, trust and admire" by Warren Buffett.
  • (58:00) - His "unusual habit" that he loves: raking leaves, grass or twigs.
  • (59:04) - The living person he most admires: his wife, Stephanie Cuba.

    • Lawrence A. Cunningham is the Henry St. George Tucker III Research Professor of Law at George Washington University;  Director of C-LEAF and the Founding Faculty Director, GWinNY. You can find him at lacunningham@law.gwu.edu or on Twitter @CunninghamProf

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 21 Jun 2021 13:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Lawrence Cunningham) https://boardroom-governance.com/episodes/lawrence-cunningham-Qc5jwu2k
  • Intro.
  • (1:32) - Start of interview.
  • (2:10) - Larry's "origin story." He grew up in Wilmington, Delaware ("which explains why I have corporate governance in my blood.") He attended Girard College in Philadelphia, then went to the University of Delaware (BA Economics) and Cardozo School of Law (JD). After graduation he worked as an associate at Cravath for 6 years and then joined academia with Cardozo (10 years) moving later to Boston College Law School. He later switched to George Washington University Law School where he's been for the past 10 years.
  • (6:04) - He is the founding faculty director of GW in NY (now in its 6th year).
  • (8:46) -  His experience serving on boards of directors. Currently with Constellation Software. In the nonprofit sector, he is a Trustee of the Museum of American Finance, a Smithsonian affiliate; Member of the Dean's Council of Lerner College of Business of the University of Delaware; a Member of the Editorial Board of Financial History, the magazine of the Museum of American Finance; and a Member of the Advisory Board of the Ben Graham Centre for Value Investing at the Ivey Business School, University of Western Ontario.
  • (10:42) - How he got started researching Warren Buffett and Berkshire Hathaway: In 1996 he organized a conference at Cardozo Law School on Warren's letters to Berkshire shareholders. This resulted in the publication of The Essays of Warren Buffett: Lessons for Corporate America (now in it's 5th edition).
  • (15:33) - His article on "Warren Buffett's 10 Commandments for Corporate Directors" (2017):
    1. Select an outstanding CEO.
    2. Set CEO performance standards.
    3. Adopt an owner orientation.
    4. Replace managers promptly when needed.
    5. Speak up to colleagues.
    6. Reach out to shareholders.
    7. Adjust social atmosphere of the boardroom.
    8. Compensation Committees: Negotiate.
    9. Audit Committees: Pry.
    10. Choose Well. Warren adds these qualifications that make for high-quality directors: 1) business savvy, 2) a strong interest in the specific company, and 3) an owner-orientation.
  • (32:12) - Origin and scope of the "Quality Shareholder Initiative" focused on long-term concentrated shareholders. Dubbed "high quality shareholders" by Warren Buffett in 1978, the initiative takes its title from that designation.
  • (38:42) - His take on the meme stock phenomenon: "I'm concerned about it, particularly its form of 'grievance capital' (there is a political aspect to it, for some it's not only about money)."
  • (41:34) - His take on ESG. Two different aspects:
    1. Why indexers choose ESG: 'they have a systemic business model.' They need a universal set of principles.
    2. Quality shareholders have been seeking 'doing good' for ever.
  • (48:12) - His take on dual-class share structures. There is no correlation between dual-class shares on quality shareholders. There is no particular preference for dual class shares one way or another. ["Given the wide variety of approaches to shareholder voting, quality shareholders examine dual class structures on a case-by-case basis. Among companies with dual class structures are a substantial cohort with high quality shareholder density."]
  • (52:67) - The books that have greatly influenced his life:
    1. Economics, by Paul Samuelson (1948)
    2. Economic Analysis of Law, by Richard Posner (1973)
  • (54:14) - His mentors:
    1. Originally, his headmaster at Girard College. Particularly on "values of loyalty and honesty."
    2. Warren Buffett.
    3. Lester Brickman.
  • (55:32) - His favorite quotes:
    1. "You can't soar like an eagle if you're surrounded by turkeys" by his father-in-law.
    2. "Only go into business with people you like, trust and admire" by Warren Buffett.
  • (58:00) - His "unusual habit" that he loves: raking leaves, grass or twigs.
  • (59:04) - The living person he most admires: his wife, Stephanie Cuba.

    • Lawrence A. Cunningham is the Henry St. George Tucker III Research Professor of Law at George Washington University;  Director of C-LEAF and the Founding Faculty Director, GWinNY. You can find him at lacunningham@law.gwu.edu or on Twitter @CunninghamProf

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

     You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Lawrence Cunningham: Quality Shareholders, Governance and Warren Buffett. Evan Epstein, Lawrence Cunningham 01:01:01 In this episode, I talk with Lawrence A. Cunningham, the Henry St. George Tucker III Research Professor of Law at George Washington University and Director of C-LEAF, GW's research program in corporate governance. He leads the Quality Shareholders Initiative, focused on long-term concentrated shareholders. Lawrence Cunningham has written dozens of books and scores of articles, particularly on Warren Buffett and Berkshire Hathaway’s investment and management practices. He also serves on public company boards and nonprofits. He is currently on the board of Constellation Software, and previously served on the board of Ashford Hospitality Prime, an investor in luxury hotels. In this podcast, we talk about Warren Buffett's “10 commandments for corporate directors”; his research on quality investors vs index funds, transients and activists; his take on ESG trends, meme stocks, dual-class share structures and much more! If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Lawrence A. Cunningham, the Henry St. George Tucker III Research Professor of Law at George Washington University and Director of C-LEAF, GW's research program in corporate governance. He leads the Quality Shareholders Initiative, focused on long-term concentrated shareholders. Lawrence Cunningham has written dozens of books and scores of articles, particularly on Warren Buffett and Berkshire Hathaway’s investment and management practices. He also serves on public company boards and nonprofits. He is currently on the board of Constellation Software, and previously served on the board of Ashford Hospitality Prime, an investor in luxury hotels. In this podcast, we talk about Warren Buffett's “10 commandments for corporate directors”; his research on quality investors vs index funds, transients and activists; his take on ESG trends, meme stocks, dual-class share structures and much more! If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com c-leaf, 10 commandments for corporate directors, george washington university law school, warren buffett, quality shareholders initiative, board of directors, charlie munger, meme stocks, lawrence cunningham, berkshire hathaway, ceo, independent directors, esg, annual shareholder letters, dual class shares false full 36     105ced6a-ed42-4f55-aebb-65185f2aa81e Joe Grundfest: On Capital Markets, Crypto Regulations, Board Diversity & Corporate Electoral Innovation. (0:00) Intro.

    (1:42) Start of interview.

    (3:11) Joe's take on the rise of IPOs and SPACs since 2020. "There is a level where it is all entirely rational."

    (4:16) Staying private vs going public in this environment. "In today's world, companies have three alternatives: do another VC round, a SPAC or an IPO."

    (6:43) On the fundraising environment: "This is historically unprecedented... due to fiscal and monetary stimulus throughout the U.S. and global economies." "But you have to combine that with the observation that we really do have some fundamental technological and economic changes going on."

    (8:47) Are you bullish or bearish on the economy and markets? "I'm confused-ish"

    (10:46) On Bitcoin, and the new Bitcoin Law from El Salvador (making it legal tender in that country): It has serious repercussions for US law (currency vs security, money transmission, tax implications, etc).

    (12:56) On US public corporations adding Bitcoin to the corporate treasuries. On bitcoin mining ("dirty, dirty, dirty") and the distinctions between "proof of work" and "proof of stake" cryptos. On Elon's decision to not accept Bitcoin to purchase Teslas.

    (16:12) On DeFi: "Once regulators figure out what's going on here, they are going to try to crush it." "You know, the SEC has no idea what to do with crypto. The SEC is asking for legislation, they're actually begging for legislation, because if you get legislation, then it's not their job. Unless (the SEC's nightmare) Congress gives the SEC all the authority it needs to regulate crypto and says to the SEC: here you go, do it."

    (19:30) On DAOs: "They can lead to chaos. I mean, what is the governance structure? Each one of these has a very different governance structure. And one of the things that we know is that there's no perfect governance structure, right? If you want to over intellectualize this, go back to Ken Arrow's Impossibility Theorem where he demonstrated that there are lots of criteria we would like to see in a society and you can't simultaneously have them all. Well, you know, that's a super brainiac way of saying that governments are always going to fail to one degree or another. Putting the problem of social organization on the blockchain does not solve the problem of social organization. It simply replicates the problem on the blockchain, right? So why do people think that putting an insoluble problem on the blockchain solves the insoluble problem is an insoluble problem to me."

    (21:13) On the different approach to blockchain by computer scientists and lawyers. The Stanford Center for Blockchain Research. "What can I say? The computer science people don't get sued 25 times... you know, in computer science, your equations are generally fairly well behaved. And if you write a system, you know how it's going to operate. We're lawyers, we deal with people. Not only deal with people, we deal with plaintiffs. It's a very different problem. I mean look, in engineering you're often dealing with fairly well behaved systems. If systems were well-behaved, you wouldn't need lawyers. So what can I say? I only go where there's chaos and mayhem."

    (22:57) On SB-826 (gender) board diversity quota in CA: "the data suggests pretty strongly, almost conclusively, that SB-826 has worked. The number of women on corporate boards in California has increased significantly. The majority of corporations in CA are now in compliance with SB-826."

    (24:23) On AB-979 (minorities) board diversity quota in CA: "figuring out the effect of the AB 979 is more difficult. It's very hard to separate that out from what I call the George Floyd effect."

    (25:21) On the constitutionality of these laws: "there's a deeper mystery here. And something that I think is really more profound. If you look objectively at both pieces of legislation, and if you ask yourself, what's the probability that the U.S. Supreme court as currently composed (a 6-3 conservative majority) would find either one of these pieces of legislation is constitutional? The answer would be a resounding no." "The fascinating thing is typically when legislation is potentially unconstitutional, everybody's jumping up and down and they're suing to get it invalidated. Here, not only is that not happening, but the vast majority of corporations are complying with legislation."

    (27:33) "These bills are what I would call The Miracle of Unconstitutional Legislation: "These are the most effective unconstitutional pieces of legislation that I've ever seen in American history. And I think the answer for why they've been so successful is that at least when it comes to legislating the composition of corporate boards, the majority of America is out of tune with Supreme court doctrine regarding the existence of quotas." "Diversity on corporate boards is being treated very differently to diversity in other areas of society and the parties most directly affected aren't complaining about it. It's a remarkable situation."

    (31:08) On stakeholder capitalism and the BRT restatement of 2019: "This is nothing new. You always had to consider all of the constituencies, otherwise you're out of business."

    (34:45) On Engine No. 1 proxy fight with Exxon Mobil:  "This is huge. I think going forward, every proxy contest is going to be measured as either before Exxon or after Exxon. What it demonstrates is that in today's world, you don't need a large equity position. What you really need to understand is the story that is going to resonate with the large institutional investors. Engine No. 1  had a terrific story that resonated extraordinarily well. They had the perfect target because Exxon had built up a reputation over decades as being the most arrogant corporation in the United States. They'd basically refused to listen to institutional investors. You combine that with the big push towards ESG investing, and the fact that many institutions now feel they can't afford to be on the wrong side of ESG momentum. You know, it created a situation where if you were economically and politically smart, and these guys I think are, you would be able to leverage your position by a factor of 2,500 and grab three seats on the Exxon board of directors. They did something that people thought would have been impossible. And I think it's highly innovative and you're going to see many forums of what I would call corporate electoral innovation over the next year or two. And a lot of it will wind up pushing the ESG direction."

    (38:04) "Look, my joke line about ESG is that given the current state of the art, it stands for Extremely Subjective Guessing"!

    Joseph A. Grundfest is Stanford Law School Professor and an expert on capital markets, corporate governance, and securities litigation. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 15 Jun 2021 13:00:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Joe Grundfest) https://boardroom-governance.com/episodes/joseph-grundfest-Ozrpqtjd (0:00) Intro.

    (1:42) Start of interview.

    (3:11) Joe's take on the rise of IPOs and SPACs since 2020. "There is a level where it is all entirely rational."

    (4:16) Staying private vs going public in this environment. "In today's world, companies have three alternatives: do another VC round, a SPAC or an IPO."

    (6:43) On the fundraising environment: "This is historically unprecedented... due to fiscal and monetary stimulus throughout the U.S. and global economies." "But you have to combine that with the observation that we really do have some fundamental technological and economic changes going on."

    (8:47) Are you bullish or bearish on the economy and markets? "I'm confused-ish"

    (10:46) On Bitcoin, and the new Bitcoin Law from El Salvador (making it legal tender in that country): It has serious repercussions for US law (currency vs security, money transmission, tax implications, etc).

    (12:56) On US public corporations adding Bitcoin to the corporate treasuries. On bitcoin mining ("dirty, dirty, dirty") and the distinctions between "proof of work" and "proof of stake" cryptos. On Elon's decision to not accept Bitcoin to purchase Teslas.

    (16:12) On DeFi: "Once regulators figure out what's going on here, they are going to try to crush it." "You know, the SEC has no idea what to do with crypto. The SEC is asking for legislation, they're actually begging for legislation, because if you get legislation, then it's not their job. Unless (the SEC's nightmare) Congress gives the SEC all the authority it needs to regulate crypto and says to the SEC: here you go, do it."

    (19:30) On DAOs: "They can lead to chaos. I mean, what is the governance structure? Each one of these has a very different governance structure. And one of the things that we know is that there's no perfect governance structure, right? If you want to over intellectualize this, go back to Ken Arrow's Impossibility Theorem where he demonstrated that there are lots of criteria we would like to see in a society and you can't simultaneously have them all. Well, you know, that's a super brainiac way of saying that governments are always going to fail to one degree or another. Putting the problem of social organization on the blockchain does not solve the problem of social organization. It simply replicates the problem on the blockchain, right? So why do people think that putting an insoluble problem on the blockchain solves the insoluble problem is an insoluble problem to me."

    (21:13) On the different approach to blockchain by computer scientists and lawyers. The Stanford Center for Blockchain Research. "What can I say? The computer science people don't get sued 25 times... you know, in computer science, your equations are generally fairly well behaved. And if you write a system, you know how it's going to operate. We're lawyers, we deal with people. Not only deal with people, we deal with plaintiffs. It's a very different problem. I mean look, in engineering you're often dealing with fairly well behaved systems. If systems were well-behaved, you wouldn't need lawyers. So what can I say? I only go where there's chaos and mayhem."

    (22:57) On SB-826 (gender) board diversity quota in CA: "the data suggests pretty strongly, almost conclusively, that SB-826 has worked. The number of women on corporate boards in California has increased significantly. The majority of corporations in CA are now in compliance with SB-826."

    (24:23) On AB-979 (minorities) board diversity quota in CA: "figuring out the effect of the AB 979 is more difficult. It's very hard to separate that out from what I call the George Floyd effect."

    (25:21) On the constitutionality of these laws: "there's a deeper mystery here. And something that I think is really more profound. If you look objectively at both pieces of legislation, and if you ask yourself, what's the probability that the U.S. Supreme court as currently composed (a 6-3 conservative majority) would find either one of these pieces of legislation is constitutional? The answer would be a resounding no." "The fascinating thing is typically when legislation is potentially unconstitutional, everybody's jumping up and down and they're suing to get it invalidated. Here, not only is that not happening, but the vast majority of corporations are complying with legislation."

    (27:33) "These bills are what I would call The Miracle of Unconstitutional Legislation: "These are the most effective unconstitutional pieces of legislation that I've ever seen in American history. And I think the answer for why they've been so successful is that at least when it comes to legislating the composition of corporate boards, the majority of America is out of tune with Supreme court doctrine regarding the existence of quotas." "Diversity on corporate boards is being treated very differently to diversity in other areas of society and the parties most directly affected aren't complaining about it. It's a remarkable situation."

    (31:08) On stakeholder capitalism and the BRT restatement of 2019: "This is nothing new. You always had to consider all of the constituencies, otherwise you're out of business."

    (34:45) On Engine No. 1 proxy fight with Exxon Mobil:  "This is huge. I think going forward, every proxy contest is going to be measured as either before Exxon or after Exxon. What it demonstrates is that in today's world, you don't need a large equity position. What you really need to understand is the story that is going to resonate with the large institutional investors. Engine No. 1  had a terrific story that resonated extraordinarily well. They had the perfect target because Exxon had built up a reputation over decades as being the most arrogant corporation in the United States. They'd basically refused to listen to institutional investors. You combine that with the big push towards ESG investing, and the fact that many institutions now feel they can't afford to be on the wrong side of ESG momentum. You know, it created a situation where if you were economically and politically smart, and these guys I think are, you would be able to leverage your position by a factor of 2,500 and grab three seats on the Exxon board of directors. They did something that people thought would have been impossible. And I think it's highly innovative and you're going to see many forums of what I would call corporate electoral innovation over the next year or two. And a lot of it will wind up pushing the ESG direction."

    (38:04) "Look, my joke line about ESG is that given the current state of the art, it stands for Extremely Subjective Guessing"!

    Joseph A. Grundfest is Stanford Law School Professor and an expert on capital markets, corporate governance, and securities litigation. 

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Joe Grundfest: On Capital Markets, Crypto Regulations, Board Diversity & Corporate Electoral Innovation. Evan Epstein, Joe Grundfest 00:40:01 In this special one-year anniversary episode of the Boardroom Governance Podcast, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business at Stanford Law School. As some of you may recall, Joe was the very first guest of this podcast so for this edition we skipped the traditional personal & professional background discussions and the rapid-fire questions at the end. Instead, we jumped straight into corporate governance hot topics such as the current capital markets environment, regulation of bitcoin & cryptocurrencies, the push for corporate board diversity, stakeholder capitalism, ESG, and the implications of the recent Exxon Mobil proxy fight for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this special one-year anniversary episode of the Boardroom Governance Podcast, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business at Stanford Law School. As some of you may recall, Joe was the very first guest of this podcast so for this edition we skipped the traditional personal & professional background discussions and the rapid-fire questions at the end. Instead, we jumped straight into corporate governance hot topics such as the current capital markets environment, regulation of bitcoin & cryptocurrencies, the push for corporate board diversity, stakeholder capitalism, ESG, and the implications of the recent Exxon Mobil proxy fight for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com staying private for longer, decentralized autonomous organizations, proof of work, ethereum, stakeholder capitalism, shareholder activism, special purpose acquisition companies, staying private, exxon mobil, ab-979, spl, bitcoin, stanford university, engine no.1, venture capital, securities and exchange commission, ipos, sb-826, corporate treasuries, spacs, vc, business roundtable restatement 2019, sec, defi, el salvador, going public, daos, corporate electoral innovation, initial public offerings false full 35     73318e0e-edf0-4dba-9068-f00100d64810 Nell Minow: "You Can Get 90% of Governance by Looking at CEO Pay"
  • Intro.
  • (1:42) - Start of interview.
  • (2:28) - Nell's "origin story." She's the oldest of three girls, including former Harvard Law School Dean and current Professor Martha Minow. Her father, Newton Minow, was the Chairman of the FCC under JFK and authored a famous speech on the "vast wasteland" of TV (that still resonates 60 years later). She was influenced to speak out from an early age when she saw problems. Her ambition was to become a prosecutor but she moved to D.C., where she worked at the EPA and later at the White House OMB.
  • (4:24) - On meeting Bob Monks, and being asked to join his "new startup" ISS in the mid 1980s (now the largest proxy advisory firm) to advise institutional investors on corporate governance. She didn't know much about corporate governance before joining ISS. "I arrived at the best possible time: the whole field was just beginning so I feel like George Washington or D.W.Griffith because I was there right at the start, out of pure luck." Since then, "Bob Monks and I have built and sold four different [corporate governance related] businesses."
  • (6:57) -  On working as a shareholder activist with LENS ($100m fund) from 1990-2000: "All my career experiences have converged on system analysis: why things don't work as they are supposed to." "ISS had originally been conceived with an activist business plan, but it pivoted to focus instead on independent research for institutional investors. It was at Lens where we focused on activism."
  • (10:23) - Strategy at Lens: "We bought stock in companies that were not living up to their potential." "About a third of companies would say that that they were already way ahead of us and had a plan in place, a third would say that the ideas were pretty good, and a third would fight us." "We did not have much AUM but we knew a lot of the institutional investors, and sometimes they would ask us to look at specific companies because they trusted us." "We sold Lens to Europe's largest institutional investor, however we kept the part we liked which was the in-house research, that became the Corporate Library."
  • (12:43) - On starting The Corporate Library ("we called it intentionally the most non-controversial name because we had a reputation for being very provocative.") "We started by publishing reports on employment contracts of CEOs in S&P500." "My dream was to rate corporate boards like (AAA-to-junk) bonds, and that was the product that we developed, which we hoped to sell to investors [who did not buy it] but we sold them instead to D&O insurers [they loved it.]" "We later acquired GovernanceMetrics International (GMI) and took their name, and sold the whole shebang to MSCI."
  • (17:44) - The history and focus of her current firm, ValueEdge Advisors: "We put on a conference every year for institutional investors, we prepare reports on various corporate governance issues for clients - it's sort of private label research."
  • (18:48) - Her other focus as a movie critic. "The governance life is the frolic and detour, the movie life goes back as far as I can remember." Her favorite corporate governance movies: The Big Short, Owning Mahowny (featuring Philip Seymour Hoffman and involving the biggest bank embezzlement in Canada).
  • (22:48) - Her take on politics in the boardroom. Discussion around her article "The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand.” "If the people listening to this podcast take-away one recommendation from me it would be the following: subscribe immediately to Judd Legum's newsletter called Popular Information. He keeps track of companies that stated in January that they would not make any political contributions to candidates that would not certify the elections [and failed to live up to those promises.]" "It's no longer possible for a CEO to remain neutral."
  • (27:10) - Her take on the "controversial" Coinbase CEO and Basecamp CEO statements.
  • (29:04) - Her take on the rise of ESG: "It's a bit the best of times and worst of times scenario":
    1. Best of times: ESG is supplemental to GAAP (which does not measure human capital well). "The difference between CSR and ESG is that the former had the implication of being sort of a trade-off (limiting profits for some kind of a balancing test) while ESG makes no concession of any kind, it's 100% financial and 100% about assessing risk." "So any claim that ESG is against shareholder value is not well founded." The second point is that ESG is a huge issue for Millennials and the next generation... they care tremendously about this topic (relevant for employers and employees)." This has led to a significant amount of capital pouring into ESG.
    2. Worst of times: "It's such a nascent field that there is no consistency, and the ambitions are in excess of the data that's available." "There are a lot of carpetbaggers coming in and labeling themselves as ESG who don't know what they are talking about."
  • (34:12) - Her take on the BRT corporate purpose restatement (2019) and stakeholder capitalism: "Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable." (her article from Sept 2019). "The last thing I want is for CEOs to be making public policy and deciding how much pollutants they can put out in the air." If we had to rate general knowledge on ESG: on the "E" I would give us B- on our understanding of the relevant factors, on the "G" we could get a B+ on our understanding of governance risks, "S" is the big messy category where who knows what we are talking about." There are groups like SASB that are doing excellent work.
  • (39:21) - Her take on boardroom diversity: "I am very supportive of the Nasdaq and Goldman Sachs approaches that are ultimately market based approaches." "I am not in favor of quotas." "I think we still have a long long way to go." "I would prefer that instead of a quota system we had a rebuttable presumption, for example: if you do not have at least a third of diverse directors in your board you should explain why not and what steps you're taking to improve." "I feel very strongly that if the CEO package is a disgrace, then you should vote no on pay, and on the members of the compensation committee - no matter if they are diverse directors." "If they can't get it right on pay, they should not be on comp committee or the board."
  • (43:15) - Her take on private company governance and dual class shares: "I'm in favor of the market [letting the people create whatever governance and capital structures they want] but personally I would never buy limited voting stock [via dual class shares] in companies." "I am not in favor of prohibiting dual class shares but I think it's a bad idea." "I support CII's position of adding sunset provisions." "The important thing about governance is to have performance standards not design standards." "When we were grading boards of directors, the areas with most conflicts of interests [between boards and shareholders] were CEO pay [CEOs wanted less variability and shareholders want more variability] and M&A [most acquisitions don't add any value]." "Does the board make good decisions? That's the ultimate test, it's not because somebody is someone's second cousin or if there is diversity or if they put or not their governance policies on their website" "This is why I would always vote in favor of Berkshire Hathaway's board, they make good decisions."
  • (48:08) - Her final take-away for public company directors: "We were very good at predicting what was wrong, never that good in predicting what was right. We were better at finding evidence of terrible rather than evidence of greatness, and that's why insurers loved our product because it was about risk." "You can get 90% of your way to governance by looking at CEO pay."
  • (49:35) - The books that have greatly influenced her life:
    1. The Psychology of Everyday Things, by Donald Norman (1988)
    2. Bird by Bird, by Anne Lamott (1994)
  • (50:31) - The movies that have mostly influenced her life:
    1. Sullivan's Travels, directed by Preston Sturges (1941)
    2. Inherit the Wind, directed by Stanley Kramer (1960) *she wrote a law review article on this movie: An Idea is a Greater Monument Than a Cathedral: Deciding How We Know What We Know in Inherit the Wind (1995)
  • (52:17) - Her mentors (outside her family):
    1. Robert A. Monks (business partner of 35 years).
  • (54:05) - Her favorite quotes:
    1. "It is not your responsibility to finish the work [of perfecting the world], but you are not free to desist from it either" Pirkei Avot  ("you don't have to do everything, but you have to do something")
    2. "The funniest mortals and the kindest are those who are most aware of the baffle of being, don't kid themselves our care is consolable but believe a laugh is less heartless than tears.” by W.H. Auden in a poem called “Tonight at Seven-Thirty." ("when corporate misbehavior is so outrageous it helps if I can laugh at it, and then get angry...")
    3. "Always take the high road, it will either shame the other side into good behavior or it will drive them crazy" Her mom.
  • (56:08) - Her "unusual habit" that she loves: San Diego's Comi Con (she never misses it, and calls it the "Iowa Caucus of popular culture"). "The people there are the most passionate and independent minded fans."
  • (56:55) - The living person she most admires: her parents. They exemplify what is to have a full life: "Speak truth to power, to be part of the solution, and to be always there for your family."

    • Nell Minow is the Vice Chair of ValueEdge Advisors. She was Co-founder and Director of GMI Ratings from 2010 to 2014, and was Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Ms. Minow was a Principal of Lens, a $100 million investment firm that took positions in underperforming companies and used shareholder activism to increase their value. Her other professional experience includes serving as a Principal of Lens Investment Management, as President of Institutional Shareholder Services, Inc., and as an attorney at the U.S. Environmental Protection Agency, the Office of Management and Budget, and the Department of Justice. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 24 May 2021 12:50:12 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Nell Minow) https://boardroom-governance.com/episodes/nell-minow-FAMdLX8x
  • Intro.
  • (1:42) - Start of interview.
  • (2:28) - Nell's "origin story." She's the oldest of three girls, including former Harvard Law School Dean and current Professor Martha Minow. Her father, Newton Minow, was the Chairman of the FCC under JFK and authored a famous speech on the "vast wasteland" of TV (that still resonates 60 years later). She was influenced to speak out from an early age when she saw problems. Her ambition was to become a prosecutor but she moved to D.C., where she worked at the EPA and later at the White House OMB.
  • (4:24) - On meeting Bob Monks, and being asked to join his "new startup" ISS in the mid 1980s (now the largest proxy advisory firm) to advise institutional investors on corporate governance. She didn't know much about corporate governance before joining ISS. "I arrived at the best possible time: the whole field was just beginning so I feel like George Washington or D.W.Griffith because I was there right at the start, out of pure luck." Since then, "Bob Monks and I have built and sold four different [corporate governance related] businesses."
  • (6:57) -  On working as a shareholder activist with LENS ($100m fund) from 1990-2000: "All my career experiences have converged on system analysis: why things don't work as they are supposed to." "ISS had originally been conceived with an activist business plan, but it pivoted to focus instead on independent research for institutional investors. It was at Lens where we focused on activism."
  • (10:23) - Strategy at Lens: "We bought stock in companies that were not living up to their potential." "About a third of companies would say that that they were already way ahead of us and had a plan in place, a third would say that the ideas were pretty good, and a third would fight us." "We did not have much AUM but we knew a lot of the institutional investors, and sometimes they would ask us to look at specific companies because they trusted us." "We sold Lens to Europe's largest institutional investor, however we kept the part we liked which was the in-house research, that became the Corporate Library."
  • (12:43) - On starting The Corporate Library ("we called it intentionally the most non-controversial name because we had a reputation for being very provocative.") "We started by publishing reports on employment contracts of CEOs in S&P500." "My dream was to rate corporate boards like (AAA-to-junk) bonds, and that was the product that we developed, which we hoped to sell to investors [who did not buy it] but we sold them instead to D&O insurers [they loved it.]" "We later acquired GovernanceMetrics International (GMI) and took their name, and sold the whole shebang to MSCI."
  • (17:44) - The history and focus of her current firm, ValueEdge Advisors: "We put on a conference every year for institutional investors, we prepare reports on various corporate governance issues for clients - it's sort of private label research."
  • (18:48) - Her other focus as a movie critic. "The governance life is the frolic and detour, the movie life goes back as far as I can remember." Her favorite corporate governance movies: The Big Short, Owning Mahowny (featuring Philip Seymour Hoffman and involving the biggest bank embezzlement in Canada).
  • (22:48) - Her take on politics in the boardroom. Discussion around her article "The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand.” "If the people listening to this podcast take-away one recommendation from me it would be the following: subscribe immediately to Judd Legum's newsletter called Popular Information. He keeps track of companies that stated in January that they would not make any political contributions to candidates that would not certify the elections [and failed to live up to those promises.]" "It's no longer possible for a CEO to remain neutral."
  • (27:10) - Her take on the "controversial" Coinbase CEO and Basecamp CEO statements.
  • (29:04) - Her take on the rise of ESG: "It's a bit the best of times and worst of times scenario":
    1. Best of times: ESG is supplemental to GAAP (which does not measure human capital well). "The difference between CSR and ESG is that the former had the implication of being sort of a trade-off (limiting profits for some kind of a balancing test) while ESG makes no concession of any kind, it's 100% financial and 100% about assessing risk." "So any claim that ESG is against shareholder value is not well founded." The second point is that ESG is a huge issue for Millennials and the next generation... they care tremendously about this topic (relevant for employers and employees)." This has led to a significant amount of capital pouring into ESG.
    2. Worst of times: "It's such a nascent field that there is no consistency, and the ambitions are in excess of the data that's available." "There are a lot of carpetbaggers coming in and labeling themselves as ESG who don't know what they are talking about."
  • (34:12) - Her take on the BRT corporate purpose restatement (2019) and stakeholder capitalism: "Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable." (her article from Sept 2019). "The last thing I want is for CEOs to be making public policy and deciding how much pollutants they can put out in the air." If we had to rate general knowledge on ESG: on the "E" I would give us B- on our understanding of the relevant factors, on the "G" we could get a B+ on our understanding of governance risks, "S" is the big messy category where who knows what we are talking about." There are groups like SASB that are doing excellent work.
  • (39:21) - Her take on boardroom diversity: "I am very supportive of the Nasdaq and Goldman Sachs approaches that are ultimately market based approaches." "I am not in favor of quotas." "I think we still have a long long way to go." "I would prefer that instead of a quota system we had a rebuttable presumption, for example: if you do not have at least a third of diverse directors in your board you should explain why not and what steps you're taking to improve." "I feel very strongly that if the CEO package is a disgrace, then you should vote no on pay, and on the members of the compensation committee - no matter if they are diverse directors." "If they can't get it right on pay, they should not be on comp committee or the board."
  • (43:15) - Her take on private company governance and dual class shares: "I'm in favor of the market [letting the people create whatever governance and capital structures they want] but personally I would never buy limited voting stock [via dual class shares] in companies." "I am not in favor of prohibiting dual class shares but I think it's a bad idea." "I support CII's position of adding sunset provisions." "The important thing about governance is to have performance standards not design standards." "When we were grading boards of directors, the areas with most conflicts of interests [between boards and shareholders] were CEO pay [CEOs wanted less variability and shareholders want more variability] and M&A [most acquisitions don't add any value]." "Does the board make good decisions? That's the ultimate test, it's not because somebody is someone's second cousin or if there is diversity or if they put or not their governance policies on their website" "This is why I would always vote in favor of Berkshire Hathaway's board, they make good decisions."
  • (48:08) - Her final take-away for public company directors: "We were very good at predicting what was wrong, never that good in predicting what was right. We were better at finding evidence of terrible rather than evidence of greatness, and that's why insurers loved our product because it was about risk." "You can get 90% of your way to governance by looking at CEO pay."
  • (49:35) - The books that have greatly influenced her life:
    1. The Psychology of Everyday Things, by Donald Norman (1988)
    2. Bird by Bird, by Anne Lamott (1994)
  • (50:31) - The movies that have mostly influenced her life:
    1. Sullivan's Travels, directed by Preston Sturges (1941)
    2. Inherit the Wind, directed by Stanley Kramer (1960) *she wrote a law review article on this movie: An Idea is a Greater Monument Than a Cathedral: Deciding How We Know What We Know in Inherit the Wind (1995)
  • (52:17) - Her mentors (outside her family):
    1. Robert A. Monks (business partner of 35 years).
  • (54:05) - Her favorite quotes:
    1. "It is not your responsibility to finish the work [of perfecting the world], but you are not free to desist from it either" Pirkei Avot  ("you don't have to do everything, but you have to do something")
    2. "The funniest mortals and the kindest are those who are most aware of the baffle of being, don't kid themselves our care is consolable but believe a laugh is less heartless than tears.” by W.H. Auden in a poem called “Tonight at Seven-Thirty." ("when corporate misbehavior is so outrageous it helps if I can laugh at it, and then get angry...")
    3. "Always take the high road, it will either shame the other side into good behavior or it will drive them crazy" Her mom.
  • (56:08) - Her "unusual habit" that she loves: San Diego's Comi Con (she never misses it, and calls it the "Iowa Caucus of popular culture"). "The people there are the most passionate and independent minded fans."
  • (56:55) - The living person she most admires: her parents. They exemplify what is to have a full life: "Speak truth to power, to be part of the solution, and to be always there for your family."

    • Nell Minow is the Vice Chair of ValueEdge Advisors. She was Co-founder and Director of GMI Ratings from 2010 to 2014, and was Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Ms. Minow was a Principal of Lens, a $100 million investment firm that took positions in underperforming companies and used shareholder activism to increase their value. Her other professional experience includes serving as a Principal of Lens Investment Management, as President of Institutional Shareholder Services, Inc., and as an attorney at the U.S. Environmental Protection Agency, the Office of Management and Budget, and the Department of Justice. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    You can follow Evan on social media at:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Nell Minow: "You Can Get 90% of Governance by Looking at CEO Pay" Evan Epstein, Nell Minow 00:58:41 In this episode, I talk with Nell Minow, a prominent voice in corporate governance. She currently serves as the Vice Chair of ValueEdge Advisors. Previously, she was the Co-founder and Director of GMI Ratings from 2010 to 2014, and the Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Nell was a Principal of Lens, a $100 million shareholder activist firm. Her other professional experiences includes serving as President & General Counsel of ISS and as an attorney at the EPA, the Office of Management and Budget, and the Department of Justice. She has authored over 200 articles and co-authored three books on corporate governance with Bob Monks. In this podcast we talk about her personal story, her career in corporate governance, her thoughts on politics in the boardroom, stakeholder capitalism, ESG, boardroom diversity, and other trends including her recommendations for directors of public companies today. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Nell Minow, a prominent voice in corporate governance. She currently serves as the Vice Chair of ValueEdge Advisors. Previously, she was the Co-founder and Director of GMI Ratings from 2010 to 2014, and the Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Nell was a Principal of Lens, a $100 million shareholder activist firm. Her other professional experiences includes serving as President & General Counsel of ISS and as an attorney at the EPA, the Office of Management and Budget, and the Department of Justice. She has authored over 200 articles and co-authored three books on corporate governance with Bob Monks. In this podcast we talk about her personal story, her career in corporate governance, her thoughts on politics in the boardroom, stakeholder capitalism, ESG, boardroom diversity, and other trends including her recommendations for directors of public companies today. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stakeholder capitalism, shareholder activism, executive compensation, governancemetrics international (gmi), corporate governance, diversity, corporate social responsibility, cii, msci, sasb, pay, say on pay, csr, corporate purpose, newton minow, the corporate library, ceo pay, valueedge advisors, berkshire hathaway, iss, stakeholder vs shareholder debate, sunset provisions, esg, politics in the boardroom, dual class shares false full 34     85d200ab-d846-41a0-8900-a3cc5d58ad52 Jon Lukomnik: Moving Beyond Modern Portfolio Theory and the Evolution of Corporate Governance.
  • Intro.
  • (1:37) - Start of interview
  • (2:19) - Jon's "origin story." He started as a sports journalist, later became press secretary to then NYC Comptroller Jay Goldin. His transition to asset management, founding his firm Sinclair Capital and leading the Investor Responsibility Research Center Institute (IRRCi) (succeeded by the Weinberg Center) focused on ESG and capital market issues.
  • (4:48) - His experience with the NYC pension funds, CII and how he addresses the different "stages of governance" described in his book "Moving Beyond Modern Portfolio Theory: Investing That Matters." His historical perspective on corporate governance from the Dutch East India Company (1602). HBS Professors Myles Mace: "Boards are ornaments on a corporate Christmas tree" and Peter Drucker: "The one thing that all boards have in common is that they do not work." His experience with Creditors Committee at WorldCom. Corporate governance in the 1980s changed for two reasons:
    1. In a capitalist society whoever has capital, has power. By the 1980s, institutional investors became very influential with more assets under management.
    2. This was prompted in part by the greenmail scandals. In one year (1983-1984) this practice extracted $4bn from US corporations
    3. That prompted the formation of the Council of Institutional Investors (1985).
  • (13:04) -  The disagreement is not over corporate governance, but rather over "optimal" corporate governance. This is so because capital is changing. "75%-94% of your returns is due to the systematic nature of the markets." The problem with MPT.
  • (17:41) - The concept of "Beta Activism"
  • (19:54) - The focus of his book "Moving Beyond MPT": "This is not a modest book: we are trying to redefine what investing is." "Stewardship for the benefit of the marketplace as a whole, to deal with systematic risk issues that  that we can't deal with mere diversification." More holistic and long term vision of how to improve the risk return of the market as a whole.
  • (21:41) - Shareholder activism on ESG and sustainability ("Beta Activism"). Examples: Engine No.1 on Exxon, Climate Change. "There will also be changes on how shareholder resolutions will be crafted." For example: Yum Brands  on the systemic effects of the use of antibiotics in its supply chain by the end of 2021 (proposed by Paul Rissman and the Shareholder Commons). From individual companies to global/industry levels. Another example, new safety standards after the Vale scandals. "The problem is that somehow in the 1990s/2000s the shareholders figured out how to be first and last in the line."
  • (26:16) - Debate on corporate purpose (shareholder primacy / stakeholder capitalism / benefit corporations). "I think the person who jumpstarted this discussion was Lynn Stout with her book the shareholder value myth." "You have to care about how companies are dealing with the health of the system as a whole." "But I still think that the governance of a company needs a final decision: that's the shareholders [on how to maximize the residual benefit but taking care of everyone else to do that." "I've always thought it was a false dichotomy [to think about shareholder primacy vs stakeholder capitalism.]" Alex Edman's book "Grow the Pie": shareholder value as a subset of societal value. Shareholders are at the back of the line.
  • (30:30) - His perspective on international corporate governance trends. Cross-influence between the US and Europe. Asia. Taking into accounts culture. The last US administration tampered down ESG in the last 4 years.
  • (35:29) - His take on public vs private companies (Wall Street vs Silicon Valley). The advent of dual class shares in Silicon Valley: "founder syndrome." There are different risk desires and appetites for smaller growth companies vs larger mature companies.
  • (39:43) - His thoughts on western vs authoritarian vs the next dominant economic paradigm. "Confucian curse of living through interesting times."
  • (43:15) - His favorite book: Fifth Business, by Robertson Davies (1970)
  • (43:41) - His favorite play: As You Like It, by William Shakespeare
  • (45:45) - His mentors:
    1. His sister (personal)
    2. Jay Goldin (professional)
  • (47:38) - His favorite quote: "It's better to be approximately right than precisely wrong" and 
    "Work hard and be nice to people" (new Michael Franti song)
  • (48:30) - His "unusual habit": He loves to cook.
  • (49:26) - The living person he most admires: his wife.
  • (49:56) - His views on the future of NY post pandemic.

    • Jon Lukomnik is the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund and a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Wed, 21 Apr 2021 13:41:48 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Jon Lukomnik) https://boardroom-governance.com/episodes/jon-lukomnik-KKmEtppS
  • Intro.
  • (1:37) - Start of interview
  • (2:19) - Jon's "origin story." He started as a sports journalist, later became press secretary to then NYC Comptroller Jay Goldin. His transition to asset management, founding his firm Sinclair Capital and leading the Investor Responsibility Research Center Institute (IRRCi) (succeeded by the Weinberg Center) focused on ESG and capital market issues.
  • (4:48) - His experience with the NYC pension funds, CII and how he addresses the different "stages of governance" described in his book "Moving Beyond Modern Portfolio Theory: Investing That Matters." His historical perspective on corporate governance from the Dutch East India Company (1602). HBS Professors Myles Mace: "Boards are ornaments on a corporate Christmas tree" and Peter Drucker: "The one thing that all boards have in common is that they do not work." His experience with Creditors Committee at WorldCom. Corporate governance in the 1980s changed for two reasons:
    1. In a capitalist society whoever has capital, has power. By the 1980s, institutional investors became very influential with more assets under management.
    2. This was prompted in part by the greenmail scandals. In one year (1983-1984) this practice extracted $4bn from US corporations
    3. That prompted the formation of the Council of Institutional Investors (1985).
  • (13:04) -  The disagreement is not over corporate governance, but rather over "optimal" corporate governance. This is so because capital is changing. "75%-94% of your returns is due to the systematic nature of the markets." The problem with MPT.
  • (17:41) - The concept of "Beta Activism"
  • (19:54) - The focus of his book "Moving Beyond MPT": "This is not a modest book: we are trying to redefine what investing is." "Stewardship for the benefit of the marketplace as a whole, to deal with systematic risk issues that  that we can't deal with mere diversification." More holistic and long term vision of how to improve the risk return of the market as a whole.
  • (21:41) - Shareholder activism on ESG and sustainability ("Beta Activism"). Examples: Engine No.1 on Exxon, Climate Change. "There will also be changes on how shareholder resolutions will be crafted." For example: Yum Brands  on the systemic effects of the use of antibiotics in its supply chain by the end of 2021 (proposed by Paul Rissman and the Shareholder Commons). From individual companies to global/industry levels. Another example, new safety standards after the Vale scandals. "The problem is that somehow in the 1990s/2000s the shareholders figured out how to be first and last in the line."
  • (26:16) - Debate on corporate purpose (shareholder primacy / stakeholder capitalism / benefit corporations). "I think the person who jumpstarted this discussion was Lynn Stout with her book the shareholder value myth." "You have to care about how companies are dealing with the health of the system as a whole." "But I still think that the governance of a company needs a final decision: that's the shareholders [on how to maximize the residual benefit but taking care of everyone else to do that." "I've always thought it was a false dichotomy [to think about shareholder primacy vs stakeholder capitalism.]" Alex Edman's book "Grow the Pie": shareholder value as a subset of societal value. Shareholders are at the back of the line.
  • (30:30) - His perspective on international corporate governance trends. Cross-influence between the US and Europe. Asia. Taking into accounts culture. The last US administration tampered down ESG in the last 4 years.
  • (35:29) - His take on public vs private companies (Wall Street vs Silicon Valley). The advent of dual class shares in Silicon Valley: "founder syndrome." There are different risk desires and appetites for smaller growth companies vs larger mature companies.
  • (39:43) - His thoughts on western vs authoritarian vs the next dominant economic paradigm. "Confucian curse of living through interesting times."
  • (43:15) - His favorite book: Fifth Business, by Robertson Davies (1970)
  • (43:41) - His favorite play: As You Like It, by William Shakespeare
  • (45:45) - His mentors:
    1. His sister (personal)
    2. Jay Goldin (professional)
  • (47:38) - His favorite quote: "It's better to be approximately right than precisely wrong" and 
    "Work hard and be nice to people" (new Michael Franti song)
  • (48:30) - His "unusual habit": He loves to cook.
  • (49:26) - The living person he most admires: his wife.
  • (49:56) - His views on the future of NY post pandemic.

    • Jon Lukomnik is the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund and a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”. 

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Jon Lukomnik: Moving Beyond Modern Portfolio Theory and the Evolution of Corporate Governance. Evan Epstein, Jon Lukomnik 00:55:38 In this episode, I talk with Jon Lukomnik, the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund, a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”. He is also the co-author of "What They Do With Your Money: How the Financial System Fails Us and How to Fix it" and “The New Capitalists”. In this podcast, we discuss his latest book “Moving Beyond MPT” and the historical stages of corporate governance, going all the way back to the Dutch East India Company in 1602. We also talk about the concepts of beta activism, ESG, stakeholder capitalism, private vs public companies, and much more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Jon Lukomnik, the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund, a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”. He is also the co-author of "What They Do With Your Money: How the Financial System Fails Us and How to Fix it" and “The New Capitalists”. In this podcast, we discuss his latest book “Moving Beyond MPT” and the historical stages of corporate governance, going all the way back to the Dutch East India Company in 1602. We also talk about the concepts of beta activism, ESG, stakeholder capitalism, private vs public companies, and much more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com stages of governance, greenmail, stakeholder capitalism, shareholder activism, corporate governance, #corpgov, shareholder value, cii, sustainability, #esg, dutch east india company, vale, beta activism, yum brands, say on pay, nyc comptroller, corporate purpose, iirci, wall st, modern portfolio theory, environmental social governance, finance, shareholder commons, stakeholder vs shareholder debate, council of institutional investors, esg, mpt, jon lukomnik, silicon valley false full 33     7f096124-88b9-474b-80e5-21bbfb7ad3d7 Janine Yancey: "Boards Have To Address Social Issues"
  • Intro.
  • (1:12) - Start of interview
  • (1:54) - Janine's "origin story."
  • (2:25) - Her path from law school to plaintiff litigation work, representing and training employers, and the founding of Emtrain.
  • (5:40) - Her thoughts on lawyers transitioning to entrepreneurship, and her personal story with Emtrain: "I had this day job that was pretty directionally consistent with what I wanted to do in a technology aided fashion." "It was a big deal when I quit my day job in 2006 and all of a sudden there were five of us employed by Emtrain."
  • (7:02) -  "The real transitioning point was in 2016-2017, after watching the SF trial of Ellen Pao v. Kleiner Perkins (2015), that seemed to me a seminal point. The beginning of harassment law as we know it began with another huge SF trial, the Baker Mackenzie case (1994). I watched both trials so I thought this would become another inflection point."
  • (7:40) - I predicted the #MeToo movement in an article that I published on Medium. "Women everywhere are going to be so upset. The law is not an adequate channel to address these issues in real time, and social media is going to become the avenue to bring more accountability."
  • (8:20) - "This is when I decided to take some outside capital for Emtrain." Her vision of Emtrain, and their new technology approach with predictive analytics and benchmarks.
  • (13:03) - How technology has impacted her business offerings. Scaling from a one-dimensional compliance training program to two-way communication and multi-stakeholder engagement.
  • (15:03) - Impact and take-aways from Emtrain's 2021 Workplace Culture Report (based on 20 million employee responses on workplace).
  • (18:44) - Her take on the impact of COVID-19 and WFH policies in the workplace: "We have to be more intentional in virtual settings." We will have to navigate the "in-group / out-group" challenges and dynamics.
  • (21:16) - The role of the board on ethics, respect and inclusion. "Laws follow people, people don't follow laws." "Younger generations are social justice warriors." Reputation impacts the corporate brand.
  • (24:33) - The impact of ESG in her industry. "We are a tool in the tool chest to support and manage the corporate brand and how they're perceived by stakeholders."
  • (27:23) - Her thoughts on the BRT 2019 restatement of corporate purpose and the rise of employee activism.
  • (31:02) - Her take on corporate boardroom diversity. "If Theranos would've had any woman on its board, maybe she would've called b*%&t on Elizabeth Holmes". "Different people see different things." "What about the Purdue case, the social consequences are huge." "Compiling diversity metrics is a start, but that's like crawling. Where we need to go is understanding the KPIs and dynamics to reach a better trajectory."
  • (38:19) - How she came up with the framework used by Emtrain. It's all about organizational behavior. Her take on the difference between US and European corporate approach to social issues.
  • (40:48) - Her take on the recent exodus of people and companies from SF/Bay Area/CA and why she thinks CA will be fine.
  • (44:23) - Her favorite books:
    1. Atlas Shrugged, by Ayn Rand (1957)
    2. Sci-fi and fantasy books.
  • (47:13) - Her mentors: "I unfortunately was late in the game on having mentors" Recently I've connected with some great advisors:
    1. Frits Habermann, ex CTO of Lynda.com (acquired by LinkedIn)
    2. Steve Roop, formerly with Glassdoor.
  • (48:52) - Her favorite quote: "Our strengths are our weaknesses and our weaknesses are our strengths"
  • (49:33) - Her "unusual habit": I twirl my hair when I'm thinking!  She loves reading ("that's what winds me down")
  • (50:24) - The living person she most admires right now: Bill Gates.
  • (52:45) - Her parting thoughts for directors on how to deal with social issues:  "Every board member should think about their ethics, respect and inclusion as part of their reputation. They need to start operationalizing these matters within the organization."

    • Janine Yancey is the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. Janine also worked as counsel at Liebert Cassidy Whitmore, served as Board Member of the Northern California Human Resources Association, and authored The HR Handbook, designed to help young tech companies navigate workplace laws.

    Janine earned her JD at University of California Hastings School of Law and a BA in English and Political Science at the University of California Berkeley.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 12 Apr 2021 13:45:00 +0000 evan.epstein@pacificaglobal.com (Janine Yancey, Evan Epstein) https://boardroom-governance.com/episodes/janine-yancey-7wN1xYKv
  • Intro.
  • (1:12) - Start of interview
  • (1:54) - Janine's "origin story."
  • (2:25) - Her path from law school to plaintiff litigation work, representing and training employers, and the founding of Emtrain.
  • (5:40) - Her thoughts on lawyers transitioning to entrepreneurship, and her personal story with Emtrain: "I had this day job that was pretty directionally consistent with what I wanted to do in a technology aided fashion." "It was a big deal when I quit my day job in 2006 and all of a sudden there were five of us employed by Emtrain."
  • (7:02) -  "The real transitioning point was in 2016-2017, after watching the SF trial of Ellen Pao v. Kleiner Perkins (2015), that seemed to me a seminal point. The beginning of harassment law as we know it began with another huge SF trial, the Baker Mackenzie case (1994). I watched both trials so I thought this would become another inflection point."
  • (7:40) - I predicted the #MeToo movement in an article that I published on Medium. "Women everywhere are going to be so upset. The law is not an adequate channel to address these issues in real time, and social media is going to become the avenue to bring more accountability."
  • (8:20) - "This is when I decided to take some outside capital for Emtrain." Her vision of Emtrain, and their new technology approach with predictive analytics and benchmarks.
  • (13:03) - How technology has impacted her business offerings. Scaling from a one-dimensional compliance training program to two-way communication and multi-stakeholder engagement.
  • (15:03) - Impact and take-aways from Emtrain's 2021 Workplace Culture Report (based on 20 million employee responses on workplace).
  • (18:44) - Her take on the impact of COVID-19 and WFH policies in the workplace: "We have to be more intentional in virtual settings." We will have to navigate the "in-group / out-group" challenges and dynamics.
  • (21:16) - The role of the board on ethics, respect and inclusion. "Laws follow people, people don't follow laws." "Younger generations are social justice warriors." Reputation impacts the corporate brand.
  • (24:33) - The impact of ESG in her industry. "We are a tool in the tool chest to support and manage the corporate brand and how they're perceived by stakeholders."
  • (27:23) - Her thoughts on the BRT 2019 restatement of corporate purpose and the rise of employee activism.
  • (31:02) - Her take on corporate boardroom diversity. "If Theranos would've had any woman on its board, maybe she would've called b*%&t on Elizabeth Holmes". "Different people see different things." "What about the Purdue case, the social consequences are huge." "Compiling diversity metrics is a start, but that's like crawling. Where we need to go is understanding the KPIs and dynamics to reach a better trajectory."
  • (38:19) - How she came up with the framework used by Emtrain. It's all about organizational behavior. Her take on the difference between US and European corporate approach to social issues.
  • (40:48) - Her take on the recent exodus of people and companies from SF/Bay Area/CA and why she thinks CA will be fine.
  • (44:23) - Her favorite books:
    1. Atlas Shrugged, by Ayn Rand (1957)
    2. Sci-fi and fantasy books.
  • (47:13) - Her mentors: "I unfortunately was late in the game on having mentors" Recently I've connected with some great advisors:
    1. Frits Habermann, ex CTO of Lynda.com (acquired by LinkedIn)
    2. Steve Roop, formerly with Glassdoor.
  • (48:52) - Her favorite quote: "Our strengths are our weaknesses and our weaknesses are our strengths"
  • (49:33) - Her "unusual habit": I twirl my hair when I'm thinking!  She loves reading ("that's what winds me down")
  • (50:24) - The living person she most admires right now: Bill Gates.
  • (52:45) - Her parting thoughts for directors on how to deal with social issues:  "Every board member should think about their ethics, respect and inclusion as part of their reputation. They need to start operationalizing these matters within the organization."

    • Janine Yancey is the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. Janine also worked as counsel at Liebert Cassidy Whitmore, served as Board Member of the Northern California Human Resources Association, and authored The HR Handbook, designed to help young tech companies navigate workplace laws.

    Janine earned her JD at University of California Hastings School of Law and a BA in English and Political Science at the University of California Berkeley.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Janine Yancey: "Boards Have To Address Social Issues" Janine Yancey, Evan Epstein 00:54:37 In this episode, I talk with Janine Yancey, the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. In this podcast, we discuss the current state of the workplace environment, culture, reputation, diversity, social matters, the impact of COVID-19, WFH policies and compliance. We also talk about the advent of ESG and the role of the board in tackling some of these issues. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Janine Yancey, the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. In this podcast, we discuss the current state of the workplace environment, culture, reputation, diversity, social matters, the impact of COVID-19, WFH policies and compliance. We also talk about the advent of ESG and the role of the board in tackling some of these issues. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com respect, ethics, #metoo, culturetech, pao vs kleiner perkins, integrity, diversity, work from home, uc hastings, social issues, california, covid-19, reputation, workplace culture, boardroom, environmental social governance, black lives matter, culture, purpose of the corporation, wfh, esg, boardroom diversity, compliance, inclusion, harrassment false full 32     91116ef7-77b5-4b0c-9d58-ab9a61639f09 David Curran: "ESG Is A Moving Target Even For The Best Companies"
  • Intro.
  • (1:21) - Start of interview
  • (2:07) - David's "origin story."
  • (3:42) - His take on lawyers pursuing "non-traditional" careers. "I think that ESG as a career path is going to explode. This is only the beginning."
  • (5:04) - Paul Weiss' Sustainability & ESG Advisory Practice Group.
  • (9:02) -  How did "ESG" become a core topic of corporate governance? "There has been tremendous pressure on organizations to perform better, to be better corporate citizens." "It coalesced gravitationally in large part because of social media." "The investment community needed an organizing force."
  • (16:22) - His take on the "purpose of the corporation" debate (shareholder capitalism vs stakeholder capitalism). "Companies are being held to account for their promises and obligations." "You can't make empty statements anymore." "The pressure shift is severe from a reputational risk." "I don't know of a non-financial consequence at a corporation, everything has a financial consequence." "We need to bring the legal community up to speed to where the business community is." "I call this phenomenon the Super Law: How ethical obligations can shape business and your practice."
  • (22:28) - His take on board diversity. "It's the best example of Super Law." "The genie is out of the bottle on this issue." Nasdaq diversity proposal to the SEC. "One of the dirty little secrets of ESG is that the numbers are not audited, for the most part." "This will be the decade of reckoning... companies will be re-reporting."
  • (30:08) - His take on the roundtables that he's led for the past 20 years (started when he was at Thomson Reuters, FiscalNote, etc). The idea is to convene cross-functional people to talk off-the-record about issues in a real way (private settings). In ESG, every company according to the FT can both a sinner and a saint.
  • (37:13) - His take on the Biden's Administration approach to ESG. Re-signed to Paris Accord (climate change is key) and will deal with a lot of the "S" in the ESG. The EU and UK regulators have been active, and have been regulating US companies. He counsels clients that they have to own ESG programs (consistent policies and procedures).
  • (42:39) - His parting thoughts for directors on ESG matters: 1) Education (learn non-legal components of ESG), 2) They can't rely on D&O insurance in this era. Board members are working really hard now. They can't just rely on management on these matters.
  • (46:55) - His favorite books:
    1. Snow Falling on Cedars, by David Guterson (1995)
    2. Wherever You Go, There You Are, by Jon Kabat-Zinn (1994)
    3. Any book by Robert Caro ("a master at understanding power")
  • (49:02) - His mentors:
    1. Brad Karp (Chairman of Paul Weiss) "a true beacon of the legal profession"
    2. "I take the good and leave the rest from anybody I know" "I've learned some the best things in my life from some of the worst people that I've encountered."
  • (51:22) - His favorite quotes:
    1. "You can't plan for the future until you predict the present" (everybody wants to move forward, very few people want to do the hard work of self-evaluation -- where you are now relative where you should be)
    2. "That's arrogance without portfolio" (in reference to arrogant people!)
  • (53:21) - His "unusual habit": "open to everything and attached to nothing."  You should be open to experiences that you don't think will help you. Example: he's a professional chocolate taster.
  • (55:09) - Which living person does he most admire: As a group, healthcare and essential workers.

    • David Curran is Chief Sustainability and Environmental, Social and Governance (ESG) Officer at Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices.

    Dave is a recognized leader in helping complex organizations build resilience. In addition to his work in the ESG space, he has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. Dave has led many popular Thought Leadership conversations with senior executives on a variety of topics where business and technology intersect with the legal, compliance and risk ecosystems, including Transforming Law, Big Data, #MeToo and many others.

    Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Wed, 7 Apr 2021 14:29:02 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, David Curran) https://boardroom-governance.com/episodes/david-curran-4aeBRKjN
  • Intro.
  • (1:21) - Start of interview
  • (2:07) - David's "origin story."
  • (3:42) - His take on lawyers pursuing "non-traditional" careers. "I think that ESG as a career path is going to explode. This is only the beginning."
  • (5:04) - Paul Weiss' Sustainability & ESG Advisory Practice Group.
  • (9:02) -  How did "ESG" become a core topic of corporate governance? "There has been tremendous pressure on organizations to perform better, to be better corporate citizens." "It coalesced gravitationally in large part because of social media." "The investment community needed an organizing force."
  • (16:22) - His take on the "purpose of the corporation" debate (shareholder capitalism vs stakeholder capitalism). "Companies are being held to account for their promises and obligations." "You can't make empty statements anymore." "The pressure shift is severe from a reputational risk." "I don't know of a non-financial consequence at a corporation, everything has a financial consequence." "We need to bring the legal community up to speed to where the business community is." "I call this phenomenon the Super Law: How ethical obligations can shape business and your practice."
  • (22:28) - His take on board diversity. "It's the best example of Super Law." "The genie is out of the bottle on this issue." Nasdaq diversity proposal to the SEC. "One of the dirty little secrets of ESG is that the numbers are not audited, for the most part." "This will be the decade of reckoning... companies will be re-reporting."
  • (30:08) - His take on the roundtables that he's led for the past 20 years (started when he was at Thomson Reuters, FiscalNote, etc). The idea is to convene cross-functional people to talk off-the-record about issues in a real way (private settings). In ESG, every company according to the FT can both a sinner and a saint.
  • (37:13) - His take on the Biden's Administration approach to ESG. Re-signed to Paris Accord (climate change is key) and will deal with a lot of the "S" in the ESG. The EU and UK regulators have been active, and have been regulating US companies. He counsels clients that they have to own ESG programs (consistent policies and procedures).
  • (42:39) - His parting thoughts for directors on ESG matters: 1) Education (learn non-legal components of ESG), 2) They can't rely on D&O insurance in this era. Board members are working really hard now. They can't just rely on management on these matters.
  • (46:55) - His favorite books:
    1. Snow Falling on Cedars, by David Guterson (1995)
    2. Wherever You Go, There You Are, by Jon Kabat-Zinn (1994)
    3. Any book by Robert Caro ("a master at understanding power")
  • (49:02) - His mentors:
    1. Brad Karp (Chairman of Paul Weiss) "a true beacon of the legal profession"
    2. "I take the good and leave the rest from anybody I know" "I've learned some the best things in my life from some of the worst people that I've encountered."
  • (51:22) - His favorite quotes:
    1. "You can't plan for the future until you predict the present" (everybody wants to move forward, very few people want to do the hard work of self-evaluation -- where you are now relative where you should be)
    2. "That's arrogance without portfolio" (in reference to arrogant people!)
  • (53:21) - His "unusual habit": "open to everything and attached to nothing."  You should be open to experiences that you don't think will help you. Example: he's a professional chocolate taster.
  • (55:09) - Which living person does he most admire: As a group, healthcare and essential workers.

    • David Curran is Chief Sustainability and Environmental, Social and Governance (ESG) Officer at Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices.

    Dave is a recognized leader in helping complex organizations build resilience. In addition to his work in the ESG space, he has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. Dave has led many popular Thought Leadership conversations with senior executives on a variety of topics where business and technology intersect with the legal, compliance and risk ecosystems, including Transforming Law, Big Data, #MeToo and many others.

    Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     David Curran: "ESG Is A Moving Target Even For The Best Companies" Evan Epstein, David Curran 00:57:56 In this episode, I talk with David Curran, the Chief Sustainability and ESG Officer at the law firm Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices. Dave has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. In addition to his position at Paul Weiss, Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs. Since ESG has become one of the hottest topics in corporate governance I think you will get a few good take-aways from our conversation on this increasingly important subject matter. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with David Curran, the Chief Sustainability and ESG Officer at the law firm Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices. Dave has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. In addition to his position at Paul Weiss, Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs. Since ESG has become one of the hottest topics in corporate governance I think you will get a few good take-aways from our conversation on this increasingly important subject matter. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com ethics, equity, paul weiss, stakeholder capitalism, d&o insurance, integrity, diversity, sustainability, d&o, reputation, roundtables, csr, biden, thomson reuters, law school, environmental social governance, sec, purpose of the corporation, nasdaq, esg, super law, inclusion false full 31     542186b8-df7e-463a-978c-9f4e8d74e5f1 Amy Borrus: The Council of Institutional Investors' Voice of Corporate Governance.
  • Intro.
  • (1:22) - Start of interview
  • (2:23) - Amy's "origin story"
  • (3:41) - Her time as a journalist at Businessweek (US, UK and Japan).
  • (5:02) - Her return to the US in 1990, where her last beat was to cover the SEC and corporate governance (including corporate scandals from the early 2000s and SOX).
  • (6:32) -  Her start at the Council of Institutional Investors in 2006.
  • (7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."
  • (9:23) - The three founding principles of CII:
    1. Investors benefit when corporate boards provide robust and effective oversight of management (directors are accountable to shareowners);
    2. Investors are more powerful when they speak with one voice; and
    3. Investors are not monolithic so CII focuses on "big tent issues" where there is consensus.
  • (10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.
  • (12:31) - The evolution of governance since SOX in 2002. "When I joined CII, corporate governance was kind of a backwater." "Since then it has gone mainstream."
  • (15:01) - Her take on BRT's purpose of the corporation restatement (2019) and CII's response letter. "At the end of the day, the north star for public companies is driving sustainable long term shareholder value."
  • (22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.
  • (24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.
  • (26:15) - Her take on ESG. "We focus primarily on the G." "We think that strong governance standards and practices are the linchpin for appropriate attention to the E and the S issues." "We put governance first."
    1. CII's Special Reports and Publications.
    2. CII's Education Initiatives.
  • (30:03) - "CII's policies on board diversity have always adopted a broad view of diversity including background, experience, age, gender, ethnicity and culture." "It's a bulwark against clubbiness, against having blinders on." "We believe diverse boards can be achieved without quotas."
  • (32:44) - CII's policies on  dual class stock. "We've evolved into a compromise position [with sunset provisions]." "If you want to stay private fine, but if you want to tap the public markets you need to treat your public shareholders appropriately - there is a certain baseline expectation." "We have an international race to the bottom with London, HK, Singapore, etc allowing dual class share listings."
  • (42:03) - CII's advocacy priorities for 2021:
    1. Investors rights and protections:
      1. Independent proxy research. CII's amicus brief in support of ISS lawsuit against the SEC.
      2. CII is opposed to SEC's Rule to Limit Shareholder Proposals (Amend Rule 14a-8)
      3. Sunset Provisions for Dual Class Shares.
      4. Clawbacks for executive compensation.
    2. Corporate disclosure:
      1. Climate change risk disclosure.
      2. Board diversity.
      3. Human capital disclosure.
      4. Political spending disclosure.
    3. Market systems and structures:
      1. Abuse of 10b5-1 Plans.
      2. Share buybacks: there should be stronger disclosures.
      3. End-to-end vote confirmation.
      4. Universal proxies in contested elections.
      5. High frequency trading
      6. Stock exchanges
  • (48:06) - Her take on the GameStop saga, "the real danger there is that it undercuts public confidence and integrity of the markets, and that is not good. It's long term problem."
  • (50:02) - Some of her favorite books:
    1. A Gentleman in Moscow, by Amor Towles (2016)
    2. Alexander Hamilton, by Ron Chernow (2005)
    3. Leadership: In Turbulent Times, by Doris Kearns Goodwin (2018)
    4. On corporate governance:
      1. Bad Blood, by John Carreyrou (2020)
      2. Too Big to Fail, by Andrew Ross Sorkin (2010)
  • (52:25) - Her mentors (in addition to her father):
    1. Ann Yerger (former Exec Dir of CII)
    2. Ken Bertsch (former Exec Dir of CII)
  • (54:31) - Her favorite (current) quotes:
    1. "Be curious not judgmental" (Walt Whitman)
    2. "To whom much is given, much will be required."
  • (56:30) - Her "unusual habit": she loves architecture and city/urban planning.

    • Amy Borrus became executive director of the Council of Institutional Investors (CII) in July 2020. She joined CII in 2006 as deputy director, and was interim executive director in 2015-2016. She serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. She also serves on the Best Practice Principles Oversight Committee, which will monitor principles underpinning services of leading proxy advisory firms. Prior to CII, she was a correspondent for Businessweek magazine for more than 20 years. Her journalism career included multi-year assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics and a B.A. in History and English from the University of Pennsylvania

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 22 Feb 2021 14:30:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Amy Borrus) https://boardroom-governance.com/episodes/amy-borrus-St23j8HT
  • Intro.
  • (1:22) - Start of interview
  • (2:23) - Amy's "origin story"
  • (3:41) - Her time as a journalist at Businessweek (US, UK and Japan).
  • (5:02) - Her return to the US in 1990, where her last beat was to cover the SEC and corporate governance (including corporate scandals from the early 2000s and SOX).
  • (6:32) -  Her start at the Council of Institutional Investors in 2006.
  • (7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."
  • (9:23) - The three founding principles of CII:
    1. Investors benefit when corporate boards provide robust and effective oversight of management (directors are accountable to shareowners);
    2. Investors are more powerful when they speak with one voice; and
    3. Investors are not monolithic so CII focuses on "big tent issues" where there is consensus.
  • (10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.
  • (12:31) - The evolution of governance since SOX in 2002. "When I joined CII, corporate governance was kind of a backwater." "Since then it has gone mainstream."
  • (15:01) - Her take on BRT's purpose of the corporation restatement (2019) and CII's response letter. "At the end of the day, the north star for public companies is driving sustainable long term shareholder value."
  • (22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.
  • (24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.
  • (26:15) - Her take on ESG. "We focus primarily on the G." "We think that strong governance standards and practices are the linchpin for appropriate attention to the E and the S issues." "We put governance first."
    1. CII's Special Reports and Publications.
    2. CII's Education Initiatives.
  • (30:03) - "CII's policies on board diversity have always adopted a broad view of diversity including background, experience, age, gender, ethnicity and culture." "It's a bulwark against clubbiness, against having blinders on." "We believe diverse boards can be achieved without quotas."
  • (32:44) - CII's policies on  dual class stock. "We've evolved into a compromise position [with sunset provisions]." "If you want to stay private fine, but if you want to tap the public markets you need to treat your public shareholders appropriately - there is a certain baseline expectation." "We have an international race to the bottom with London, HK, Singapore, etc allowing dual class share listings."
  • (42:03) - CII's advocacy priorities for 2021:
    1. Investors rights and protections:
      1. Independent proxy research. CII's amicus brief in support of ISS lawsuit against the SEC.
      2. CII is opposed to SEC's Rule to Limit Shareholder Proposals (Amend Rule 14a-8)
      3. Sunset Provisions for Dual Class Shares.
      4. Clawbacks for executive compensation.
    2. Corporate disclosure:
      1. Climate change risk disclosure.
      2. Board diversity.
      3. Human capital disclosure.
      4. Political spending disclosure.
    3. Market systems and structures:
      1. Abuse of 10b5-1 Plans.
      2. Share buybacks: there should be stronger disclosures.
      3. End-to-end vote confirmation.
      4. Universal proxies in contested elections.
      5. High frequency trading
      6. Stock exchanges
  • (48:06) - Her take on the GameStop saga, "the real danger there is that it undercuts public confidence and integrity of the markets, and that is not good. It's long term problem."
  • (50:02) - Some of her favorite books:
    1. A Gentleman in Moscow, by Amor Towles (2016)
    2. Alexander Hamilton, by Ron Chernow (2005)
    3. Leadership: In Turbulent Times, by Doris Kearns Goodwin (2018)
    4. On corporate governance:
      1. Bad Blood, by John Carreyrou (2020)
      2. Too Big to Fail, by Andrew Ross Sorkin (2010)
  • (52:25) - Her mentors (in addition to her father):
    1. Ann Yerger (former Exec Dir of CII)
    2. Ken Bertsch (former Exec Dir of CII)
  • (54:31) - Her favorite (current) quotes:
    1. "Be curious not judgmental" (Walt Whitman)
    2. "To whom much is given, much will be required."
  • (56:30) - Her "unusual habit": she loves architecture and city/urban planning.

    • Amy Borrus became executive director of the Council of Institutional Investors (CII) in July 2020. She joined CII in 2006 as deputy director, and was interim executive director in 2015-2016. She serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. She also serves on the Best Practice Principles Oversight Committee, which will monitor principles underpinning services of leading proxy advisory firms. Prior to CII, she was a correspondent for Businessweek magazine for more than 20 years. Her journalism career included multi-year assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics and a B.A. in History and English from the University of Pennsylvania

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    __

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    ]]>     Amy Borrus: The Council of Institutional Investors' Voice of Corporate Governance. Evan Epstein, Amy Borrus 00:59:51 In this episode, I talk with Amy Borrus, the Executive Director of the Council of Institutional Investors, one of the most influential association of institutional investors. Founded in 1985, CII seeks to advance “strong governance standards at public companies and strong shareholder rights.” Today, its membership includes more than 140 U.S. asset owners including public pension funds, corporate and labor funds, foundations and endowments; over 150 foreign asset owners, and more than 60 assets managers and other investors, with combined assets under management of $40 trillion dollars. In this podcast, we discuss the history and current focus of CII, the evolution of corporate governance, stewardship and engagement, and other matters of relevance to institutional investors such as dual class shares, board diversity, ESG, sustainability and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Amy Borrus, the Executive Director of the Council of Institutional Investors, one of the most influential association of institutional investors. Founded in 1985, CII seeks to advance “strong governance standards at public companies and strong shareholder rights.” Today, its membership includes more than 140 U.S. asset owners including public pension funds, corporate and labor funds, foundations and endowments; over 150 foreign asset owners, and more than 60 assets managers and other investors, with combined assets under management of $40 trillion dollars. In this podcast, we discuss the history and current focus of CII, the evolution of corporate governance, stewardship and engagement, and other matters of relevance to institutional investors such as dual class shares, board diversity, ESG, sustainability and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com institutational investors, climate change, executive compensation, universal proxies, diversity, tokyo, buybacks, cii, share buybacks, political spending, sustainability, amy borrus, clawbacks, gamestop, sec shareholder proposals rule, enron, one share one vote, stewardship, engagement, sarbanes oxley, say on pay, corporate purpose, 10b5-1 plans, businessweek, shareholder engagement, london, business roundtable restatement 2019, environmental social governance, sunset provisions, council of institutional investors, shareholder proposals, esg, boardroom diversity, sox, human capital, washington dc, dual class shares false full 30     00fbfaaa-2f9d-4a54-891a-bd6ff27ff10c Nichol Garzon-Mitchell: Glass Lewis and the Proxy Advisory Landscape.
  • Intro.
  • (1:16) - Start of interview
  • (2:04) - Nichol's "origin story"
  • (3:48) - Her beginnings with Glass Lewis & Co. in 2004.
  • (4:32) -  What is the proxy advisory business? What was the origin of Glass Lewis? Founded by Greg Taxin and Kevin Cameron in 2003.
  • (7:17) - The evolution of the proxy advisory business. "Now we've become more of a trusted partner to institutional investors to navigate all [the corporate governance] issues."
  • (7:51) - The proxy voting management platform "Viewpoint".
  • (9:51) - Proxy research at Glass Lewis: 28,000 research reports on public companies in 100 global markets.
  • (14:06) - Proxy advisory landscape in the U.S. and internationally. The Best Practice Principles Group (2013).
  • (16:21) - The evolution of engagement with issuers ("Glass Lewis has about 1,500 engagements per year with issuers, across 40 countries in 20+ languages"). There are free and paid engagements.
  • (22:00) - The regulatory landscape of proxy advisors. Heightened focus in last 5 years, and new regulations were passed in 2020 from the SEC and DoL.
  • (29:32) - Current ownership of Glass Lewis: Ontario Teachers Pension Fund (80%) and Alberta Investment Management Corporation (20%).
  • (32:14) - How they set their corporate governance principles and policy guidelines. They follow what matters to institutional investors (their clients). They also have a research advisory council from industry (that meets once a year). They look at regulations in different markets.
  • (35:08) - Glass Lewis boardroom diversity efforts: starting in this proxy season they will be rating the level of disclosure on boardroom diversity.
  • (38:15) - On corporate purpose. Stakeholder capitalism.
  • (39:46) - On ESG and sustainability activism. "People [and institutional investors] are more aware."
  • (41:17) - On shareholder activism.
  • (43:25) - Her recommendations to US public company directors:
    1. Be engaged.
    2. Know your shareholder base.
    3. Have a plan.
    4. In terms of proxy advisors: stop viewing them as a threat. She encourages directors to engage with Glass Lewis, in its capacity as a trusted advisor to institutional investors. "Use us as a way to connect with investors."
  • (45:00) - Prediction on regulatory changes with new incoming Administration in the US, Canada, India, EU, etc.
  • (46:30) - Her favorite books:
    1. Distant Neighbors, by Alan Riding (1984)
    2. Give and Take, by Adam Grant (2013)
  • (48:00) - Her mentors:
    1. Jorge Robles (Lawyer in Mexico)
    2. KT Rabin (ex CEO of Glass Lewis).
  • (49:21) - Her favorite quote: "Don't put off until tomorrow what you can do today." (Benjamin Franklin)
  • (49:51) - Her "unusual habit": Singing.
  • (50:49) - The living person she most admires: Lots of women, including Kamala Harris, Nancy Pelosi and Michelle Obama. But the person she admires is her father.

    • Nichol Garzon-Mitchell is a Senior Vice President and the General Counsel at Glass Lewis, one of the leading proxy advisory firms in the world. Glass Lewis has over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mon, 8 Feb 2021 14:30:00 +0000 evan.epstein@pacificaglobal.com (Nichol Garzon-Mitchell, Evan Epstein) https://boardroom-governance.com/episodes/nichol-garzon-mitchell-L4UTqn2N
  • Intro.
  • (1:16) - Start of interview
  • (2:04) - Nichol's "origin story"
  • (3:48) - Her beginnings with Glass Lewis & Co. in 2004.
  • (4:32) -  What is the proxy advisory business? What was the origin of Glass Lewis? Founded by Greg Taxin and Kevin Cameron in 2003.
  • (7:17) - The evolution of the proxy advisory business. "Now we've become more of a trusted partner to institutional investors to navigate all [the corporate governance] issues."
  • (7:51) - The proxy voting management platform "Viewpoint".
  • (9:51) - Proxy research at Glass Lewis: 28,000 research reports on public companies in 100 global markets.
  • (14:06) - Proxy advisory landscape in the U.S. and internationally. The Best Practice Principles Group (2013).
  • (16:21) - The evolution of engagement with issuers ("Glass Lewis has about 1,500 engagements per year with issuers, across 40 countries in 20+ languages"). There are free and paid engagements.
  • (22:00) - The regulatory landscape of proxy advisors. Heightened focus in last 5 years, and new regulations were passed in 2020 from the SEC and DoL.
  • (29:32) - Current ownership of Glass Lewis: Ontario Teachers Pension Fund (80%) and Alberta Investment Management Corporation (20%).
  • (32:14) - How they set their corporate governance principles and policy guidelines. They follow what matters to institutional investors (their clients). They also have a research advisory council from industry (that meets once a year). They look at regulations in different markets.
  • (35:08) - Glass Lewis boardroom diversity efforts: starting in this proxy season they will be rating the level of disclosure on boardroom diversity.
  • (38:15) - On corporate purpose. Stakeholder capitalism.
  • (39:46) - On ESG and sustainability activism. "People [and institutional investors] are more aware."
  • (41:17) - On shareholder activism.
  • (43:25) - Her recommendations to US public company directors:
    1. Be engaged.
    2. Know your shareholder base.
    3. Have a plan.
    4. In terms of proxy advisors: stop viewing them as a threat. She encourages directors to engage with Glass Lewis, in its capacity as a trusted advisor to institutional investors. "Use us as a way to connect with investors."
  • (45:00) - Prediction on regulatory changes with new incoming Administration in the US, Canada, India, EU, etc.
  • (46:30) - Her favorite books:
    1. Distant Neighbors, by Alan Riding (1984)
    2. Give and Take, by Adam Grant (2013)
  • (48:00) - Her mentors:
    1. Jorge Robles (Lawyer in Mexico)
    2. KT Rabin (ex CEO of Glass Lewis).
  • (49:21) - Her favorite quote: "Don't put off until tomorrow what you can do today." (Benjamin Franklin)
  • (49:51) - Her "unusual habit": Singing.
  • (50:49) - The living person she most admires: Lots of women, including Kamala Harris, Nancy Pelosi and Michelle Obama. But the person she admires is her father.

    • Nichol Garzon-Mitchell is a Senior Vice President and the General Counsel at Glass Lewis, one of the leading proxy advisory firms in the world. Glass Lewis has over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Nichol Garzon-Mitchell: Glass Lewis and the Proxy Advisory Landscape. Nichol Garzon-Mitchell, Evan Epstein 00:52:44 In this episode, I talk with Nichol Garzon-Mitchell, a Senior Vice President and the General Counsel at Glass Lewis, one of the two major proxy advisory firms in the world. Glass Lewis covers over 30,000 meetings each year, across approximately 100 global markets. They have over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets. In this podcast, we discuss the history and current focus of Glass Lewis, and the evolution of corporate governance, stewardship and engagement since she first joined the firm 16 years ago. We also dive into regulatory matters involving her industry, and her general outlook towards corporate governance matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Nichol Garzon-Mitchell, a Senior Vice President and the General Counsel at Glass Lewis, one of the two major proxy advisory firms in the world. Glass Lewis covers over 30,000 meetings each year, across approximately 100 global markets. They have over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets. In this podcast, we discuss the history and current focus of Glass Lewis, and the evolution of corporate governance, stewardship and engagement since she first joined the firm 16 years ago. We also dive into regulatory matters involving her industry, and her general outlook towards corporate governance matters. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com proxy voting, mexico, shareholder activism, institutional investors, proxy research, sustainability, otpp, dol, alberta investment management corporation, bppg, aimco, securities and exchange commission, viewpoint, engagement, corporate purpose, ontario teachers pension plan, glass lewis, environmental social governance, sec, department of labor, best practice principles group, esg, boardroom diversity, proxy advisors false full 29     607e39d9-63d8-43e9-a087-1c6a00ebaaef Aeisha Mastagni: CalSTRS Corporate Governance Principles and Activist Stewardship.
  • Intro of episode.
  • (1:18) - Start of interview
  • (1:52) - Aeisha's "origin story"
  • (2:31) - Her beginnings with  Salomon Smith Barney and Morgan Stanley in the "dot com" era.
  • (3:40) -  Her corporate governance beginnings with CalPERS.
  • (6:50) - How pension funds manage their proxy voting and stewardship. At CalSTRS they manage 9,000+ equities. Role of Proxy Advisors: they help triage proxy voting, allowing to focus on the most relevant issues.
  • (9:17) - She would like to see more competition in the proxy advisory market (ISS and Glass Lewis). She would like to see as many inputs as possible (most informed decision).
  • (10:39) - On growth of corporate governance groups at CalSTRS (~15 people, "we call it our beehive") and CalPERS.
  • (11:26) - On structure of corporate governance group at CalSTRS: Sustainable investment and stewardship  strategies group ("SISS" team). Out of $285 billion of CalSTRS, the SISS team manages ~$8B in a portfolio of public equities (three basic strategies: 1) Passive around a low carbon index, 2) Activist managers, 3) Sustainability focus managers). They want to expand this strategy to private markets. They also have a team that works on strategic relations teams.
  • (14:50) - On her role as a board member of Golden 1 Credit Union.
  • (18:09) - History and focus of CalSTRS: $285B of assets under management. ~975,000 beneficiaries.
  • (21:21) - Stewardship and engagement tools of CalSTRS, "The tools have grown over the last 15 years": 1) Proxy voting, 2) Private engagements, 3) Shareholder proposals, 4) Collaborative engagements (ie. Climate Action 100+, Human Capital Management Coalition, etc), 5) Public engagements.
  • (23:27) - The CalSTRS' "Activist Stewardship" Model. This new form of stewardship is "one more tool in our tool chest"... "to be used in very limited circumstances". One of the first examples: the ExxonMobil campaign (with Engine No.1 and D.E.Shaw Group). "It's not about the size of investment, it's about credibility of the argument"
  • (29:02) - The value of engagements. On number of CalSTRS' shareholder proposals (down significantly, from 25-50 per year to 3-4 per year) and private interactions with companies. They have a variety of initiatives:
    1. Diversity efforts.
    2. Climate Action.
    3. Human capital management.
    4. Pandemic Resilient 50.
  • (34:53) - CalSTRS boardroom diversity efforts. The  Diverse Director DataSource (3D) (now transitioned to Equilar). Her thoughts on CA's SB-826 and AB-979.
  • (37:57) - CalSTRS' ESG Focus. They want to expand the sustainability investment approach to private assets including infrastructure, PE and real estate.
  • (41:36) - On CalSTRS' Corporate Governance Principles. "I like to think that at CalSTRS we are progressive in terms of our principles." Independence first and foremost. On Chair/CEO role and overboarding. "There are some issues that we are unwilling to waiver."
  • (48:25) - On corporate purpose.
  • (50:18) - Her favorite books:
    1. Freakonomics, by Steven Levitt and Stephen Dubbner (2005)
    2. Life in Motion, by Misty Copeland (2014)
  • (51:16) - Her mentors (her father). Professionally:
    1. Ted White (former head of corporate governance at CalPERS)
    2. Anne Sheehan (former director of corporate governance at CalSTRS)
  • (52:55) - Her favorite quote: "If you can’t explain it to a six-year-old, you probably don’t understand it yourself." (Albert Einstein).
  • (53:48) - Her "unusual habit": anything to do with dance.
  • (46:35) - Her parting thoughts to directors: "Remember who you're representing when you're sitting inside that boardroom. You're there to represent the interest of a broad shareholder group and your responsibility to them is to ensure a risk-adjusted return (considering all long term ESG risks, doing it in a responsible and ethical manner)."

    • Aeisha Mastagni is a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion dollars in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     Mon, 1 Feb 2021 14:30:00 +0000 evan.epstein@pacificaglobal.com (Aeisha Mastagni, Evan Epstein) https://boardroom-governance.com/episodes/aeisha-mastagni-g4KkhECm
  • Intro of episode.
  • (1:18) - Start of interview
  • (1:52) - Aeisha's "origin story"
  • (2:31) - Her beginnings with  Salomon Smith Barney and Morgan Stanley in the "dot com" era.
  • (3:40) -  Her corporate governance beginnings with CalPERS.
  • (6:50) - How pension funds manage their proxy voting and stewardship. At CalSTRS they manage 9,000+ equities. Role of Proxy Advisors: they help triage proxy voting, allowing to focus on the most relevant issues.
  • (9:17) - She would like to see more competition in the proxy advisory market (ISS and Glass Lewis). She would like to see as many inputs as possible (most informed decision).
  • (10:39) - On growth of corporate governance groups at CalSTRS (~15 people, "we call it our beehive") and CalPERS.
  • (11:26) - On structure of corporate governance group at CalSTRS: Sustainable investment and stewardship  strategies group ("SISS" team). Out of $285 billion of CalSTRS, the SISS team manages ~$8B in a portfolio of public equities (three basic strategies: 1) Passive around a low carbon index, 2) Activist managers, 3) Sustainability focus managers). They want to expand this strategy to private markets. They also have a team that works on strategic relations teams.
  • (14:50) - On her role as a board member of Golden 1 Credit Union.
  • (18:09) - History and focus of CalSTRS: $285B of assets under management. ~975,000 beneficiaries.
  • (21:21) - Stewardship and engagement tools of CalSTRS, "The tools have grown over the last 15 years": 1) Proxy voting, 2) Private engagements, 3) Shareholder proposals, 4) Collaborative engagements (ie. Climate Action 100+, Human Capital Management Coalition, etc), 5) Public engagements.
  • (23:27) - The CalSTRS' "Activist Stewardship" Model. This new form of stewardship is "one more tool in our tool chest"... "to be used in very limited circumstances". One of the first examples: the ExxonMobil campaign (with Engine No.1 and D.E.Shaw Group). "It's not about the size of investment, it's about credibility of the argument"
  • (29:02) - The value of engagements. On number of CalSTRS' shareholder proposals (down significantly, from 25-50 per year to 3-4 per year) and private interactions with companies. They have a variety of initiatives:
    1. Diversity efforts.
    2. Climate Action.
    3. Human capital management.
    4. Pandemic Resilient 50.
  • (34:53) - CalSTRS boardroom diversity efforts. The  Diverse Director DataSource (3D) (now transitioned to Equilar). Her thoughts on CA's SB-826 and AB-979.
  • (37:57) - CalSTRS' ESG Focus. They want to expand the sustainability investment approach to private assets including infrastructure, PE and real estate.
  • (41:36) - On CalSTRS' Corporate Governance Principles. "I like to think that at CalSTRS we are progressive in terms of our principles." Independence first and foremost. On Chair/CEO role and overboarding. "There are some issues that we are unwilling to waiver."
  • (48:25) - On corporate purpose.
  • (50:18) - Her favorite books:
    1. Freakonomics, by Steven Levitt and Stephen Dubbner (2005)
    2. Life in Motion, by Misty Copeland (2014)
  • (51:16) - Her mentors (her father). Professionally:
    1. Ted White (former head of corporate governance at CalPERS)
    2. Anne Sheehan (former director of corporate governance at CalSTRS)
  • (52:55) - Her favorite quote: "If you can’t explain it to a six-year-old, you probably don’t understand it yourself." (Albert Einstein).
  • (53:48) - Her "unusual habit": anything to do with dance.
  • (46:35) - Her parting thoughts to directors: "Remember who you're representing when you're sitting inside that boardroom. You're there to represent the interest of a broad shareholder group and your responsibility to them is to ensure a risk-adjusted return (considering all long term ESG risks, doing it in a responsible and ethical manner)."

    • Aeisha Mastagni is a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion dollars in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     Aeisha Mastagni: CalSTRS Corporate Governance Principles and Activist Stewardship. Aeisha Mastagni, Evan Epstein 00:56:20 In this episode, I talk with Aeisha Mastagni, a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion. In this podcast, we discuss her corporate governance career including time at CalPERS, her current focus on ESG and sustainability, and the concept of "active stewardship" where we talk about the ExxonMobil case. We also talk about the CalSTRS corporate governance principles, boardroom diversity and corporate purpose. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Aeisha Mastagni, a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion. In this podcast, we discuss her corporate governance career including time at CalPERS, her current focus on ESG and sustainability, and the concept of "active stewardship" where we talk about the ExxonMobil case. We also talk about the CalSTRS corporate governance principles, boardroom diversity and corporate purpose. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com proxy voting, diverse director datasource, low carbon economy, climate change, calpers, diversity, sustainability, calstrs, exxonmobil, activism, engine no.1, passive investment, stewardship, activist investors, corporate purpose, equilar, boardroom, sustainable investment, engagements, human capital management coalition, glass lewis, golden 1 credit union, iss, climate action 100+, shareholder proposals, esg, activist stewardship, proxy advisors, corporate governance principles false full 28     c4c90289-0169-4fcc-909e-1814a00655ae Peggy Foran: "Corporate Directors Have To Be Their Own Activists"
  • (1:35) - Start of interview
  • (2:23) - Peggy's "origin story"
  • (3:04) - Her experience at Notre Dame (BA and JD)
  • (4:17) - Her progression from Wall St. law firm work to Mellon Bank, JP Morgan, Pfizer, Sara Lee and Prudential.
  • (6:17) -  Dennis Weatherstone (former CEO of JP Morgan) as a catalyst of #corpgov at the bank in the mid-90s.
  • (7:00) - Her move to Pfizer, drawn by Terry Gallagher and Bill Steer focus on #corpgov (pre SOX 2002)
  • (7:50) - The focus on governance in late 1990s - Peter Clapman at TIAA CREF and other institutional investors.
  • (9:31) - On that first meeting of Pfizer's board leaders with institutional investors in 2007 (Marty Lipton referred to it as "another example of corporate governance run amuck").
  • (10:51) - On the role of a Chief Governance Officer.
  • (12:31) - Her transition to serving on boards (previously with the MONY Ground, MONY Life Insurance Company and Occidental Petroleum Corporation. Currently with the Orion Group Holdings).
  • (16:36) - On the history and focus of Prudential Financial. "It's a company with a purpose, 146 years old, with an incredible partnership and commitment to Newark, NJ."
  • (19:18) - Her take on the purpose of the corporation and the new BRT statement (2019). "It's nothing new, it was the same at Pfizer, it's a balance."
  • (23:45) - Her take on b-corps, benefit corporations and public benefit corporations. "We just don't have a robust law and precedent, yet"
  • (25:05) - Managing the "tone from the top" at the board level. "The culture is ingrained at Prudential."
  • (28:00) - Her take on ESG. "I think it's always been there." Now it's just gone mainstream. On the environmental side, people like Tim Smith (Boston Trust Walden) and institutions such as CERES have been active for decades on these topics.
  • (29:23) - On board diversity. "It's really more important to have broader diversity than just gender." This has gone mainstream too.
  • (33:13) - Her take on climate change and sustainability.
  • (35:07) - Her take on board education. "It depends: you need a tool box. For some boards it could be writing a memo, for other boards it's inviting outside expertise, and for others it's one of their own who has a specific background." More boards are adding experts in sustainability.
  • (39:52) - Her thoughts on blockchain technology in corporate governance.
  • (40:44) - Her recommendation to directors on shareholder activism. "You have to be your own activists." Duty to ask for questions, alternatives and seek long term value. "You're not there for the pastries."
  • (43:00) - Her favorite books:
    1. The Bible.
    2. To Kill a Mockingbird, by Harper Lee (1960).
    3. Winesberg, Ohio, by Sherwood Anderson (1919)
  • (43:59) - Her mentors (starting out all family members, her father). Professionally:
    1. Dennis Weatherstone  (ex CEO JP Morgan)
    2. Bill Steer (ex CEO Pfizer), David Shedlarz (ex CFO Pfizer), Karen Katen  (ex Vice Chair Pfizer)
    3. Jane Pfeiffer (from her first board at MONY)
  • (45:33) - Her favorite quote: "Speak the truth but leave quickly"
  • (46:81) - Her "unusual habit": cleaning.
  • (46:35) - The living person she most admires: she looks at people's character.
    1. Sarah Teslik (Partner, Joele Frank)
    2. Elise Walter (ex Chair of the SEC, and director of Occidental Petroleum Corporation)

    • Peggy Foran is the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. 

    She currently serves as an active member of many influential advisory boards including the Council of Institutional Investors, the American College of Governance Counsel, the American Bar Association, Catalyst, the Weinberg Center for Corporate Governance, NACD, the Center for Audit Quality (CAQ), the International Integrated Reporting Council, ICGN, and the Society for Corporate Governance.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mon, 25 Jan 2021 14:00:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Peggy Foran) https://boardroom-governance.com/episodes/peggy-foran-Wx7tjSNC
  • (1:35) - Start of interview
  • (2:23) - Peggy's "origin story"
  • (3:04) - Her experience at Notre Dame (BA and JD)
  • (4:17) - Her progression from Wall St. law firm work to Mellon Bank, JP Morgan, Pfizer, Sara Lee and Prudential.
  • (6:17) -  Dennis Weatherstone (former CEO of JP Morgan) as a catalyst of #corpgov at the bank in the mid-90s.
  • (7:00) - Her move to Pfizer, drawn by Terry Gallagher and Bill Steer focus on #corpgov (pre SOX 2002)
  • (7:50) - The focus on governance in late 1990s - Peter Clapman at TIAA CREF and other institutional investors.
  • (9:31) - On that first meeting of Pfizer's board leaders with institutional investors in 2007 (Marty Lipton referred to it as "another example of corporate governance run amuck").
  • (10:51) - On the role of a Chief Governance Officer.
  • (12:31) - Her transition to serving on boards (previously with the MONY Ground, MONY Life Insurance Company and Occidental Petroleum Corporation. Currently with the Orion Group Holdings).
  • (16:36) - On the history and focus of Prudential Financial. "It's a company with a purpose, 146 years old, with an incredible partnership and commitment to Newark, NJ."
  • (19:18) - Her take on the purpose of the corporation and the new BRT statement (2019). "It's nothing new, it was the same at Pfizer, it's a balance."
  • (23:45) - Her take on b-corps, benefit corporations and public benefit corporations. "We just don't have a robust law and precedent, yet"
  • (25:05) - Managing the "tone from the top" at the board level. "The culture is ingrained at Prudential."
  • (28:00) - Her take on ESG. "I think it's always been there." Now it's just gone mainstream. On the environmental side, people like Tim Smith (Boston Trust Walden) and institutions such as CERES have been active for decades on these topics.
  • (29:23) - On board diversity. "It's really more important to have broader diversity than just gender." This has gone mainstream too.
  • (33:13) - Her take on climate change and sustainability.
  • (35:07) - Her take on board education. "It depends: you need a tool box. For some boards it could be writing a memo, for other boards it's inviting outside expertise, and for others it's one of their own who has a specific background." More boards are adding experts in sustainability.
  • (39:52) - Her thoughts on blockchain technology in corporate governance.
  • (40:44) - Her recommendation to directors on shareholder activism. "You have to be your own activists." Duty to ask for questions, alternatives and seek long term value. "You're not there for the pastries."
  • (43:00) - Her favorite books:
    1. The Bible.
    2. To Kill a Mockingbird, by Harper Lee (1960).
    3. Winesberg, Ohio, by Sherwood Anderson (1919)
  • (43:59) - Her mentors (starting out all family members, her father). Professionally:
    1. Dennis Weatherstone  (ex CEO JP Morgan)
    2. Bill Steer (ex CEO Pfizer), David Shedlarz (ex CFO Pfizer), Karen Katen  (ex Vice Chair Pfizer)
    3. Jane Pfeiffer (from her first board at MONY)
  • (45:33) - Her favorite quote: "Speak the truth but leave quickly"
  • (46:81) - Her "unusual habit": cleaning.
  • (46:35) - The living person she most admires: she looks at people's character.
    1. Sarah Teslik (Partner, Joele Frank)
    2. Elise Walter (ex Chair of the SEC, and director of Occidental Petroleum Corporation)

    • Peggy Foran is the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. 

    She currently serves as an active member of many influential advisory boards including the Council of Institutional Investors, the American College of Governance Counsel, the American Bar Association, Catalyst, the Weinberg Center for Corporate Governance, NACD, the Center for Audit Quality (CAQ), the International Integrated Reporting Council, ICGN, and the Society for Corporate Governance.

    If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

    __

    Follow Evan on:

    Twitter @evanepstein

    Substack https://evanepstein.substack.com/

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     Peggy Foran: "Corporate Directors Have To Be Their Own Activists" Evan Epstein, Peggy Foran 00:49:13 In this episode, I talk with Peggy Foran, the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. In this podcast, we discuss her corporate governance career including her takes on board service, corporate purpose and culture, ESG and sustainability, boardroom diversity and composition, in addition to shareholder activism and other lessons for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on this website and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Peggy Foran, the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. In this podcast, we discuss her corporate governance career including her takes on board service, corporate purpose and culture, ESG and sustainability, boardroom diversity and composition, in addition to shareholder activism and other lessons for corporate directors. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on this website and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com tone from the top, jp morgan, public benefit corporations, climate change, shareholder activism, tiaa cref, prudential, sara lee corporation, institutional investors, cii, sustainability, chief governance officer, prudential financial, activism, securities and exchange commission, ceres, board education, benefit corporations, pfizer, notre dame, blockchain, sec, culture, cybersecurity, purpose of the corporation, council of institutional investors, esg, purpose, b-corps false full 27     6925245f-3ddb-4b7c-ae13-abff4533de0b Sukhinder Singh Cassidy: "People Want The Experience They Don't Have In Their Day Job."
  • (1:50) - Start of interview
  • (2:23) - Sukhinder's "origin story"
  • (2:58) - Her start in Silicon Valley in 1997. She characterizes her career as "always building".
    1. Junglee - Amazon ('98-99)
    2. Yodlee ('99-'03)
    3. Google ('03-'09)
    4. Accel-Polyvore ('10)
    5. Joyus ('11-'17)
    6. TheBoardlist ('15-present)
    7. Stubhub ('18-'20)
  • (6:50) -  Her boardroom experience (J Crew Group, StichFix, TripAdvisor, Ericsson, Urban Outfitters, Upstart...). "Your job is one of influence, and one of bringing specialization - in my case I brought e-commerce and digital [to my first board]." "Boardrooms are increasingly open to the idea of non-CEO specialists - allowing the possibility to bring more modern and diverse skill-sets into the boardroom."
  • (9:35) - The boardroom diversity problem, and why she founded TheBoardlist in 2015.
    1. Bring more equity to the table.
    2. Bring all the talent to boardrooms.
  • (11:50) - Why diversity is a bigger problem in private (venture-backed) companies than in public companies.
  • (13:40) - The evolution of TheBoardlist since 2015. Started as a crowdsourced list of people who could serve on boards, first tapping a group of 30 executives/founders/entrepreneurs such as Reid Hoffman, Michael Dearing and Joanne Bradford - resulting in 600 names added in an excel spreadsheet and a very simple website. Today TheBoardlist has about 17,000-18,000 members, divided in the following categories:
    1. Nominated director candidates.
    2. Nominators
    3. Companies that are searching for board members.
  • (16:29) - Since then, there have been ~2,000 board searches in TheBoardList.  There has been a 4x increase in board searches since the MeToo and BLM cultural crisis. 75% of board searches are for private companies, 25% for public companies. Within the private companies: equally divided between early, mid and late stage. It's a "discovery platform" (curated list with recommended board candidates) it's not a "placement platform."
  • (19:09) - Her take on the evolution of venture-backed company boards (and independent directors). "Often the independent board seat goes unfilled after the Series A or B."
  • (22:28) - Choosing between a private and public company board position. "People want the experience they don't have in their day job." (board allows not only to contribute, but also to learn). Her advice to founders: "Often, you might be able rent unto the board the experience you can't afford to hire yet as a day job." You can craft a board seat for 1 or 2 years.
  • (26:06) - Attracting more experienced directors to startup boards (as chairs or lead independent directors). Distinction with coaches. CEO reviews. "Every team needs a coach."
  • (31:24) - Her take on SB-826 and AB-979 (California board diversity laws). "SB-826 has moved the needle." "Tokenism is about how you treat somebody once they get there."
  • (35:25) - "The one thing that we need and that is missing is a conversation about board terms." Board Refreshment is critical for board diversity.
  • (36:27) - Her take on dual-class share structures and other control structures.
  • (39:46) - Her take on the shareholder primacy vs stakeholder debate. "Customer activism and employee activism are real and enduring trends."
  • (43:41) - Her take on shareholder activism. Conflict between short term results vs long term strategy. "Directors need more courage than ever before." "You need to be both hopeful and paranoid as a director (and willing to put in the work) to help create a company with that bifocal lens."
    1. As a board member, you have to be really attuned to this issue because  there are proven financial returns to activists.
    2. It forces companies to confront issues that they would otherwise not confront in a reasonable time frame.
  • (47:17) - Her favorite books:
    1. Good to Great, by Jim Collins (2001)
    2. Strategy Beyond the Hockey Stick, McKinsey & Company (2018)
    3. The Seat of the Soul, by Gary Zukav (1989)
  • (48:48) - Her mentors (her dad was her absolute mentor). Group of mentors in Silicon Valley including founders of Junglee, Omid Kordestani (Google), different board members.
  • (50:49) - Her favorite quote: "You don't know if you don't try"
  • (51:00) - Her "unusual habit": shopping, knitting.
  • (51:38) - The living person she most admires: her Sikh spiritual leader.
  • (53:14) - Her parting thoughts for directors.

    • Ms. Singh Cassidy is currently the Founder and Chairman of theBoardlist, and most recently served as the President of StubHub Inc, the leading global consumer ticketing marketplace for live entertainment. In February 2020, StubHub was acquired by Viagogo for $4bn, in a transaction led by Sukhinder and her team. She is currently a director of Upstart and Urban Outfitters. Ms. Singh Cassidy previously served on the board of Tripadvisor and Ericsson until 2018. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University.

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

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    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 4 Jan 2021 14:30:00 +0000 evan.epstein@pacificaglobal.com (Sukhinder Singh Cassidy, Evan Epstein) https://boardroom-governance.com/episodes/sukhinder-singh-cassidy-VWO7S0Fr
  • (1:50) - Start of interview
  • (2:23) - Sukhinder's "origin story"
  • (2:58) - Her start in Silicon Valley in 1997. She characterizes her career as "always building".
    1. Junglee - Amazon ('98-99)
    2. Yodlee ('99-'03)
    3. Google ('03-'09)
    4. Accel-Polyvore ('10)
    5. Joyus ('11-'17)
    6. TheBoardlist ('15-present)
    7. Stubhub ('18-'20)
  • (6:50) -  Her boardroom experience (J Crew Group, StichFix, TripAdvisor, Ericsson, Urban Outfitters, Upstart...). "Your job is one of influence, and one of bringing specialization - in my case I brought e-commerce and digital [to my first board]." "Boardrooms are increasingly open to the idea of non-CEO specialists - allowing the possibility to bring more modern and diverse skill-sets into the boardroom."
  • (9:35) - The boardroom diversity problem, and why she founded TheBoardlist in 2015.
    1. Bring more equity to the table.
    2. Bring all the talent to boardrooms.
  • (11:50) - Why diversity is a bigger problem in private (venture-backed) companies than in public companies.
  • (13:40) - The evolution of TheBoardlist since 2015. Started as a crowdsourced list of people who could serve on boards, first tapping a group of 30 executives/founders/entrepreneurs such as Reid Hoffman, Michael Dearing and Joanne Bradford - resulting in 600 names added in an excel spreadsheet and a very simple website. Today TheBoardlist has about 17,000-18,000 members, divided in the following categories:
    1. Nominated director candidates.
    2. Nominators
    3. Companies that are searching for board members.
  • (16:29) - Since then, there have been ~2,000 board searches in TheBoardList.  There has been a 4x increase in board searches since the MeToo and BLM cultural crisis. 75% of board searches are for private companies, 25% for public companies. Within the private companies: equally divided between early, mid and late stage. It's a "discovery platform" (curated list with recommended board candidates) it's not a "placement platform."
  • (19:09) - Her take on the evolution of venture-backed company boards (and independent directors). "Often the independent board seat goes unfilled after the Series A or B."
  • (22:28) - Choosing between a private and public company board position. "People want the experience they don't have in their day job." (board allows not only to contribute, but also to learn). Her advice to founders: "Often, you might be able rent unto the board the experience you can't afford to hire yet as a day job." You can craft a board seat for 1 or 2 years.
  • (26:06) - Attracting more experienced directors to startup boards (as chairs or lead independent directors). Distinction with coaches. CEO reviews. "Every team needs a coach."
  • (31:24) - Her take on SB-826 and AB-979 (California board diversity laws). "SB-826 has moved the needle." "Tokenism is about how you treat somebody once they get there."
  • (35:25) - "The one thing that we need and that is missing is a conversation about board terms." Board Refreshment is critical for board diversity.
  • (36:27) - Her take on dual-class share structures and other control structures.
  • (39:46) - Her take on the shareholder primacy vs stakeholder debate. "Customer activism and employee activism are real and enduring trends."
  • (43:41) - Her take on shareholder activism. Conflict between short term results vs long term strategy. "Directors need more courage than ever before." "You need to be both hopeful and paranoid as a director (and willing to put in the work) to help create a company with that bifocal lens."
    1. As a board member, you have to be really attuned to this issue because  there are proven financial returns to activists.
    2. It forces companies to confront issues that they would otherwise not confront in a reasonable time frame.
  • (47:17) - Her favorite books:
    1. Good to Great, by Jim Collins (2001)
    2. Strategy Beyond the Hockey Stick, McKinsey & Company (2018)
    3. The Seat of the Soul, by Gary Zukav (1989)
  • (48:48) - Her mentors (her dad was her absolute mentor). Group of mentors in Silicon Valley including founders of Junglee, Omid Kordestani (Google), different board members.
  • (50:49) - Her favorite quote: "You don't know if you don't try"
  • (51:00) - Her "unusual habit": shopping, knitting.
  • (51:38) - The living person she most admires: her Sikh spiritual leader.
  • (53:14) - Her parting thoughts for directors.

    • Ms. Singh Cassidy is currently the Founder and Chairman of theBoardlist, and most recently served as the President of StubHub Inc, the leading global consumer ticketing marketplace for live entertainment. In February 2020, StubHub was acquired by Viagogo for $4bn, in a transaction led by Sukhinder and her team. She is currently a director of Upstart and Urban Outfitters. Ms. Singh Cassidy previously served on the board of Tripadvisor and Ericsson until 2018. Ms. Singh Cassidy holds a B.A. in Business Administration from the Ivey Business School at Western University.

    __

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    ]]>     Sukhinder Singh Cassidy: "People Want The Experience They Don't Have In Their Day Job." Sukhinder Singh Cassidy, Evan Epstein 00:55:13 In this episode, I talk with Sukhinder Singh Cassidy, the Founder and Chairman of TheBoardlist, and most recently the CEO of StubHub, the leading global consumer ticketing marketplace for live entertainment. Previously, she was the founder and CEO of Joyus, CEO of Polyvore and co-founder of Yodlee. She also held senior leadership positions at Google and Amazon. Sukhinder has served on the Boards of J.Crew Group, StichFix, Ericsson, UrbanOutfitters, TripAdvisor, Upstart and was an Advisor to Twitter. Importantly for this podcast, Sukhinder founded TheBoardlist, a curated marketplace for connecting exceptional diverse candidates with global board opportunities. They do this by providing a marketplace where CEOs and their investors discover and connect with highly qualified, peer-endorsed URM candidates for their open board seats. In this podcast (recorded on December 15th of 2020) we discuss her career in Silicon Valley, her experience with boards and boardroom diversity, corporate purpose, dual class share structures and many other governance related topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Sukhinder Singh Cassidy, the Founder and Chairman of TheBoardlist, and most recently the CEO of StubHub, the leading global consumer ticketing marketplace for live entertainment. Previously, she was the founder and CEO of Joyus, CEO of Polyvore and co-founder of Yodlee. She also held senior leadership positions at Google and Amazon. Sukhinder has served on the Boards of J.Crew Group, StichFix, Ericsson, UrbanOutfitters, TripAdvisor, Upstart and was an Advisor to Twitter. Importantly for this podcast, Sukhinder founded TheBoardlist, a curated marketplace for connecting exceptional diverse candidates with global board opportunities. They do this by providing a marketplace where CEOs and their investors discover and connect with highly qualified, peer-endorsed URM candidates for their open board seats. In this podcast (recorded on December 15th of 2020) we discuss her career in Silicon Valley, her experience with boards and boardroom diversity, corporate purpose, dual class share structures and many other governance related topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com shareholder activism, #corpgov, diversity, theboardlist, amazon, fiduciary duties, ab-979, governance, polyvore, board refreshment, startups, ceo coaching, board terms, stubhub, venture capital, j crew group, upstart, stichfix, sb-826, boardroom, google, short term, junglee, startup governance, employee activism, ericsson, coaches, customer activism, joyus, urban outfitters, long term, boardroom diversity, board tenure, tripadvisor, dual class shares false full 26     97b37069-967c-4fd2-9ab7-605bc2403619 David Chun: "The Demand For New Directors Will Increase Exponentially Over the Next 12-24 Months."
  • (1:40) - Start of interview
  • (2:38) - David's "origin story"
  • (4:49) - The founding of Equilar in 2000.
    1. The modern "corporate governance" era started after the corporate scandals of the early 2000s (Enron, Tyco, Adelphia, WorldCom, etc.) and the passage of SOX in 2002. 
    2. "Very few people talked about corporate governance in the 1990s"
    3. With this new focus on corporate governance, there was a lot of attention given to exec comp.
  • (9:56) -  The Board's role in setting compensation for the CEO: "It's a very tricky decision, and there is no right answer." "Compensation is a very emotional and difficult decision, with many different stakeholders involved." 
  • (11:33) - Their work on the investors' side (Calpers, Vanguard, Blackrock, etc).
  • (12:11) -  They made a conscious decision from day one to track the trajectories of executives and directors from SEC data, which has resulted in the development of their BoardEdge Product.
  • (13:59) - His take on Say on Pay regulation: it increased significantly the amount of shareholder engagement.
  • (17:05) - His take on Elon Musk's ~$55bn comp package at Tesla and other 100% at-risk performance awards. 
  • (19:33) - The Nasdaq-Equilar Strategic Partnership on boardroom diversity (announced on Dec 9, 2020).
    1. Distinctions with CA laws SB-826 and AB-979.
    2. Equilar's BoardEdge product includes one million executives and directors.
    3. Equilar's Diversity Network (36 Partner Institutions, 5,158 Member Profiles, 2,044 board appointments) "Registry of registries"      
  • (30:53) - The challenge of meeting the new boardroom diversity requirements set by SB-826, AB-979 and Nasdaq. "There is a need for more candidates who are not on boards." "The demand will go up exponentially in the next 12-24 months, and Equilar is working to help on the supply side."
  • (32:27) - The latest trends on director compensation, and impact of COVID-19 on boards (Stanford/Equilar study).
  • (35:09) - His take on the current state of private and public capital markets (the "window is wide open for going public, but when the market shuts down - it will shut down hard")
  • (37:03) - His thoughts on the latest trend of companies and executives leaving SF/Bay Area/CA to TX, FL, etc.
  • (39:30) - His take on the stakeholder vs shareholder debate as a CEO and executive compensation expert.
  • (42:04) - His favorite books:
    1. The Hard Things About Hard Things, by Ben Horowitz (2014)
    2. Measure What Matters  How Google, Bono, and the Gates Foundation Rock the World with OKRs, by John Doerr (2018)
  • (43:11) - His mentors (his dad, and his best friend's dad in high school).
  • (44:30) - His favorite quote: "Skate to where the puck is going to be, not where it is today" (Wayne Gretsky)
  • (45:42) - His "unusual habit": a classic multitasker.
  • (47:00) - The living person he most admires: Warren Buffett.
  • (48:00) - His final thought on where the puck is going on governance: boardroom diversity beyond public companies: private companies, PE, VC, non-profits, etc. Human capital metrics will become increasingly more relevant. 

    • David Chun is the founder & CEO of Equilar, a Silicon Valley based leading provider of corporate leadership data solutions. Companies of all sizes rely on Equilar for business development, recruiting, executive compensation and shareholder engagement, including 70% of the Fortune 500 and institutional investors representing over $20 trillion in assets.

    In addition, David is a Trustee of the Committee for Economic Development (CED) and serves on the boards of the Silicon Valley Leadership Group (SVLG) and the Asian Pacific Fund Community Foundation of San Francisco. He is on Catalyst’s Women on Board Advisory Council, the Silicon Valley Advisory Council of the Commonwealth Club of California, the Women on Boards Advisory Council of the California Partners Project and the Advisory Council of the Angel Island Immigration Station Foundation.

    David is a also a member of the Young Presidents’ Organization (YPO), Past Chair of the SF Bay Chapter, a founding member of the Council of Korean Americans (CKA) and a former advisory board member of the Wharton Center for Entrepreneurship.

    __

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 14 Dec 2020 14:43:14 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, David Chun) https://boardroom-governance.com/episodes/david-chun-CqDqso5U
  • (1:40) - Start of interview
  • (2:38) - David's "origin story"
  • (4:49) - The founding of Equilar in 2000.
    1. The modern "corporate governance" era started after the corporate scandals of the early 2000s (Enron, Tyco, Adelphia, WorldCom, etc.) and the passage of SOX in 2002. 
    2. "Very few people talked about corporate governance in the 1990s"
    3. With this new focus on corporate governance, there was a lot of attention given to exec comp.
  • (9:56) -  The Board's role in setting compensation for the CEO: "It's a very tricky decision, and there is no right answer." "Compensation is a very emotional and difficult decision, with many different stakeholders involved." 
  • (11:33) - Their work on the investors' side (Calpers, Vanguard, Blackrock, etc).
  • (12:11) -  They made a conscious decision from day one to track the trajectories of executives and directors from SEC data, which has resulted in the development of their BoardEdge Product.
  • (13:59) - His take on Say on Pay regulation: it increased significantly the amount of shareholder engagement.
  • (17:05) - His take on Elon Musk's ~$55bn comp package at Tesla and other 100% at-risk performance awards. 
  • (19:33) - The Nasdaq-Equilar Strategic Partnership on boardroom diversity (announced on Dec 9, 2020).
    1. Distinctions with CA laws SB-826 and AB-979.
    2. Equilar's BoardEdge product includes one million executives and directors.
    3. Equilar's Diversity Network (36 Partner Institutions, 5,158 Member Profiles, 2,044 board appointments) "Registry of registries"      
  • (30:53) - The challenge of meeting the new boardroom diversity requirements set by SB-826, AB-979 and Nasdaq. "There is a need for more candidates who are not on boards." "The demand will go up exponentially in the next 12-24 months, and Equilar is working to help on the supply side."
  • (32:27) - The latest trends on director compensation, and impact of COVID-19 on boards (Stanford/Equilar study).
  • (35:09) - His take on the current state of private and public capital markets (the "window is wide open for going public, but when the market shuts down - it will shut down hard")
  • (37:03) - His thoughts on the latest trend of companies and executives leaving SF/Bay Area/CA to TX, FL, etc.
  • (39:30) - His take on the stakeholder vs shareholder debate as a CEO and executive compensation expert.
  • (42:04) - His favorite books:
    1. The Hard Things About Hard Things, by Ben Horowitz (2014)
    2. Measure What Matters  How Google, Bono, and the Gates Foundation Rock the World with OKRs, by John Doerr (2018)
  • (43:11) - His mentors (his dad, and his best friend's dad in high school).
  • (44:30) - His favorite quote: "Skate to where the puck is going to be, not where it is today" (Wayne Gretsky)
  • (45:42) - His "unusual habit": a classic multitasker.
  • (47:00) - The living person he most admires: Warren Buffett.
  • (48:00) - His final thought on where the puck is going on governance: boardroom diversity beyond public companies: private companies, PE, VC, non-profits, etc. Human capital metrics will become increasingly more relevant. 

    • David Chun is the founder & CEO of Equilar, a Silicon Valley based leading provider of corporate leadership data solutions. Companies of all sizes rely on Equilar for business development, recruiting, executive compensation and shareholder engagement, including 70% of the Fortune 500 and institutional investors representing over $20 trillion in assets.

    In addition, David is a Trustee of the Committee for Economic Development (CED) and serves on the boards of the Silicon Valley Leadership Group (SVLG) and the Asian Pacific Fund Community Foundation of San Francisco. He is on Catalyst’s Women on Board Advisory Council, the Silicon Valley Advisory Council of the Commonwealth Club of California, the Women on Boards Advisory Council of the California Partners Project and the Advisory Council of the Angel Island Immigration Station Foundation.

    David is a also a member of the Young Presidents’ Organization (YPO), Past Chair of the SF Bay Chapter, a founding member of the Council of Korean Americans (CKA) and a former advisory board member of the Wharton Center for Entrepreneurship.

    __

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     David Chun: "The Demand For New Directors Will Increase Exponentially Over the Next 12-24 Months." Evan Epstein, David Chun 00:50:46 In this episode, I talk with David Chun, the founder & CEO of Equilar, a Silicon Valley based leading provider of corporate leadership data solutions. Companies of all sizes rely on Equilar for business development, recruiting, executive compensation and shareholder engagement, including 70% of the Fortune 500 and institutional investors representing over $20 trillion in assets. Among other topics, we discuss the recent strategic partnership announcement of Equilar with Nasdaq to advance boardroom diversity, and the current state of boardroom diversity in public and private companies. We also talk about some of the latest trends in corporate governance, executive compensation and market trends in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with David Chun, the founder & CEO of Equilar, a Silicon Valley based leading provider of corporate leadership data solutions. Companies of all sizes rely on Equilar for business development, recruiting, executive compensation and shareholder engagement, including 70% of the Fortune 500 and institutional investors representing over $20 trillion in assets. Among other topics, we discuss the recent strategic partnership announcement of Equilar with Nasdaq to advance boardroom diversity, and the current state of boardroom diversity in public and private companies. We also talk about some of the latest trends in corporate governance, executive compensation and market trends in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com boardedge, executive compensation, calpers, tyco, corporate governance, stakeholders, #corpgov, diversity, elon musk, boards, warren buffett, ab-979, board of directors, john doerr, compensation committee, adelphia, vanguard, the hard things about hard things, california, covid-19, ben horowitz, edn, enron, compensation, tesla, sarbanes oxley, equilar nasdaq strategic partnership, say on pay, ipos, sb-826, equilar, spacs, dodd frank act, business development, equilar diversity network, shareholder engagement, business roundtable restatement 2019, blackrock, dot com, recruiting, stakeholder vs shareholder debate, measure what matters, nasdaq, boardroom diversity, sox, silicon valley, worldcom false full 25     2f8ecfcf-2931-4add-9620-914bb806d641 David Berger: On Purpose, Dual-Class Stock, LTSE, Board Diversity, SPACs, Shareholder Activism and More.
  • (1:40) - Start of interview
  • (2:10) - David's "origin story"
  • (3:44) - His start with Wilson Sonsini in 1989.
  • (6:11) -  His experience serving as a board member, and why he thinks corporate America has lost out on having lawyers as directors. His for corporate boards have included California Culinary Academy, and currently LTSE.
  • (7:41) -  His take on the Long Term Stock Exchange.
  • (9:47) - His thoughts on why companies should list on the LTSE ("the market is wide open").
  • (11:03) - His take and role as an Advisor to the American Law Institute's Restatement of Corporate Governance.
  • (13:22) - His take on the Business Roundtable Restatement of the Purpose of the Corporation (2019) 
  • (14:05) - Some historical context for purpose of corporation debate (stakeholders vs stockholder primacy).
  • (16:49) - His advocacy in favor of dual-class stock.
  • (20:27) - His dislike of time-based sunset provisions, as proposed by CII ("one-size-fits-all sunset provision").
  • (24:42) - His take on distinguishing dual-class stock and a listing on the LTSE.
  • (25:55) - His view on tenure-voting.
  • (28:52) - His take on duties of directors in VC-backed companies in conflicted situations, since the Trados case.
  • (32:14) - The governance risks that he sees with the emergence of SPACs in 2020.
  • (34:53) - His take on the soaring stock market and the current tech boom.
  • (36:34) - His thoughts on WFH after pandemic and how it has impacted law firms and other sectors.
  • (37:47) - His take on shareholder activism this year, and what's next (activity will pick up in spring 2021). His advice for companies and boards is to think about long term plans:
    1. Economic message: growth plan for the long term must be communicated early and often to stockholders.
    2. Governance message: focus on diversity at all levels, especially at the board level.
    3. Public message: stakeholder and ESG concerns.
  • (44:06) - His take on California's SB-876 and AB-979 laws and the future of boardroom diversity.
  • (46:49) - Next big issues for boards and directors:
    1. Globalization
    2. Measuring externalities (such as carbon emissions).
  • (48:18) - His favorite books:
    1. The Invisible Man, by Ralph Ellison (1952)
    2. In Search of Lost Time, by Marcel Proust (1913-1927)
    3. The Diary of Anne Frank, by Anne Frank (1947)
    4. Zen and the Art of Motorcycle Maintenance, by Robert Pirsig (1974)
  • (49:34) - Some of his mentors:
    1. Wallace Fowlie (at Duke).
    2. Bruce Payne (Ethics)
    3. Larry Sonsini (WSGR)
  • (50:59) - His favorite quote:
    1. "Some men see things as they are, and ask why. I dream of things that never were, and ask why not" by Bobby Kennedy.
  • (51:27) - His "unusual habit" that he loves the most:
    1. Elephants. His true passion is wildlife conservation.
  • (53:51) - The living people he most admires:
    1. Jane Goodall
    2. Iain Douglas Hamilton

    • David Berger specializes in corporate governance and M&A litigation as well as rapid response shareholder activism and corporate governance risk oversight. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also represents directors and companies in internal investigations and public companies on disclosure and SEC proceedings.

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 23 Nov 2020 15:14:33 +0000 evan.epstein@pacificaglobal.com (David Berger, Evan Epstein) https://boardroom-governance.com/episodes/david-berger-Jg3fzTzl
  • (1:40) - Start of interview
  • (2:10) - David's "origin story"
  • (3:44) - His start with Wilson Sonsini in 1989.
  • (6:11) -  His experience serving as a board member, and why he thinks corporate America has lost out on having lawyers as directors. His for corporate boards have included California Culinary Academy, and currently LTSE.
  • (7:41) -  His take on the Long Term Stock Exchange.
  • (9:47) - His thoughts on why companies should list on the LTSE ("the market is wide open").
  • (11:03) - His take and role as an Advisor to the American Law Institute's Restatement of Corporate Governance.
  • (13:22) - His take on the Business Roundtable Restatement of the Purpose of the Corporation (2019) 
  • (14:05) - Some historical context for purpose of corporation debate (stakeholders vs stockholder primacy).
  • (16:49) - His advocacy in favor of dual-class stock.
  • (20:27) - His dislike of time-based sunset provisions, as proposed by CII ("one-size-fits-all sunset provision").
  • (24:42) - His take on distinguishing dual-class stock and a listing on the LTSE.
  • (25:55) - His view on tenure-voting.
  • (28:52) - His take on duties of directors in VC-backed companies in conflicted situations, since the Trados case.
  • (32:14) - The governance risks that he sees with the emergence of SPACs in 2020.
  • (34:53) - His take on the soaring stock market and the current tech boom.
  • (36:34) - His thoughts on WFH after pandemic and how it has impacted law firms and other sectors.
  • (37:47) - His take on shareholder activism this year, and what's next (activity will pick up in spring 2021). His advice for companies and boards is to think about long term plans:
    1. Economic message: growth plan for the long term must be communicated early and often to stockholders.
    2. Governance message: focus on diversity at all levels, especially at the board level.
    3. Public message: stakeholder and ESG concerns.
  • (44:06) - His take on California's SB-876 and AB-979 laws and the future of boardroom diversity.
  • (46:49) - Next big issues for boards and directors:
    1. Globalization
    2. Measuring externalities (such as carbon emissions).
  • (48:18) - His favorite books:
    1. The Invisible Man, by Ralph Ellison (1952)
    2. In Search of Lost Time, by Marcel Proust (1913-1927)
    3. The Diary of Anne Frank, by Anne Frank (1947)
    4. Zen and the Art of Motorcycle Maintenance, by Robert Pirsig (1974)
  • (49:34) - Some of his mentors:
    1. Wallace Fowlie (at Duke).
    2. Bruce Payne (Ethics)
    3. Larry Sonsini (WSGR)
  • (50:59) - His favorite quote:
    1. "Some men see things as they are, and ask why. I dream of things that never were, and ask why not" by Bobby Kennedy.
  • (51:27) - His "unusual habit" that he loves the most:
    1. Elephants. His true passion is wildlife conservation.
  • (53:51) - The living people he most admires:
    1. Jane Goodall
    2. Iain Douglas Hamilton

    • David Berger specializes in corporate governance and M&A litigation as well as rapid response shareholder activism and corporate governance risk oversight. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also represents directors and companies in internal investigations and public companies on disclosure and SEC proceedings.

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     David Berger: On Purpose, Dual-Class Stock, LTSE, Board Diversity, SPACs, Shareholder Activism and More. David Berger, Evan Epstein 00:55:53 In this episode, I talk with David Berger, a partner at Wilson Sonsini, a leading Silicon Valley corporate law firm. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also serves as a senior fellow at NYU’s Center for Corporate Governance and Finance, and is a visiting professor at NYU Law School. He is a member of the American Law Institute and the American College of Governance Counsel. In addition, he serves as a director at the Long Term Stock Exchange. Among other topics, in this podcast David and Evan discuss the purpose of corporations, dual class shares, tenure voting, conflicts of interest in venture-backed companies, SPACs, shareholder activism, diversity on boards, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with David Berger, a partner at Wilson Sonsini, a leading Silicon Valley corporate law firm. David’s practice is an unusual blend of corporate governance advisory work and litigation, and he is nationally recognized for his expertise in both the boardroom and the courtroom. David also serves as a senior fellow at NYU’s Center for Corporate Governance and Finance, and is a visiting professor at NYU Law School. He is a member of the American Law Institute and the American College of Governance Counsel. In addition, he serves as a director at the Long Term Stock Exchange. Among other topics, in this podcast David and Evan discuss the purpose of corporations, dual class shares, tenure voting, conflicts of interest in venture-backed companies, SPACs, shareholder activism, diversity on boards, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com conflicts of interest, long term stock exchange, climate change, shareholder activism, special purpose acquisition companies, diversity, nyu law school, fiduciary duties, sustainability, ab 979, startups, wilson sonsini, dual class, breach of fiduciary duties, trados, wsgr, restatement of corporate governance, ali, sb 826, spacs, short term, vc, business roundtable restatement 2019, american law institute, director duties, purpose of the corporation, duke, ltse, long term, esg, boardroom diversity, dual class shares false full 24     bfb1c42d-7670-4de8-aa01-9483de5c485d Yumi Narita: Promoting Good Governance from the Comptroller's Office of NYC.
  • (1:27) - Start of interview
  • (2:59) - Yumi's "origin story"
  • (4:18) - Her start with Barclay's Global Investors (which was later acquired by BlackRock).
  • (4:50) -  The lessons she learned working for the Stewardship team at BlackRock (2004-2018)
    1. Proxy Voting Group
    2. Big change on engagement with companies started after financial crisis (2007-2009).
    3. Impact Dodd Frank Act (2010) - Say on Pay.
  • (10:24) -  Her experience as Global Head of Corporate Governance at Alliance Bernstein (2018-2019).
  • (13:29) - How do governance professionals (proxy voting teams) reconcile dissonances with portfolio managers.
  • (15:17) - Her role at the NYC Office of the Comptroller’s Corporate Governance and Responsible Investment team. "It's hard for asset managers to be advocates, as opposed to asset owners such as the NYC pension funds."
  • (19:29) - Her take on the SEC's new shareholder proposal rules and DOL's new rule shifting away from ESG.
  • (25:09) - Her take on the increasing importance of institutional investors' voice on corporate governance, particularly the top 3-5 asset managers. Any antitrust risks on cross-holdings by institutional investors?
  • (29:39) - Her predictions on how some of these regulations may change during a Biden Administration.
  • (32:20) - Her take on the Boardroom Accountability Project 1.0 (2014) focused on Proxy Access.
  • (35:56) - Her take on the Boardroom Accountability Project 2.0 (2017) focused on board diversity, matrix and refreshment.
  • (39:03) - Her take on the Boardroom Accountability Project 3.0 (2019) calling on publicly-traded companies to adopt a policy requiring the consideration of both women and people of color for every open board seat and for CEO appointments, a version of the “Rooney Rule” pioneered by the NFL. ("at least 20 companies have adopted this practice, and this will continue.")
  • (40:12) - Push on EEO-1 Reports (it's a type of CEO accountability project, "the majority of Fortune 100 companies currently disclose these reports or have committed to disclose them.")
  • (42:59) - Her take on California's SB-876 and AB-979 laws on boardroom diversity.
  • (44:49) - Her opinion on the BRT restatement of the purpose of the corporation (2019).
    1. Her involvement with The Test of Corporate Purpose Initiative.
    2. What are the quantitative measures or data that can analyze these metrics on corporate purpose?
  • (48:10) - Her thoughts on whether we will ever see employees elect corporate directors per Elizabeth Warren's proposed Accountable Capitalism Act (2018)
  • (49:29) - Her favorite books:
    1. East of Eden, by John Steinbeck (1952)
    2. Works by Michel Foucalt (studies on biopower and other theories of power)
    3. The Happiness Industry, by William Davies (2015)
  • (50:43) - Her mentor was her late grandmother who taught her that "as a woman, you can always take care of yourself and you should ensure your own financial stability, if possible."
  • (51:29) - Lessons from 2020: "You have to live your life today - time is more important than money."
  • (52:36) - The experience of living in NYC under COVID-19.
  • (54:51) - The living person she most admires: Laura Nader. "You have to dress conservatively if you're going to have extremely revolutionary ideas."

    • Yumi Narita is the Executive Director of Corporate Governance at the Comptroller's Office of New York City. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $228 billion in assets. In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to this role, she was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team.

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 16 Nov 2020 14:00:00 +0000 evan.epstein@pacificaglobal.com (Yumi Narita, Evan Epstein) https://boardroom-governance.com/episodes/yumi-narita-zEBxvlKO
  • (1:27) - Start of interview
  • (2:59) - Yumi's "origin story"
  • (4:18) - Her start with Barclay's Global Investors (which was later acquired by BlackRock).
  • (4:50) -  The lessons she learned working for the Stewardship team at BlackRock (2004-2018)
    1. Proxy Voting Group
    2. Big change on engagement with companies started after financial crisis (2007-2009).
    3. Impact Dodd Frank Act (2010) - Say on Pay.
  • (10:24) -  Her experience as Global Head of Corporate Governance at Alliance Bernstein (2018-2019).
  • (13:29) - How do governance professionals (proxy voting teams) reconcile dissonances with portfolio managers.
  • (15:17) - Her role at the NYC Office of the Comptroller’s Corporate Governance and Responsible Investment team. "It's hard for asset managers to be advocates, as opposed to asset owners such as the NYC pension funds."
  • (19:29) - Her take on the SEC's new shareholder proposal rules and DOL's new rule shifting away from ESG.
  • (25:09) - Her take on the increasing importance of institutional investors' voice on corporate governance, particularly the top 3-5 asset managers. Any antitrust risks on cross-holdings by institutional investors?
  • (29:39) - Her predictions on how some of these regulations may change during a Biden Administration.
  • (32:20) - Her take on the Boardroom Accountability Project 1.0 (2014) focused on Proxy Access.
  • (35:56) - Her take on the Boardroom Accountability Project 2.0 (2017) focused on board diversity, matrix and refreshment.
  • (39:03) - Her take on the Boardroom Accountability Project 3.0 (2019) calling on publicly-traded companies to adopt a policy requiring the consideration of both women and people of color for every open board seat and for CEO appointments, a version of the “Rooney Rule” pioneered by the NFL. ("at least 20 companies have adopted this practice, and this will continue.")
  • (40:12) - Push on EEO-1 Reports (it's a type of CEO accountability project, "the majority of Fortune 100 companies currently disclose these reports or have committed to disclose them.")
  • (42:59) - Her take on California's SB-876 and AB-979 laws on boardroom diversity.
  • (44:49) - Her opinion on the BRT restatement of the purpose of the corporation (2019).
    1. Her involvement with The Test of Corporate Purpose Initiative.
    2. What are the quantitative measures or data that can analyze these metrics on corporate purpose?
  • (48:10) - Her thoughts on whether we will ever see employees elect corporate directors per Elizabeth Warren's proposed Accountable Capitalism Act (2018)
  • (49:29) - Her favorite books:
    1. East of Eden, by John Steinbeck (1952)
    2. Works by Michel Foucalt (studies on biopower and other theories of power)
    3. The Happiness Industry, by William Davies (2015)
  • (50:43) - Her mentor was her late grandmother who taught her that "as a woman, you can always take care of yourself and you should ensure your own financial stability, if possible."
  • (51:29) - Lessons from 2020: "You have to live your life today - time is more important than money."
  • (52:36) - The experience of living in NYC under COVID-19.
  • (54:51) - The living person she most admires: Laura Nader. "You have to dress conservatively if you're going to have extremely revolutionary ideas."

    • Yumi Narita is the Executive Director of Corporate Governance at the Comptroller's Office of New York City. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $228 billion in assets. In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to this role, she was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team.

    Follow Evan on Twitter @evanepstein

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Yumi Narita: Promoting Good Governance from the Comptroller's Office of NYC. Yumi Narita, Evan Epstein 00:57:24 In this episode, I talk with Yumi Narita, the Executive Director of Corporate Governance at the Comptroller's Office of New York City. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $228 billion in assets. In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to this role, she was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Yumi Narita, the Executive Director of Corporate Governance at the Comptroller's Office of New York City. The Comptroller serves as investment advisor, custodian, and a trustee to the New York City Pension Funds, which hold approximately $228 billion in assets. In her role as Executive Director, Ms. Narita is responsible for developing and implementing active ownership programs for public equities, including voting proxies, engaging portfolio companies on their ESG policies and practices, and advocating for regulatory reforms to protect investors and strengthen investor rights. Ms. Narita has 16 years of experience in the ESG industry. Prior to this role, she was the Global Head of Corporate Governance at Alliance Bernstein, and Vice President on the BlackRock Stewardship team. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com accountable capitalism act, elizabeth warren, #corpgov, diversity, investor stewardship, boardroom accountability project, scott stringer, board diversity, ab 979, board refreshment, asset managers, yumi narita, financial crisis, eeo-1 reports, sec shareholder proposals rule, securities and exchange commission, barclays global investors, bgi, nyc comptroller's office, say on pay, new york city comptroller's office, board matrix, sb 826, employees on boards, dodd frank act, business roundtable restatement 2019, proxy access, blackrock, environmental social governance, rooney rule, purpose of the corporation, department of labor, alliance bernstein, asset owners, esg, boards of directors false full 23     51913a96-dbe0-460f-ac46-2eed423b38a2 Mason Morfit: We Can Bring Peripheral Vision to the Boardroom. (0:00) Intro

    (1:17) Start of interview 

    (1:58) Mason's "origin story" 

    (2:51) His start with ValueAct Capital (2001-Present) "A lot of what we do at ValueAct is invite ourselves to the dinner party."

    (6:20) The history of ValueAct Capital and its investment thesis.  

    1. How he met Jeffrey Ubben (founder of the firm).
    2. The impact of the corporate scandals in the early 2000s and the Martha Stewart story.
    3. Building a reputation as long term thinkers with board members that add value, plus network.

    (11:21) How they built their "board toolkit" for each function of the board with lessons learned from their board experience (starting ~2010s) 

    (12:49) "Our thesis is different to other activist investors who have built their businesses upon campaigns of intimidation, litigation and electioneering" 

    (14:01) Framing ValueAct's activism style within the historical arch of shareholder activism. 

    1. "Engineers think in terms of optimization and equations, lawyers think in terms of rules, and liberal arts people think in terms of psychology, sociology, literature, etc - I think you need to take into account these three types of thinking for problems [involving corporations}"
    2. What happened after SOX (2002) was that the zeitgeist for boardrooms changed in terms of openness to receiving outside opinions.

    (15:56) The Say on Pay (2011) rules forced greater interaction between directors and shareholders. 

    (18:00) His thoughts on "systematic" boardroom design issues: "we should all have empathy for independent directors, because they're entrusted to make the most consequential decisions around the corporation and yet [they do it part-time and generally lack information]. It's a tough job to do." "We can bring "peripheral" vision to the boardroom, which is supplemental to what the board sees through their own hierarchy." 

    (20:11) The problem with board committee structures and their independent consultants/advisors: "it drives to the balkanization of work." "There is an under-investment in terms of time devoted to strategy [in the boardroom]" 

    (23:33) "Thinking like an investor with an investment thesis is a very crystallizing thought exercise. It will lead you to have a point of view about what the strategy should be." "It's an important ingredient to being a good director." 

    (24:51) How should boards approach strategy, and why the job of the director is so hard (i.e. lack of time and information) 

    (27:49) How does he respond to criticism of activist investors as a class  "some of these criticisms are fair."  He thinks that it's important to note that shareholder activism (during his career) has had two big bubbles that popped:

    1. Surge of activism after SOX, popping after the financial crisis because they didn't perform very well.
    2. Resurgence after credit crisis, popping in the mid 2010s.

    (29:50) How advisors (lawyers, bankers, and others) impacted the activism landscape  "activist vulnerability assessments"

    (30:45) How he distinguishes transactional vs transformational activism 

    1. Transactional: Traditional break-up, recap and selling of companies.
    2. Transformational: reimagining the value proposition of the product of the company. Best in class people and operational performance. It requires a lot more work (they started this practice in the mid-2000s).

    (33:16) The mission statement of ValueAct since he took over as CEO is "to be the shareholder of choice for great companies navigating change." Examples:

    1. Adobe, Microsoft (from client service era to cloud era in software industry)
    2. 21st Century Fox (streaming in media companies)
    3. KKR (alternative asset management industry)

    (34:46) What he loves about his job 

    (35:29) Advice for independent directors: 

    1. Activism is everywhere (not just from activist investors)
    2. Peripheral vision can be helpful, and thinking critically with an investment thesis adds value.
    3. We live in an era of extreme disruption in the economy.
    4. Transformation is a critical journey for every company.

    (37:08) His experience as a director at Microsoft

    (42:45) His take on the purpose of the corporation, ESG and sustainability

    1. They have observed that the businesses that they invest in have a "license to operate": to be held in high regard by their stakeholders, regulators, media, politicians and other relevant constituencies.
    2. When they invest in a company they spend time with the "citizenship officers" of the company.
    3. Example of investments in financial institutions.

    (51:28) The principles by which ValueAct Capital invests: "We have to have a unique insight into every company we invest in that begets a meaningful relationship." (power politics is secondary)

    1. Good ideas pique curiosity, engagement and conversation.
    2. It doesn't matter if the corporation is a controlled corporation (for example, Martha Stewart, KKR, 21st Century Fox are controlled corporations)

    (53:39) Their international investments:

    1. UK: Reuters, Misys, Rolls-Royce.
    2. Japan: Olympus, JSR Corporation, Nintendo. "There is a graveyard of activists that have tried to take on Japanese companies at the ballot box and at the courthouse, and that type of high conflict transactional -in your face- approach does not work."

    (57:50) How does he see the future of shareholder activism and his recommendations

    (59:21) His favorite books: 

    1. Memoirs of the Second World War, by Winston Churchill (1948-53)
    2. The Remains of the Day, by Kazuo Ishiguro (1989)
    3. The World According to Garp, by John Irving (1978)

    (01:01:51) His professional mentors: 

    1. Jeff Ubben
    2. Satya Nadella

    (01:02:42) His favorite quote: "In the long run, the learn-it-all always beats the know-it-all " (Satya Nadella)

    Mason Morfit is a Partner, CEO and CIO of ValueAct Capital and is a member of the firm’s Management Committee. Prior to joining ValueAct Capital at inception, Mr. Morfit worked in equity research for Credit Suisse First Boston’s health care group where he focused on the managed care industry. Mr. Morfit is a member of the Advisory Council for Princeton University’s Woodrow Wilson School of Public and International Affairs and serves on the Board of Directors of the Tipping Point Community. He has a B.A. from Princeton University and is a CFA charterholder.

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Wed, 28 Oct 2020 23:46:30 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Mason Morfit) https://boardroom-governance.com/episodes/mason-morfit-d7VjCrVG (0:00) Intro

    (1:17) Start of interview 

    (1:58) Mason's "origin story" 

    (2:51) His start with ValueAct Capital (2001-Present) "A lot of what we do at ValueAct is invite ourselves to the dinner party."

    (6:20) The history of ValueAct Capital and its investment thesis.  

    1. How he met Jeffrey Ubben (founder of the firm).
    2. The impact of the corporate scandals in the early 2000s and the Martha Stewart story.
    3. Building a reputation as long term thinkers with board members that add value, plus network.

    (11:21) How they built their "board toolkit" for each function of the board with lessons learned from their board experience (starting ~2010s) 

    (12:49) "Our thesis is different to other activist investors who have built their businesses upon campaigns of intimidation, litigation and electioneering" 

    (14:01) Framing ValueAct's activism style within the historical arch of shareholder activism. 

    1. "Engineers think in terms of optimization and equations, lawyers think in terms of rules, and liberal arts people think in terms of psychology, sociology, literature, etc - I think you need to take into account these three types of thinking for problems [involving corporations}"
    2. What happened after SOX (2002) was that the zeitgeist for boardrooms changed in terms of openness to receiving outside opinions.

    (15:56) The Say on Pay (2011) rules forced greater interaction between directors and shareholders. 

    (18:00) His thoughts on "systematic" boardroom design issues: "we should all have empathy for independent directors, because they're entrusted to make the most consequential decisions around the corporation and yet [they do it part-time and generally lack information]. It's a tough job to do." "We can bring "peripheral" vision to the boardroom, which is supplemental to what the board sees through their own hierarchy." 

    (20:11) The problem with board committee structures and their independent consultants/advisors: "it drives to the balkanization of work." "There is an under-investment in terms of time devoted to strategy [in the boardroom]" 

    (23:33) "Thinking like an investor with an investment thesis is a very crystallizing thought exercise. It will lead you to have a point of view about what the strategy should be." "It's an important ingredient to being a good director." 

    (24:51) How should boards approach strategy, and why the job of the director is so hard (i.e. lack of time and information) 

    (27:49) How does he respond to criticism of activist investors as a class  "some of these criticisms are fair."  He thinks that it's important to note that shareholder activism (during his career) has had two big bubbles that popped:

    1. Surge of activism after SOX, popping after the financial crisis because they didn't perform very well.
    2. Resurgence after credit crisis, popping in the mid 2010s.

    (29:50) How advisors (lawyers, bankers, and others) impacted the activism landscape  "activist vulnerability assessments"

    (30:45) How he distinguishes transactional vs transformational activism 

    1. Transactional: Traditional break-up, recap and selling of companies.
    2. Transformational: reimagining the value proposition of the product of the company. Best in class people and operational performance. It requires a lot more work (they started this practice in the mid-2000s).

    (33:16) The mission statement of ValueAct since he took over as CEO is "to be the shareholder of choice for great companies navigating change." Examples:

    1. Adobe, Microsoft (from client service era to cloud era in software industry)
    2. 21st Century Fox (streaming in media companies)
    3. KKR (alternative asset management industry)

    (34:46) What he loves about his job 

    (35:29) Advice for independent directors: 

    1. Activism is everywhere (not just from activist investors)
    2. Peripheral vision can be helpful, and thinking critically with an investment thesis adds value.
    3. We live in an era of extreme disruption in the economy.
    4. Transformation is a critical journey for every company.

    (37:08) His experience as a director at Microsoft

    (42:45) His take on the purpose of the corporation, ESG and sustainability

    1. They have observed that the businesses that they invest in have a "license to operate": to be held in high regard by their stakeholders, regulators, media, politicians and other relevant constituencies.
    2. When they invest in a company they spend time with the "citizenship officers" of the company.
    3. Example of investments in financial institutions.

    (51:28) The principles by which ValueAct Capital invests: "We have to have a unique insight into every company we invest in that begets a meaningful relationship." (power politics is secondary)

    1. Good ideas pique curiosity, engagement and conversation.
    2. It doesn't matter if the corporation is a controlled corporation (for example, Martha Stewart, KKR, 21st Century Fox are controlled corporations)

    (53:39) Their international investments:

    1. UK: Reuters, Misys, Rolls-Royce.
    2. Japan: Olympus, JSR Corporation, Nintendo. "There is a graveyard of activists that have tried to take on Japanese companies at the ballot box and at the courthouse, and that type of high conflict transactional -in your face- approach does not work."

    (57:50) How does he see the future of shareholder activism and his recommendations

    (59:21) His favorite books: 

    1. Memoirs of the Second World War, by Winston Churchill (1948-53)
    2. The Remains of the Day, by Kazuo Ishiguro (1989)
    3. The World According to Garp, by John Irving (1978)

    (01:01:51) His professional mentors: 

    1. Jeff Ubben
    2. Satya Nadella

    (01:02:42) His favorite quote: "In the long run, the learn-it-all always beats the know-it-all " (Satya Nadella)

    Mason Morfit is a Partner, CEO and CIO of ValueAct Capital and is a member of the firm’s Management Committee. Prior to joining ValueAct Capital at inception, Mr. Morfit worked in equity research for Credit Suisse First Boston’s health care group where he focused on the managed care industry. Mr. Morfit is a member of the Advisory Council for Princeton University’s Woodrow Wilson School of Public and International Affairs and serves on the Board of Directors of the Tipping Point Community. He has a B.A. from Princeton University and is a CFA charterholder.

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mason Morfit: We Can Bring Peripheral Vision to the Boardroom. Evan Epstein, Mason Morfit 01:05:06 In this episode, I talk with Mason Morfit, the CEO and CIO of ValueAct Capital, a San Francisco-based activist fund that manages more than $16 Billion on behalf of some of the world's largest institutional investors. Mason is an experienced activist investor and has served on multiple public company boards, including Microsoft, Valeant, Advanced Medical Optics, C.R. Bard, Immucor, MSD Performance and Solexa. In this podcast we discuss the investment thesis of his firm, transactional vs transformational shareholder activism, the evolution of boardroom governance in the U.S., ESG and sustainability, investing in the UK and Japan, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Mason Morfit, the CEO and CIO of ValueAct Capital, a San Francisco-based activist fund that manages more than $16 Billion on behalf of some of the world's largest institutional investors. Mason is an experienced activist investor and has served on multiple public company boards, including Microsoft, Valeant, Advanced Medical Optics, C.R. Bard, Immucor, MSD Performance and Solexa. In this podcast we discuss the investment thesis of his firm, transactional vs transformational shareholder activism, the evolution of boardroom governance in the U.S., ESG and sustainability, investing in the UK and Japan, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com martha stewart, valueact capital, satya nadella, institutational investors, microsoft, shareholder activism, executive compensation, stakeholders, #corpgov, sustainability, strategy, audit committee, mason morfit, compensation committee, nomination and governance committee, activism, index funds, sarbanes oxley, activist investors, rolls royce, ishiguro, churchill, ceo succession, board committees, nintendo, transactional vs transformational activism, purpose of the corporation, olympus, passive investors, esg, purpose, boards of directors false full 22     5309632f-d487-49ff-8920-0b8285207dd5 Ilya Strebulaev: Focusing on the Finance and Governance of Venture-Backed Companies.
  • Start of interview [1:19]
  • Ilya's "origin story" [1:50]
    1. Lomonosov Moscow State University ('97)
    2. New Economic School (NES) ('99)
    3. London Business School, PhD Finance ('04)
  • His start as a Professor at the Stanford Graduate School of Business (2004-Present) [7:08]
  • His initial interest in the field of venture capital  [7:56] "These days my major problem is that there are so many research projects, and I have to juggle 10 different (amazing) research projects at the same time."
  • Why governance of venture-backed companies has been historically under researched by finance scholars (it has to do with the "quantification revolution" from the 70s-80s). [12:08]
  • His article "The Economic Impact of Venture Capital: Evidence from Public Companies" co-authored with Will Gornall (2015) [14:29]
    1. "This is important to mention: venture capital is an American phenomenon, since 2016 every single day the top 5 U.S. public companies by market cap were venture-backed, and from the top 100 there is a significant proportion. But most importantly they are young companies that grow very fast."
  • His article "How Do Venture Capitalists Make Decisions?" co-authored with: Paul A. Gompers, Will Gornall, Steven N. Kaplan (2016) [20:40]
    1. Differences between VCs focused in IT and healthcare
    2. Differences in terms of geography (i.e., west coast v. east coast, U.S. v. international)
    3. Differences in early stage vs late stage.
    4. Deal flow, deal selection, and post-investment value-added as contributors to value creation
    5. Investment selection (jockey v. horse framework)
  • His article "Squaring Venture Capital Valuations with Reality" co-authored with Will Gornall (2017) [32:37]. They wrote this paper because:
    1. It is difficult to apply traditional financial methodology (such as DCF or CAPM) to early stage startups.
    2. Whenever the valuation of venture-backed companies was reported in the press or in commercial datasets,  it did not make sense to him (not the price, but the way it was reported).
    3. They used the example of Square's post money valuation pre-IPO.
    4. They created a new valuation model for startups (they found that the average unicorn in their sample had 8 classes of shares).
  • His current research on governance of venture-backed companies [41:12]
    1. In venture-backed companies boards are very "unstable" due to staged financing.
    2. Board control, voting rights and protective provisions.
    3. Stanford Venture Capital Initiative: one of its goals is to improve the quality of the data in venture-capital. Some projects:
      1. Study of evolution of corporate governance in venture-backed companies.
      2. The anatomy of down-round financings.
  • His take on the "stay private vs go public debate" and SPACs [49:12]
    1. Significant increase of investors in private markets.
    2. Liquidity options beyond IPOs and M&A, such as secondary markets.
  • His favorite books: [54:42]
    1. The Structure of Scientific Revolutions, by Thomas Kun (1962)
    2. The Autobiography of Bertrand Russell, by Bertrand Russell (1951)
  • His professional mentor: [54:42]
    1. His father: "maybe the most important lesson that I learned from him is that you have to be calm, even when life throws at you a ball that that you don't necessarily want." "He taught me how to live and behave in life."
    2. Stephen Schaefer. His former academic advisor at LBS.
  • His favorite quotes: [57:43]
    1. On the difference between theory and practice. "It is very difficult to tell people: learn how to swim, but only when you learn how to swim we're going to fill the water in the swimming pool"
  • His unusual habit [58:48]
    1. These days, the fact that he reads (his goal in life is to devote one hour per day some physical book, usually on topics unrelated to finance).
  • His experience as a corporate director of Yandex  [01:00:57]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 19 Oct 2020 14:03:55 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Ilya Strebulaev) https://boardroom-governance.com/episodes/ilya-strebulaev-i6D0y42P
  • Start of interview [1:19]
  • Ilya's "origin story" [1:50]
    1. Lomonosov Moscow State University ('97)
    2. New Economic School (NES) ('99)
    3. London Business School, PhD Finance ('04)
  • His start as a Professor at the Stanford Graduate School of Business (2004-Present) [7:08]
  • His initial interest in the field of venture capital  [7:56] "These days my major problem is that there are so many research projects, and I have to juggle 10 different (amazing) research projects at the same time."
  • Why governance of venture-backed companies has been historically under researched by finance scholars (it has to do with the "quantification revolution" from the 70s-80s). [12:08]
  • His article "The Economic Impact of Venture Capital: Evidence from Public Companies" co-authored with Will Gornall (2015) [14:29]
    1. "This is important to mention: venture capital is an American phenomenon, since 2016 every single day the top 5 U.S. public companies by market cap were venture-backed, and from the top 100 there is a significant proportion. But most importantly they are young companies that grow very fast."
  • His article "How Do Venture Capitalists Make Decisions?" co-authored with: Paul A. Gompers, Will Gornall, Steven N. Kaplan (2016) [20:40]
    1. Differences between VCs focused in IT and healthcare
    2. Differences in terms of geography (i.e., west coast v. east coast, U.S. v. international)
    3. Differences in early stage vs late stage.
    4. Deal flow, deal selection, and post-investment value-added as contributors to value creation
    5. Investment selection (jockey v. horse framework)
  • His article "Squaring Venture Capital Valuations with Reality" co-authored with Will Gornall (2017) [32:37]. They wrote this paper because:
    1. It is difficult to apply traditional financial methodology (such as DCF or CAPM) to early stage startups.
    2. Whenever the valuation of venture-backed companies was reported in the press or in commercial datasets,  it did not make sense to him (not the price, but the way it was reported).
    3. They used the example of Square's post money valuation pre-IPO.
    4. They created a new valuation model for startups (they found that the average unicorn in their sample had 8 classes of shares).
  • His current research on governance of venture-backed companies [41:12]
    1. In venture-backed companies boards are very "unstable" due to staged financing.
    2. Board control, voting rights and protective provisions.
    3. Stanford Venture Capital Initiative: one of its goals is to improve the quality of the data in venture-capital. Some projects:
      1. Study of evolution of corporate governance in venture-backed companies.
      2. The anatomy of down-round financings.
  • His take on the "stay private vs go public debate" and SPACs [49:12]
    1. Significant increase of investors in private markets.
    2. Liquidity options beyond IPOs and M&A, such as secondary markets.
  • His favorite books: [54:42]
    1. The Structure of Scientific Revolutions, by Thomas Kun (1962)
    2. The Autobiography of Bertrand Russell, by Bertrand Russell (1951)
  • His professional mentor: [54:42]
    1. His father: "maybe the most important lesson that I learned from him is that you have to be calm, even when life throws at you a ball that that you don't necessarily want." "He taught me how to live and behave in life."
    2. Stephen Schaefer. His former academic advisor at LBS.
  • His favorite quotes: [57:43]
    1. On the difference between theory and practice. "It is very difficult to tell people: learn how to swim, but only when you learn how to swim we're going to fill the water in the swimming pool"
  • His unusual habit [58:48]
    1. These days, the fact that he reads (his goal in life is to devote one hour per day some physical book, usually on topics unrelated to finance).
  • His experience as a corporate director of Yandex  [01:00:57]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Ilya Strebulaev: Focusing on the Finance and Governance of Venture-Backed Companies. Evan Epstein, Ilya Strebulaev 01:03:21 In this episode, I talk with Ilya Strebulaev, the David S. Lobel Professor of Private Equity and Professor of Finance at the Stanford Graduate School of Business, where he also serves as the Faculty Director of the Venture Capital Initiative. Professor Strebulaev is one of the top experts in valuation and corporate finance of venture-backed companies. His work has been widely published in leading academic journals and he teaches at the Stanford MBA, MsX, PhD, and executive education programs. In this podcast we discuss his interest and research in venture capital, including core aspects of decision-making by VCs and valuation of venture-backed companies. We also dive into some of the nuances and complexities of corporate governance in these companies, as opposed to public company governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Ilya Strebulaev, the David S. Lobel Professor of Private Equity and Professor of Finance at the Stanford Graduate School of Business, where he also serves as the Faculty Director of the Venture Capital Initiative. Professor Strebulaev is one of the top experts in valuation and corporate finance of venture-backed companies. His work has been widely published in leading academic journals and he teaches at the Stanford MBA, MsX, PhD, and executive education programs. In this podcast we discuss his interest and research in venture capital, including core aspects of decision-making by VCs and valuation of venture-backed companies. We also dive into some of the nuances and complexities of corporate governance in these companies, as opposed to public company governance. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com direct listings, stephen schaefer, dcf, corporate governance, founder friendly, #corpgov, corporate finance, economic impact of vc, stanford graduate school of business, secondary markets, down-rounds, governance, stanford, mba, valuation, voting rights, steven kaplan, venture capital, yandex, moscow state university, ipos, venture capital initiative, paul gompers, new economic school, spacs, venture-backed companies, squaring venture capital valuations with reality, london business school, board control, protective provisions, phd, capm, quantification revolution, square, will gornall, dual class shares, boards of directors false full 21     bccd3027-1af9-49eb-8268-70ec74c75d2e Kerrie Waring: "All Stakeholders Are Important, But Only Shareholders Can Effectively Hold Boards to Account"
  • Start of interview [1:06]
  • Kerrie's "origin story" [1:34]
  • Her initiation on corporate governance matters with the UK Institute of Directors (IoD) (2000-2004) [3:49]
  • Her take on corporate director education and training [5:42]
  • Her role at the Institute of Chartered Accountants in England and Wales (ICAEW) (2005-2008) [7:43]
  • Her transition to the International Corporate Governance Network (ICGN)  (2008-Present) [9:49]
  • History and mission of ICGN [11:56]. It was established in 1995, it has grow to over 800 members from 43 countries, (~70% of members are based in North America and Europe, ~20% in Asia). These members represent ~US$54 trillion of AUM. 
    1. ICGN Global Governance Principles
    2. ICGN Global Stewardship Principles
    3. Engagement with regulators (they send ~20-25 engagement letters to regulators per year). "ICGN brings a global investor flavor to national issues."
  • The concept of "investor stewardship" and its evolution over time [15:27]
    1. The Cadbury Report (1992)
    2. The UK Stewardship Code (2010)
    3. The European Shareholder Rights Directive II (SRDII) (2020).
    4. Recently, UK and Japan have expanded stewardship principles beyond equity to all asset classes (Japan Stewardship Code, 2020)
  • Her take on the debate of the purpose of the corporation (shareholder primacy vs stakeholders) [20:36]
    1. Business Roundtable's Statement on the purpose of the corporation (2019)
    2. Europe's Consultation on Sustainable Corporate Governance (2020)
    3. Section 172 of the UK Companies Act (2006)
    4. CII's statement opposing the BRT's 2019 Restatement ("accountability to everyone means accountability to no one")
  • On the rise of ESG [26:47] "[I think] ESG has grown from a deeper understanding of stewardship since 2008... I would take away the G [since we've always been focused on governance] so really what we have witnessed is the rise of E and S... and this year COVID has shifted the narrative particularly around the S." For example, ICGN members have focused on "human capital management":
    1. Health and safety
    2. Staff training due to WFH
    3. Income inequality, pay.
  • Many ICGN members have formed the "Human Capital Management Coalition" which has been engaging with the SEC, resulting in new disclosure rules involving human capital resources  [28:49]
  • Her take on climate change [29:31]
    1. ICGN is calling for ESG reporting on an international scale to address climate change.
    2. Many ICGN members are calling for Task Force on Climate-Related Disclosure (TCFD) framework
    3. NZ is the first country in the world to make climate reporting compulsory with TCFD.
  • Her take on diversity [32:38]
    1. Focus on disclosure of diversity policies.
    2. Measurable targets, goals and time periods.
    3. Boards should disclose skills matrix. "For me, one of the biggest barriers of board diversity is director tenure, 'zombie directors', we need to have a policy of board refreshment and board evaluation." "There is still a problem surrounding the 'old boys network', the 'male, pale and stale crew.'"
  • Her take on Big Tech [39:14]
    1. She's worried about the "covert behavioral manipulative algorithms that are gradually changing the way we think, feel and act." (for example, as described in The Social Dilemma documentary)
    2. ICGN has not weighed into this issue. From a governance perspective many ICGN members cannot influence these companies due to dual-class share structures that make them less accountable to shareholders (ICGN advocates for a "one share one vote" structure).
    3. "The U.S. also has weaker data privacy regulations than Europe, and that's a problem."
  • Her parting thoughts for directors "investors are your allies" [44:34]
  • Her favorite books: [49:27]
    1. Ten Arguments for Deleting Your Social Media Accounts Right Now, (2018) by Jaron Lanier (this is the book that she's currently reading)
    2. Factfulness, (2018) by Hans Rosling.
    3. Corporate Governance and Chairmanship, (2002) by Sir Adrian Cadbury.
  • Her professional mentor: [46:45]
    1. Anne Simpson, currently at CalPERS.
  • His favorite quotes: [47:50]
    1. "You can’t go back and change the beginning, but you can start from where you are and change the ending.” (C.S. Lewis)
    2. "Unless someone like you cares a whole awful lot, Nothing is going to get better. It's not.” (Dr. Seus, The Lorax).
  • Her unusual habit [48:53]
  • The living person she most admires [49:43]
    1. David Attenborough
    2. Jacinda Ardern

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 12 Oct 2020 12:41:44 +0000 evan.epstein@pacificaglobal.com (Kerrie Waring, Evan Epstein) https://boardroom-governance.com/episodes/kerrie-waring-geYx9WJo
  • Start of interview [1:06]
  • Kerrie's "origin story" [1:34]
  • Her initiation on corporate governance matters with the UK Institute of Directors (IoD) (2000-2004) [3:49]
  • Her take on corporate director education and training [5:42]
  • Her role at the Institute of Chartered Accountants in England and Wales (ICAEW) (2005-2008) [7:43]
  • Her transition to the International Corporate Governance Network (ICGN)  (2008-Present) [9:49]
  • History and mission of ICGN [11:56]. It was established in 1995, it has grow to over 800 members from 43 countries, (~70% of members are based in North America and Europe, ~20% in Asia). These members represent ~US$54 trillion of AUM. 
    1. ICGN Global Governance Principles
    2. ICGN Global Stewardship Principles
    3. Engagement with regulators (they send ~20-25 engagement letters to regulators per year). "ICGN brings a global investor flavor to national issues."
  • The concept of "investor stewardship" and its evolution over time [15:27]
    1. The Cadbury Report (1992)
    2. The UK Stewardship Code (2010)
    3. The European Shareholder Rights Directive II (SRDII) (2020).
    4. Recently, UK and Japan have expanded stewardship principles beyond equity to all asset classes (Japan Stewardship Code, 2020)
  • Her take on the debate of the purpose of the corporation (shareholder primacy vs stakeholders) [20:36]
    1. Business Roundtable's Statement on the purpose of the corporation (2019)
    2. Europe's Consultation on Sustainable Corporate Governance (2020)
    3. Section 172 of the UK Companies Act (2006)
    4. CII's statement opposing the BRT's 2019 Restatement ("accountability to everyone means accountability to no one")
  • On the rise of ESG [26:47] "[I think] ESG has grown from a deeper understanding of stewardship since 2008... I would take away the G [since we've always been focused on governance] so really what we have witnessed is the rise of E and S... and this year COVID has shifted the narrative particularly around the S." For example, ICGN members have focused on "human capital management":
    1. Health and safety
    2. Staff training due to WFH
    3. Income inequality, pay.
  • Many ICGN members have formed the "Human Capital Management Coalition" which has been engaging with the SEC, resulting in new disclosure rules involving human capital resources  [28:49]
  • Her take on climate change [29:31]
    1. ICGN is calling for ESG reporting on an international scale to address climate change.
    2. Many ICGN members are calling for Task Force on Climate-Related Disclosure (TCFD) framework
    3. NZ is the first country in the world to make climate reporting compulsory with TCFD.
  • Her take on diversity [32:38]
    1. Focus on disclosure of diversity policies.
    2. Measurable targets, goals and time periods.
    3. Boards should disclose skills matrix. "For me, one of the biggest barriers of board diversity is director tenure, 'zombie directors', we need to have a policy of board refreshment and board evaluation." "There is still a problem surrounding the 'old boys network', the 'male, pale and stale crew.'"
  • Her take on Big Tech [39:14]
    1. She's worried about the "covert behavioral manipulative algorithms that are gradually changing the way we think, feel and act." (for example, as described in The Social Dilemma documentary)
    2. ICGN has not weighed into this issue. From a governance perspective many ICGN members cannot influence these companies due to dual-class share structures that make them less accountable to shareholders (ICGN advocates for a "one share one vote" structure).
    3. "The U.S. also has weaker data privacy regulations than Europe, and that's a problem."
  • Her parting thoughts for directors "investors are your allies" [44:34]
  • Her favorite books: [49:27]
    1. Ten Arguments for Deleting Your Social Media Accounts Right Now, (2018) by Jaron Lanier (this is the book that she's currently reading)
    2. Factfulness, (2018) by Hans Rosling.
    3. Corporate Governance and Chairmanship, (2002) by Sir Adrian Cadbury.
  • Her professional mentor: [46:45]
    1. Anne Simpson, currently at CalPERS.
  • His favorite quotes: [47:50]
    1. "You can’t go back and change the beginning, but you can start from where you are and change the ending.” (C.S. Lewis)
    2. "Unless someone like you cares a whole awful lot, Nothing is going to get better. It's not.” (Dr. Seus, The Lorax).
  • Her unusual habit [48:53]
  • The living person she most admires [49:43]
    1. David Attenborough
    2. Jacinda Ardern

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Kerrie Waring: "All Stakeholders Are Important, But Only Shareholders Can Effectively Hold Boards to Account" Kerrie Waring, Evan Epstein 00:51:29 In this episode, I talk with Kerrie Waring, the CEO of the International Corporate Governance Network ("ICGN"), an investor-led organization established in 1995 to promote effective standards of corporate governance and investor stewardship. We discuss the history and mission of ICGN (which has grown to over 800 members in 43 countries representing $54 trillion of assets under management), investor stewardship, the debate over corporate purpose, the role of directors, corporate director trainings, the rise of ESG, diversity on boards, big tech, the impact of Covid and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Kerrie Waring, the CEO of the International Corporate Governance Network ("ICGN"), an investor-led organization established in 1995 to promote effective standards of corporate governance and investor stewardship. We discuss the history and mission of ICGN (which has grown to over 800 members in 43 countries representing $54 trillion of assets under management), investor stewardship, the debate over corporate purpose, the role of directors, corporate director trainings, the rise of ESG, diversity on boards, big tech, the impact of Covid and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com section 172 of uk company act 2006, japan stewardship code, climate change, calpers, corporate governance, disclosures, investor stewardship, icaew, cii, icgn, sustainability, board diversity, shareholder rights directive, uk, uk institute of directors, board refreshment, board accountability, kerrie waring, tfcd, the social dilemma, board evaluation, securities and exchange commission, global governance principles, one share one vote, anne simpson, iod, international corporate governance network, business roundtable, global stewardship principles, cadbury report, institute of chartered accountants of england and wales, big tech, human capital management coalition, sec, council of institutional investors, esg, board tenure, hcmc, dual class shares false full 20     a0f502f3-5477-4381-b2eb-e1f9d028f12b Ahmad Thomas: "We Made a Decision to Stand on the Side of Progress by Supporting AB-979"
  • Start of interview [1:11]
  • Ahmad's "origin story" [1:52]
  • His experience as senior aide to U.S. Senator Dianne Feinstein in Washington, D.C. (2005-2010) [4:29]
    1. TARP Programs
    2. Dodd Frank Act
  • His experience with Barclays Investment Bank covering public sector infrastructure (2010-2020) [7:41]
    1. Led Barclays’ California and Silicon Valley regional municipal banking team.
    2. Led Barclays' public sector coverage of social impact engagements in the 13 western U.S. states.
    3. Served as a lead banker on several innovative transactions, most notably executing the first ever Social Bonds issue for a non-profit in the U.S. municipal bond market.
  • Introduction of the Silicon Valley Leadership Group, founded in 1977 by David Packard of HP [11:19]
  • Membership of the SVLG: about 360 companies. [13:39] "That's where the juice comes from. When we speak on behalf of these Silicon Valley companies, there is a real opportunity to impact positive change not only in Silicon Valley but also in corporate America."
  • Board of SVLG "represents some of the best and brightest of Silicon Valley" [15:15]
  • The new AB-979 California Board Diversity Legislation [16:27]
    1. Introduced by CA AssemblyMember Chris Holden.
    2. On September 30, 2020, Governor Newsom signed AB 979, which requires publicly held corporations headquartered in CA to diversify their boards of directors with directors from “underrepresented communities” by December 31, 2021.
    3. AB 979 defines “director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”
  • "What's so significant [for SVLG] is that we made a decision to stand on the side of progress" [18:35]
  • The precedent of SB-826 [19:13]
  • "I'm just so proud to stand with our executives and member companies to drive some serious change in a smart and responsible manner." [20:26]
  • What piqued his interest in corporate board diversity: "some of this is very personal" [21:29]
  • "The statement being made [with AB-979] was one that we [SVLG] wanted to stand in line with" [24:20]
  • "The shareholder oversight questions are extremely serious and significant for public companies, especially for tech companies" [27:30]
  • SVLG is developing tools to help on diversity initiatives (such as a database/repository of resumes) [29:09]
  • Impact of Black Lives Matter movement in corporate America and SVLG [30:26]
  • "There is overwhelming research that demonstrates a clear tie between increased profitability, increased market leadership, and more innovation with diverse executive leadership teams" "There is a business imperative to act, and also a moral imperative." [32:30]
  • SVLG Is working on a pledge to improve diversity numbers in both public and private companies [35:56]
  • Shareholder primacy vs stakeholder capitalism [43:44]: "What I would hope is that a business association like ours might be a proponent of tying social responsibility in every way, shape and form, and very strategically, to the business and to the bottom line."
  • What's next for SVLG [46:40]: In terms of racial justice and equity: "It is about hiring, it's about funding, and it's about measuring results."
  • His favorite books: [49:27]
    1. Endurance, by Alfred Lansing.
    2. To Sell is Human, by Daniel Pink.
    3. Bad Blood, by John Carreyrou.
    4. Total Leadership, by Stewart Friedman.
  • His professional mentor: [51:23]
    1. Dianne Feinstein
  • His favorite quotes: [52:27]
    1. "Luck is where preparation meets opportunity" (attributed to Roman philosopher Seneca)
    2. "You've got to get comfortable being uncomfortable in roles like this"
    3. "There is nothing more uncommon than common sense" (attributed to Frank Lloyd Wright)
  • What is an unusual habit or an absurd thing that you love?
    1. Two Beyond Burgers a day!
  • Which living person do you most admire? His Dad, who grew up in the segregated south.

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 5 Oct 2020 13:54:32 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Ahmad Thomas) https://boardroom-governance.com/episodes/ahmad-thomas-u8jnthKu
  • Start of interview [1:11]
  • Ahmad's "origin story" [1:52]
  • His experience as senior aide to U.S. Senator Dianne Feinstein in Washington, D.C. (2005-2010) [4:29]
    1. TARP Programs
    2. Dodd Frank Act
  • His experience with Barclays Investment Bank covering public sector infrastructure (2010-2020) [7:41]
    1. Led Barclays’ California and Silicon Valley regional municipal banking team.
    2. Led Barclays' public sector coverage of social impact engagements in the 13 western U.S. states.
    3. Served as a lead banker on several innovative transactions, most notably executing the first ever Social Bonds issue for a non-profit in the U.S. municipal bond market.
  • Introduction of the Silicon Valley Leadership Group, founded in 1977 by David Packard of HP [11:19]
  • Membership of the SVLG: about 360 companies. [13:39] "That's where the juice comes from. When we speak on behalf of these Silicon Valley companies, there is a real opportunity to impact positive change not only in Silicon Valley but also in corporate America."
  • Board of SVLG "represents some of the best and brightest of Silicon Valley" [15:15]
  • The new AB-979 California Board Diversity Legislation [16:27]
    1. Introduced by CA AssemblyMember Chris Holden.
    2. On September 30, 2020, Governor Newsom signed AB 979, which requires publicly held corporations headquartered in CA to diversify their boards of directors with directors from “underrepresented communities” by December 31, 2021.
    3. AB 979 defines “director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”
  • "What's so significant [for SVLG] is that we made a decision to stand on the side of progress" [18:35]
  • The precedent of SB-826 [19:13]
  • "I'm just so proud to stand with our executives and member companies to drive some serious change in a smart and responsible manner." [20:26]
  • What piqued his interest in corporate board diversity: "some of this is very personal" [21:29]
  • "The statement being made [with AB-979] was one that we [SVLG] wanted to stand in line with" [24:20]
  • "The shareholder oversight questions are extremely serious and significant for public companies, especially for tech companies" [27:30]
  • SVLG is developing tools to help on diversity initiatives (such as a database/repository of resumes) [29:09]
  • Impact of Black Lives Matter movement in corporate America and SVLG [30:26]
  • "There is overwhelming research that demonstrates a clear tie between increased profitability, increased market leadership, and more innovation with diverse executive leadership teams" "There is a business imperative to act, and also a moral imperative." [32:30]
  • SVLG Is working on a pledge to improve diversity numbers in both public and private companies [35:56]
  • Shareholder primacy vs stakeholder capitalism [43:44]: "What I would hope is that a business association like ours might be a proponent of tying social responsibility in every way, shape and form, and very strategically, to the business and to the bottom line."
  • What's next for SVLG [46:40]: In terms of racial justice and equity: "It is about hiring, it's about funding, and it's about measuring results."
  • His favorite books: [49:27]
    1. Endurance, by Alfred Lansing.
    2. To Sell is Human, by Daniel Pink.
    3. Bad Blood, by John Carreyrou.
    4. Total Leadership, by Stewart Friedman.
  • His professional mentor: [51:23]
    1. Dianne Feinstein
  • His favorite quotes: [52:27]
    1. "Luck is where preparation meets opportunity" (attributed to Roman philosopher Seneca)
    2. "You've got to get comfortable being uncomfortable in roles like this"
    3. "There is nothing more uncommon than common sense" (attributed to Frank Lloyd Wright)
  • What is an unusual habit or an absurd thing that you love?
    1. Two Beyond Burgers a day!
  • Which living person do you most admire? His Dad, who grew up in the segregated south.

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Ahmad Thomas: "We Made a Decision to Stand on the Side of Progress by Supporting AB-979" Evan Epstein, Ahmad Thomas 00:59:38 In this episode, I talk with Ahmad Thomas, the President & CEO of the Silicon Valley Leadership Group, a public policy association that represents more than 360 companies shaping the future innovation economy of Silicon Valley, the Bay Area, and the nation. We discuss the recent passage of AB-979, the new California law that mandates a minimum number of directors from underrepresented communities on boards of directors of California public corporations. The Silicon Valley Leadership Group was one of the first and most prominent business organizations to endorse this legislation. But we also discuss broader topics involving governance of public and private companies in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Ahmad Thomas, the President & CEO of the Silicon Valley Leadership Group, a public policy association that represents more than 360 companies shaping the future innovation economy of Silicon Valley, the Bay Area, and the nation. We discuss the recent passage of AB-979, the new California law that mandates a minimum number of directors from underrepresented communities on boards of directors of California public corporations. The Silicon Valley Leadership Group was one of the first and most prominent business organizations to endorse this legislation. But we also discuss broader topics involving governance of public and private companies in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com diane feinstein, equity, corporate governance, #corpgov, diversity, senator feinstein, ab 979, ahmad thomas, jed york, barclays, california, carl guardino, chris holden, cornell, silicon valley leadership group, sb 826, wharton, dodd frank act, corporate directors, governor gavin newsom, tarp, black lives matter, london school of economics, blm, boardroom diversity, inclusion false full 19     208e500a-9922-434f-a68e-aca834735938 Esther Aguilera: "Latinos Are The Most Underrepresented Minorities on U.S. Corporate Boards"
  • Start of interview [1:25]
  • Esther's "origin story" [1:50]
  • Her experience at Occidental College [3:55]
  • Her transition from CA to Washington DC [4:36]
  • Introduction of the Latino Corporate Director Association (LCDA), founded in 2016 [6:20]
  • History of LCDA [7:15] Links with the Hispanic Association of Corporate Responsibility (HACR)
  • The Mission of LCDA is to 1) develop, 2) support & 3) increase the number of Latinos on Corporate Boards [8:56]
  • LCDA Pillars [9:06]: 1) Increase supply (Latinos hold less than 3% of Fortune 1000 company board seats) 2) Increase demand, 3) Research and Raising Awareness, 4) Engage with Companies.
  • The LCDA Board Ready Institute for aspiring directors [12:10]
  • LCDA Memberships (115 current members: 2/3s corporate directors, 1/3 aspiring directors):
    1. Aspiring Directors (executive membership).
    2. Corporate Directors  (as of 2019, Latino directors held 275 board seats in F1000 companies for a total of only 209 individuals)
  • CA's Women on Boards Legislation (2018): SB-826 (Gender) [21:16]
    1. LCDA found that out of 511 seats filled by women on California public company boards since SB 826 was enacted, just 17 (3.3%) are Latina, compared to 77.9% white women.
  • CA's Corporate Boards Diversity Legislation (2020) (pending signature): AB-979 (Minorities)
    1. LCDA found that out of 662 California companies registered on the NYSE, NASDAQ, and AMEX, 35%, or 233 companies have all white boards of directors.
    2. LCDA also found that out of these 662 CA companies, only 13% had at least one Latino on their board.
  • "What ends up happening is that you're setting up winners and losers: if there is only a focus on gender, Latinos and African-American lose out." [24:50]
  • LCDA's Latino Voices for Boardroom Equity Initiative in partnership with leading business and civic leaders [28:41] The Latino Voices initiative asserts that diversity without the inclusion of Latinos is not acceptable:
    1. Call to triple Latino representation on public company boards by 2023 (currently Latinos hold only 2.2% of Russell 3000 companies per ISS)
    2. Act to target corporations with no Latino representation (for example, Del Taco, Chipotle and el Pollo Loco)
    3. Track progress through publication of a quarterly scorecard.
  • "If Latinos were a nation, they would be the 8th largest economy in the world, right behind India. IThey are growing at ~5% (similar to India)"
  • "Diversity is a business and governance imperative"
  • LCDA has a national campaign (starting in CA). They have a Latino Board Tracker. [36:40]
  • Her favorite authors: [38:30]
    1. Maya Angelou (poetry)
    2. Rodolfo Anaya (history)
    3. Martin Luther King (struggle)
  • Her professional mentors: [40:12]
    1. Bill Richardson (former Governor of New Mexico, US Ambassador to the UN, Energy Secretary and U.S. Congressman)
    2. Xavier Becerra (current Attorney General of the State of CA)
    3. Ed Pastor (former U.S. Congressman for Arizona)
  • Her favorite quote: [43:46]
    1. Bernard Tyson (former Chair and CEO of Kaiser Permanente): "When Corporate America lets us Into the room, our contributions are going to be massive when we're given a shot and a chance."

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Tue, 29 Sep 2020 13:53:00 +0000 evan.epstein@pacificaglobal.com (Esther Aguilera, Evan Epstein) https://boardroom-governance.com/episodes/esther-aguilera-Y9xZFg9I
  • Start of interview [1:25]
  • Esther's "origin story" [1:50]
  • Her experience at Occidental College [3:55]
  • Her transition from CA to Washington DC [4:36]
  • Introduction of the Latino Corporate Director Association (LCDA), founded in 2016 [6:20]
  • History of LCDA [7:15] Links with the Hispanic Association of Corporate Responsibility (HACR)
  • The Mission of LCDA is to 1) develop, 2) support & 3) increase the number of Latinos on Corporate Boards [8:56]
  • LCDA Pillars [9:06]: 1) Increase supply (Latinos hold less than 3% of Fortune 1000 company board seats) 2) Increase demand, 3) Research and Raising Awareness, 4) Engage with Companies.
  • The LCDA Board Ready Institute for aspiring directors [12:10]
  • LCDA Memberships (115 current members: 2/3s corporate directors, 1/3 aspiring directors):
    1. Aspiring Directors (executive membership).
    2. Corporate Directors  (as of 2019, Latino directors held 275 board seats in F1000 companies for a total of only 209 individuals)
  • CA's Women on Boards Legislation (2018): SB-826 (Gender) [21:16]
    1. LCDA found that out of 511 seats filled by women on California public company boards since SB 826 was enacted, just 17 (3.3%) are Latina, compared to 77.9% white women.
  • CA's Corporate Boards Diversity Legislation (2020) (pending signature): AB-979 (Minorities)
    1. LCDA found that out of 662 California companies registered on the NYSE, NASDAQ, and AMEX, 35%, or 233 companies have all white boards of directors.
    2. LCDA also found that out of these 662 CA companies, only 13% had at least one Latino on their board.
  • "What ends up happening is that you're setting up winners and losers: if there is only a focus on gender, Latinos and African-American lose out." [24:50]
  • LCDA's Latino Voices for Boardroom Equity Initiative in partnership with leading business and civic leaders [28:41] The Latino Voices initiative asserts that diversity without the inclusion of Latinos is not acceptable:
    1. Call to triple Latino representation on public company boards by 2023 (currently Latinos hold only 2.2% of Russell 3000 companies per ISS)
    2. Act to target corporations with no Latino representation (for example, Del Taco, Chipotle and el Pollo Loco)
    3. Track progress through publication of a quarterly scorecard.
  • "If Latinos were a nation, they would be the 8th largest economy in the world, right behind India. IThey are growing at ~5% (similar to India)"
  • "Diversity is a business and governance imperative"
  • LCDA has a national campaign (starting in CA). They have a Latino Board Tracker. [36:40]
  • Her favorite authors: [38:30]
    1. Maya Angelou (poetry)
    2. Rodolfo Anaya (history)
    3. Martin Luther King (struggle)
  • Her professional mentors: [40:12]
    1. Bill Richardson (former Governor of New Mexico, US Ambassador to the UN, Energy Secretary and U.S. Congressman)
    2. Xavier Becerra (current Attorney General of the State of CA)
    3. Ed Pastor (former U.S. Congressman for Arizona)
  • Her favorite quote: [43:46]
    1. Bernard Tyson (former Chair and CEO of Kaiser Permanente): "When Corporate America lets us Into the room, our contributions are going to be massive when we're given a shot and a chance."

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Esther Aguilera: "Latinos Are The Most Underrepresented Minorities on U.S. Corporate Boards" Esther Aguilera, Evan Epstein 00:47:46 In this episode, I talk with Esther Aguilera, the President and CEO of the Latino Corporate Directors Association (LCDA). LCDA is a national, membership organization promoting C-level and board diversity. It serves as an advocate and resource to corporate boards, search firms, private equity, and institutional investors interested in gaining access to exceptional Latino board talent. For more information about LCDA please go to www.latinocorporatedirectors.org If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Esther Aguilera, the President and CEO of the Latino Corporate Directors Association (LCDA). LCDA is a national, membership organization promoting C-level and board diversity. It serves as an advocate and resource to corporate boards, search firms, private equity, and institutional investors interested in gaining access to exceptional Latino board talent. For more information about LCDA please go to www.latinocorporatedirectors.org If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com ed pastor, pollo loco, bernard tyson, nyse, calpers, lcda, diversity, institutional investors, board diversity, calstrs, latino board tracker, ab 979, aspiring directors, xavier becerra, bill richardson, esther aguilera, chris holden, latino corporate director association, sb 826, corporate directors, hacr, amex, latino voices for boardroom equity, hispanic association of corporate responsibility, nasdaq, occidental college false full 18     fbdb0ac3-5af0-4592-8887-2d5424b58772 Dr. Roger Barker: Corporate Governance in the U.K. and Europe.
  • Start of interview [1:15]
  • Roger's "origin story" [1:50]
  • Introduction of the Institute of Directors of the UK (IoD founded in 1903) [4:56]
  • On the evolution of director education and professionalization in the UK. "Modern" corporate governance in the UK was kickstarted by high profile scandals in the late 1980s such as Robert Maxwell's media empire collapse,  Polly Peck, BBCI, etc. which led to the Cadbury Committee in 1992 [7:00]
  • No certification required to be a director in the UK "this is why I think we're still a little bit in the Dark Ages or the Medieval period in terms of directorships and what the pre-requisites for directorship should be" [8:32]
  • "I think in 20-30 years from now it will be taken for granted that before you step into any significant directorship role you will have to have some type of professional credentials or pre-requisites like in any other profession" "there will be a proper professional structure" [9:12]
  • Three stages to the current qualification process offered by the IoD: [10:42]
    1. Certificate in Company Direction (knowledge)
    2. Diploma in Company Direction (practical: skill development)
    3. Qualification as Chartered Director (experience with board for at least 2 years)
  • Director education in Europe [15:44]. "It's been a real patchwork of approaches per country" Examples: ecoDa (Confederation of European Institutes of Directors), IFA (France), etc.
  • How has the role of directors changed in the UK [17:14] "It has hugely expanded in scope and complexity" (including technology/disruption, sustainability, etc)
  • The effect of Brexit in Corporate Governance [22:00]
  • Top priorities for boards in the UK per Roger: [24:33]
    1. Corporate purpose as an organizing principle for corporations (example: British Academy)
    2. Technological change, what does it mean for their companies (beyond cybersecurity and data protection).
    3. Climate change and sustainability.
  • More on the purpose of the corporation from the UK's perspective. "The UK is now in a middle ground, between the strong EU "stakeholder" perspective (with significant employee representation) and the Anglo-Saxon tradition of shareholder primacy. The duty of the UK director is to promote the success of the company in the interest of shareholders while paying due regard to a range of other stakeholders" [28:32]
  • The role of institutional investors in shaping the corporate governance agenda in the UK and the rise of ESG [34:20]
  • How does Roger see the surge of benefit corporations and B corps [37:43]
  • The rise of private markets and the state of tech entrepreneurship in the UK. Discussion about the Wates Corporate Governance Principles for Large Private Companies (2018). Collapse of BHS and Monarch Airlines. [42:14]
  • The impact of COVID-19 in corporate governance in the UK [47:01]
    1. There was a policy to keep companies going as long as possible (abandoning "any creative destruction" by market dynamics). Measures to support employees, changes in insolvency laws, etc.
    2. Shareholders took the back seat. Stopped paying dividends, particularly for banks and financial institutions.
    3. Boards have had to switch to virtual meetings. Many pros/cons around the effect of these measures.
  • His favorite book: [51:21]
    1. 1984 (1949) (by George Orwell)
  • His professional mentors: [52:30]
    1. Neville Bain (former Chairman of the IoD)
    2. Peter Montagnon (former shareholder advocate and policymaker)
  • His favorite quotes: [54:33]
    1. Upton Sinclair: "It is difficult to get a man to understand something when his salary depends upon his not understanding it..."
    2. William Faulkner: "The past is never dead, it's not even past" 
  • One of the living people that he most admires: Jürgen Klopp (GM Liverpool FC)  [56:14]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Tue, 8 Sep 2020 13:49:37 +0000 evan.epstein@pacificaglobal.com (Roger Barker, Evan Epstein) https://boardroom-governance.com/episodes/roger-barker-n1nZRwuV
  • Start of interview [1:15]
  • Roger's "origin story" [1:50]
  • Introduction of the Institute of Directors of the UK (IoD founded in 1903) [4:56]
  • On the evolution of director education and professionalization in the UK. "Modern" corporate governance in the UK was kickstarted by high profile scandals in the late 1980s such as Robert Maxwell's media empire collapse,  Polly Peck, BBCI, etc. which led to the Cadbury Committee in 1992 [7:00]
  • No certification required to be a director in the UK "this is why I think we're still a little bit in the Dark Ages or the Medieval period in terms of directorships and what the pre-requisites for directorship should be" [8:32]
  • "I think in 20-30 years from now it will be taken for granted that before you step into any significant directorship role you will have to have some type of professional credentials or pre-requisites like in any other profession" "there will be a proper professional structure" [9:12]
  • Three stages to the current qualification process offered by the IoD: [10:42]
    1. Certificate in Company Direction (knowledge)
    2. Diploma in Company Direction (practical: skill development)
    3. Qualification as Chartered Director (experience with board for at least 2 years)
  • Director education in Europe [15:44]. "It's been a real patchwork of approaches per country" Examples: ecoDa (Confederation of European Institutes of Directors), IFA (France), etc.
  • How has the role of directors changed in the UK [17:14] "It has hugely expanded in scope and complexity" (including technology/disruption, sustainability, etc)
  • The effect of Brexit in Corporate Governance [22:00]
  • Top priorities for boards in the UK per Roger: [24:33]
    1. Corporate purpose as an organizing principle for corporations (example: British Academy)
    2. Technological change, what does it mean for their companies (beyond cybersecurity and data protection).
    3. Climate change and sustainability.
  • More on the purpose of the corporation from the UK's perspective. "The UK is now in a middle ground, between the strong EU "stakeholder" perspective (with significant employee representation) and the Anglo-Saxon tradition of shareholder primacy. The duty of the UK director is to promote the success of the company in the interest of shareholders while paying due regard to a range of other stakeholders" [28:32]
  • The role of institutional investors in shaping the corporate governance agenda in the UK and the rise of ESG [34:20]
  • How does Roger see the surge of benefit corporations and B corps [37:43]
  • The rise of private markets and the state of tech entrepreneurship in the UK. Discussion about the Wates Corporate Governance Principles for Large Private Companies (2018). Collapse of BHS and Monarch Airlines. [42:14]
  • The impact of COVID-19 in corporate governance in the UK [47:01]
    1. There was a policy to keep companies going as long as possible (abandoning "any creative destruction" by market dynamics). Measures to support employees, changes in insolvency laws, etc.
    2. Shareholders took the back seat. Stopped paying dividends, particularly for banks and financial institutions.
    3. Boards have had to switch to virtual meetings. Many pros/cons around the effect of these measures.
  • His favorite book: [51:21]
    1. 1984 (1949) (by George Orwell)
  • His professional mentors: [52:30]
    1. Neville Bain (former Chairman of the IoD)
    2. Peter Montagnon (former shareholder advocate and policymaker)
  • His favorite quotes: [54:33]
    1. Upton Sinclair: "It is difficult to get a man to understand something when his salary depends upon his not understanding it..."
    2. William Faulkner: "The past is never dead, it's not even past" 
  • One of the living people that he most admires: Jürgen Klopp (GM Liverpool FC)  [56:14]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Dr. Roger Barker: Corporate Governance in the U.K. and Europe. Roger Barker, Evan Epstein 00:59:29 In this episode, I talk with Dr. Roger Barker, the newly appointed Director of Policy and Corporate Governance at the Institute of Directors from the U.K. Roger starts the role having been Head of Corporate Governance and Course Tutor at the IoD. More recently, he ran his own corporate governance advisory firm and between 2015 and 2020, he served as a UK Member of the European Economic and Social Committee. Roger also serves as an Honorary Associate at the Centre for Ethics and Law at University College London, and a visiting lecturer at Saïd Business School, Oxford, and Cass Business School, London. Roger is the holder of a doctorate from Oxford University and the author of numerous books and articles on corporate governance and board effectiveness. A former investment banker, Roger spent almost 15 years in a variety of equity research and senior management roles at UBS and Bank Vontobel, both in the UK and Switzerland. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Dr. Roger Barker, the newly appointed Director of Policy and Corporate Governance at the Institute of Directors from the U.K. Roger starts the role having been Head of Corporate Governance and Course Tutor at the IoD. More recently, he ran his own corporate governance advisory firm and between 2015 and 2020, he served as a UK Member of the European Economic and Social Committee. Roger also serves as an Honorary Associate at the Centre for Ethics and Law at University College London, and a visiting lecturer at Saïd Business School, Oxford, and Cass Business School, London. Roger is the holder of a doctorate from Oxford University and the author of numerous books and articles on corporate governance and board effectiveness. A former investment banker, Roger spent almost 15 years in a variety of equity research and senior management roles at UBS and Bank Vontobel, both in the UK and Switzerland. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com climate change, corporate governance, institutional investors, sustainability, uk, board of directors, ecoda, disruption, iod, ifa, board education, technology, institute of directors, benefit corporations, wates corporate governance principles, company act 2006, chartered directors, cadbury committee, brexit, cybersecurity, purpose of the corporation, data breaches, esg, innovation false full 17     962e0e9b-9cfe-4647-8a6e-f3795f8e65bd Mark Molumphy: "Boards of Directors Routinely Fail to React Properly in Times of Crisis"
  • Start of interview [1:12]
  • Mark's "origin story" [2:02]
  • How he got started with Cotchett, Mitre & McCarthy (1993) [3:40]
  • His current practice focusing on corporate governance cases [5:03]
  • His opinion on current state of corporate governance in public companies:
    1. Increased focus on diversity on boards [7:27]
    2. Data Breaches, Privacy and Cybersecurity "one of the hottest areas" [10:03]
  • His take on the current TikTok situation (forced sale by US President) [12:08]
  • "The CISO is the most important executive after the CEO [in IT companies]" [13:27]
  • In 20 years of practice, he sees the same familiar patterns: "there seems to be [when things go wrong] an inability to react properly by directors in times of crisis. A failure of the board to have some type of process in place to deal with something that was unforeseen." [15:30]
  • His take on dual-class shares and the WeWork case. How going public puts the company at "a whole other level in terms of scrutiny of governance practices." "The dual-class is a red flag." [17:15]
  • They are looking for "an imbalance in voting power", questionable transactions, inspections demands (books and records), conflicts of interest, self-dealing, insider-trading [21:29]
  • How they investigate their cases: books and records requests, private investigators, disgruntled employees, experts in the field. [24:21]
  • Litigation in private companies, including venture-backed companies: "there has been an uptick in the last year or two" [27:14]
  • "If you think it's difficult to get information [for litigation purposes] from a public company (with shareholder inspection demands), it's 10x worse in the case of private companies." [33:11]
  • His experience deposing directors of private venture-backed companies [36:12]
  • His opinion around the debate of the purpose of the corporation [38:40]
  • How he sees the future of shareholder litigation: more cybersecurity litigation (companies should have specific cybersecurity committees) and board committees litigation. [40:20]
  • His take on exclusive federal forum provisions (bylaw amendments) [42:12]
  • His take on trend of California companies and employees leaving the state [47:40]
  • His favorite books: [48:50]
    1. Team of Rivals (on Abraham Lincoln) (2006) (by Doris Dearns Goodwin)
    2. Dead Wake: The Last Crossing of the Lusitania  (2016) (by Erik Larson)
  • His professional mentors: [51:40]
    1. Susan Illston
    2. Joe Cotchett
  • His favorite quotes: [53:59]
    1. John Madden: "Don't worry about the horse being bling, just load the wagon."
    2. Warren Buffett: "Only when the tide goes out do you discover who's been swimming naked.”
  • His "unusual habit" that he loves: walking with his bulldog every morning to pick up the newspaper. [56:26]
  • The living person he most admires: his parents from "the Greatest Generation" [57:14]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Thu, 3 Sep 2020 15:38:22 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Mark Molumphy) https://boardroom-governance.com/episodes/mark-molumphy-AArJcJ7b
  • Start of interview [1:12]
  • Mark's "origin story" [2:02]
  • How he got started with Cotchett, Mitre & McCarthy (1993) [3:40]
  • His current practice focusing on corporate governance cases [5:03]
  • His opinion on current state of corporate governance in public companies:
    1. Increased focus on diversity on boards [7:27]
    2. Data Breaches, Privacy and Cybersecurity "one of the hottest areas" [10:03]
  • His take on the current TikTok situation (forced sale by US President) [12:08]
  • "The CISO is the most important executive after the CEO [in IT companies]" [13:27]
  • In 20 years of practice, he sees the same familiar patterns: "there seems to be [when things go wrong] an inability to react properly by directors in times of crisis. A failure of the board to have some type of process in place to deal with something that was unforeseen." [15:30]
  • His take on dual-class shares and the WeWork case. How going public puts the company at "a whole other level in terms of scrutiny of governance practices." "The dual-class is a red flag." [17:15]
  • They are looking for "an imbalance in voting power", questionable transactions, inspections demands (books and records), conflicts of interest, self-dealing, insider-trading [21:29]
  • How they investigate their cases: books and records requests, private investigators, disgruntled employees, experts in the field. [24:21]
  • Litigation in private companies, including venture-backed companies: "there has been an uptick in the last year or two" [27:14]
  • "If you think it's difficult to get information [for litigation purposes] from a public company (with shareholder inspection demands), it's 10x worse in the case of private companies." [33:11]
  • His experience deposing directors of private venture-backed companies [36:12]
  • His opinion around the debate of the purpose of the corporation [38:40]
  • How he sees the future of shareholder litigation: more cybersecurity litigation (companies should have specific cybersecurity committees) and board committees litigation. [40:20]
  • His take on exclusive federal forum provisions (bylaw amendments) [42:12]
  • His take on trend of California companies and employees leaving the state [47:40]
  • His favorite books: [48:50]
    1. Team of Rivals (on Abraham Lincoln) (2006) (by Doris Dearns Goodwin)
    2. Dead Wake: The Last Crossing of the Lusitania  (2016) (by Erik Larson)
  • His professional mentors: [51:40]
    1. Susan Illston
    2. Joe Cotchett
  • His favorite quotes: [53:59]
    1. John Madden: "Don't worry about the horse being bling, just load the wagon."
    2. Warren Buffett: "Only when the tide goes out do you discover who's been swimming naked.”
  • His "unusual habit" that he loves: walking with his bulldog every morning to pick up the newspaper. [56:26]
  • The living person he most admires: his parents from "the Greatest Generation" [57:14]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mark Molumphy: "Boards of Directors Routinely Fail to React Properly in Times of Crisis" Evan Epstein, Mark Molumphy 00:59:11 In this episode, I talk with Mark Molumphy, a partner at the law firm Cotchett, Pitre & McCarthy. Mark is an experienced litigator and has served as lead or co-lead counsel in major consumer and investor class and derivative actions, including cases involving prominent companies such as Apple, Facebook, Wells Fargo, BP, Oracle, Lehman Brothers, PG&E, WeWork and HP. Mark leads the Shareholder Rights and Corporate Governance practice at his firm. I think it’s important to discuss corporate governance from the plaintiff side in this podcast, particularly regarding how litigation can impact the role of boards and individual directors in both public and private companies in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Mark Molumphy, a partner at the law firm Cotchett, Pitre & McCarthy. Mark is an experienced litigator and has served as lead or co-lead counsel in major consumer and investor class and derivative actions, including cases involving prominent companies such as Apple, Facebook, Wells Fargo, BP, Oracle, Lehman Brothers, PG&E, WeWork and HP. Mark leads the Shareholder Rights and Corporate Governance practice at his firm. I think it’s important to discuss corporate governance from the plaintiff side in this podcast, particularly regarding how litigation can impact the role of boards and individual directors in both public and private companies in Silicon Valley and beyond. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com plaintiff firms, class actions, derivate litigation, tiktok, privacy, cotchett pitre mccarthy, corporate governance, fiduciary duties, mark molumphy, down-rounds, board of directors, dual fiduciary duties, consumer data, venture capital, breach of fiduciary duties, sciabacucchi, cotchett, delaware, wework, corpgov, plaintiff, vc, exclusive federal forum provisions, cybersecurity, data breaches, litigation, silicon valley false full 16     4be717fc-c38a-4de5-a358-74001d88b32d James McRitchie: The Gadfly Seeking Corporate Change Via Shareholder Proposals
  • Start of interview [1:30]
  • Jim's "origin story" [2:12]
  • How his experience at CalEPA led him to become a shareholder advocate [6:07]
  • His experience with Mark Latham, a former Berkeley Prof and Salomon Brothers banker on developing and promoting a new shareholder proposal method  [8:03]
  • His efforts to get elected to the CalPERS board [11:33]
  • CalPERS and the increasing influence of institutional investors in corporate governance  [12:53]
  • "Thirty years ago no shareholder proposal had ever passed." Last year [McRitchie] filed 50 proposals and in 26 of them he got majority vote or else he worked an agreement with the company. [14:21]
  • His Proxy Access petition to the SEC in 2002 [15:28]
  • Why his friends from social responsible investment (SRI) funds started filing shareholder proposals [16:57]
  • Pax World Funds was the first socially responsible investment fund. "Later on, SRI funds started engagement campaigns." [18:55]
  • "ISS and Glass Lewis don't set the agenda, it's the public opinion that sets the agenda." "ISS is not driving the vote, they simply hold up a mirror to its customers" [20:28]
  • Jim's take on "stakeholder capitalism" and BRT's restatement of the purpose of the corporation. [21:56]
  • Jim's shareholder proposals at BlackRock: His "hypocrisy proposal." [23:46]
  • Jim's approach for his shareholder proposals, and why he's getting majority support. How he compares with John Chevedden and the Steiners. He keeps a spreadsheet with 150 target companies. [25:27]
  • Why he does what he does: "I am really pissed off with all these injustices" [27:20]
  • The influence of the book "A Nation of Small Shareholders" by Janice Traflet (2013) [28:47]
  • The problem of dual class shares [31:15]
  • Jim is taking a page from Elizabeth Warren. He'd like companies to elect a director who can serve  as a liaison to employees ("Rooney rule but including employees"). [32:33]
  • Jim's Rulemaking Petition to the SEC for Real-Time Disclosure of Proxy Votes [34:19]
  • Why he files around 50 shareholder proposals per year [36:14]
  • The impact of COVID-19 on his work, and the advent of virtual shareholder meetings [37:14]
  • "There has been tremendous corporate governance progress on paper (not so much in reality)" [38:22]
  • How his work has enabled hedge funds to go after companies [39:18]
  • His favorite books: [44:42]
    1. The Social Construction of Reality (1966) (Peter Berger & Thomas Luckmann)
    2. Participation and Democratic Theory (1970) (Carole Pateman)
    3. Power and Accountability (1992) (Bob Monks and Nell Minow)
  • His favorite study: NSF meta-study from 45 years ago: workplace should be more democratic, employees should have more say. [44:42]
  • The living person he most admires: [48:05] Nell Minow.
  • The people that have most influenced his work: [49:06]
    1. Bob Monks
    2. Nell Minow
    3. Rich Koppes
    4. The Gilbert brothers.

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Wed, 19 Aug 2020 14:23:58 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, James McRitchie) https://boardroom-governance.com/episodes/james-mcritchie-qgXTI_8Q
  • Start of interview [1:30]
  • Jim's "origin story" [2:12]
  • How his experience at CalEPA led him to become a shareholder advocate [6:07]
  • His experience with Mark Latham, a former Berkeley Prof and Salomon Brothers banker on developing and promoting a new shareholder proposal method  [8:03]
  • His efforts to get elected to the CalPERS board [11:33]
  • CalPERS and the increasing influence of institutional investors in corporate governance  [12:53]
  • "Thirty years ago no shareholder proposal had ever passed." Last year [McRitchie] filed 50 proposals and in 26 of them he got majority vote or else he worked an agreement with the company. [14:21]
  • His Proxy Access petition to the SEC in 2002 [15:28]
  • Why his friends from social responsible investment (SRI) funds started filing shareholder proposals [16:57]
  • Pax World Funds was the first socially responsible investment fund. "Later on, SRI funds started engagement campaigns." [18:55]
  • "ISS and Glass Lewis don't set the agenda, it's the public opinion that sets the agenda." "ISS is not driving the vote, they simply hold up a mirror to its customers" [20:28]
  • Jim's take on "stakeholder capitalism" and BRT's restatement of the purpose of the corporation. [21:56]
  • Jim's shareholder proposals at BlackRock: His "hypocrisy proposal." [23:46]
  • Jim's approach for his shareholder proposals, and why he's getting majority support. How he compares with John Chevedden and the Steiners. He keeps a spreadsheet with 150 target companies. [25:27]
  • Why he does what he does: "I am really pissed off with all these injustices" [27:20]
  • The influence of the book "A Nation of Small Shareholders" by Janice Traflet (2013) [28:47]
  • The problem of dual class shares [31:15]
  • Jim is taking a page from Elizabeth Warren. He'd like companies to elect a director who can serve  as a liaison to employees ("Rooney rule but including employees"). [32:33]
  • Jim's Rulemaking Petition to the SEC for Real-Time Disclosure of Proxy Votes [34:19]
  • Why he files around 50 shareholder proposals per year [36:14]
  • The impact of COVID-19 on his work, and the advent of virtual shareholder meetings [37:14]
  • "There has been tremendous corporate governance progress on paper (not so much in reality)" [38:22]
  • How his work has enabled hedge funds to go after companies [39:18]
  • His favorite books: [44:42]
    1. The Social Construction of Reality (1966) (Peter Berger & Thomas Luckmann)
    2. Participation and Democratic Theory (1970) (Carole Pateman)
    3. Power and Accountability (1992) (Bob Monks and Nell Minow)
  • His favorite study: NSF meta-study from 45 years ago: workplace should be more democratic, employees should have more say. [44:42]
  • The living person he most admires: [48:05] Nell Minow.
  • The people that have most influenced his work: [49:06]
    1. Bob Monks
    2. Nell Minow
    3. Rich Koppes
    4. The Gilbert brothers.

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     James McRitchie: The Gadfly Seeking Corporate Change Via Shareholder Proposals Evan Epstein, James McRitchie 00:51:29 In this episode, I talk with James McRitchie, a shareholder advocate and one of the three most active individuals filing shareholder proposals at U.S. public companies. He follows a long tradition of gadflies such as the Gilbert brothers, Wilma Soss, Evelyn Davis, John Chevedden, the Steiners and a few others. Last year Jim and his wife filed 50 shareholder proposals, averaging more than 50% support. In his words, his proposals seek to make corporations more democratic and accountable. Jim is the publisher of CorpGov.net since 1995, the first corporate governance blog on the internet. We talk about his motivations and thoughts around boardroom governance and the future of the public corporation. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with James McRitchie, a shareholder advocate and one of the three most active individuals filing shareholder proposals at U.S. public companies. He follows a long tradition of gadflies such as the Gilbert brothers, Wilma Soss, Evelyn Davis, John Chevedden, the Steiners and a few others. Last year Jim and his wife filed 50 shareholder proposals, averaging more than 50% support. In his words, his proposals seek to make corporations more democratic and accountable. Jim is the publisher of CorpGov.net since 1995, the first corporate governance blog on the internet. We talk about his motivations and thoughts around boardroom governance and the future of the public corporation. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com nell minow, proxy voting, valueact capital, gilbert brothers, co-determination, elizabeth warren, calpers, corporate governance, workers councils, institutional investors, cii, shareholders, exxon, sacramento, board of directors, sri, pax world funds, bob monks, jim mcritchie, gates foundation, morningstar, business roundtable, john chevedden, shareholder democracy, bp, calepa, jeffrey ubben, gadflies, glass lewis, proxy access, blackrock, sec, iss, purpose of the corporation, jackie cook, shareholder proposals, esg false full 15     97ef9de9-90d0-45e0-96d4-c648e703f57d Frederick Alexander: Benefit Corporations, B-Corps and the Shareholder Commons.
  • Start of interview [1:38]
  • Rick's "origin story" [1:55]
  • His "traditional" corporate law practice for 25 years with Morris Nichols in Delaware ("the core of our advice followed two simple rules: shareholders get to elect the directors, and directors run the company for the benefit of those shareholders... all the rest is commentary") [3:45]
  • How his focus changed in 2010 with B Lab's effort to push legislation in DE on benefit corporations [5:45]
  • How B Lab's benefit corporations proposal differed from "constituency statutes" [07:50]
  • Three sets of cases worth thinking about: 1) Pre-constituency statutes (shareholder primacy); 2) Constituency statutes ("it's a may, not a shall"); 3) Benefit corporations (only one case has been filed, in Virginia, and it quickly settled)  [10:41]
  • The first benefit corporation statute was enacted in Maryland in 2010 [12:59]
  • B Lab's push in Delaware, and how Rick joined B Lab. Some influence from Lynn Stout's "The Shareholder Value Myth."  [13:50]
  • Although originally shunned by VCs, public benefit corporations incorporated in Delaware have raised ~$2.5bn between 2013 and 2019 per a recent study (based on 275 early-stage financings). Per Rick, total US fundraising by benefit corporations is in the order of $4 billion. [15:54]
  • Evolution of legal structures for benefit corporations, expanding the BJR: B Lab's proposed MBCL, PBCs in Delaware, ABA version, British Columbia, etc.) [17:55]
  • Accounting for social value "what gets measured, gets managed": SASB (sustainability metrics), GRI Standards, B Impact Assessment (score and certification). Pressure on the SEC and EU's metrics [26:16]
  • Distinguishing benefit corporations (generic term, ~10,000 companies around the world), public benefit corporations (Delaware form, ~2,000 companies) and B-corps (certification by B Lab, ~3,500 internationally, of which only ~300 are benefit corporations). Danone's conversion to "Entreprise à Mission." [29:57]
  • Traditional VC investors are investing in benefit corporations (not only impact investors) [34:20]
  • Benefit corporations in public markets (3 IPOs, 3 conversions): Laureate Education (2017), Lemonade (2020), Vital Farms (2020). Brazil's Natura (certified B Corp) acquisition of Avon (2019), Danone and Amalgamated Bank  [36:22]
  • How does Rick respond to criticism of the benefit corporation model and the need to get support from institutional investors to succeed [40:43]
  • How to reconcile the current debate of the purpose of the corporation, plus ESG trends, with the benefit corporation movement [45:51]
  • The focus of Rick's new project The Shareholder Commons (2019), with initial funding from the Ford Foundation. "We want to change the paradigm for institutional investors (through advocacy, guardrails, policy and litigation)" [50:03]
  • His book "Benefit Corporation Law & Governance: Pursuing Profit with Purpose." (2017) [56:41]
  • His favorite books: [58:36]
    1. The Mind's I (Douglas Hofstadter and Daniel C. Dennett)
    2. Wherever You Go, There You Are (Jon Kabat-Zinn)
    3. Morality, Competition and the Firm (Joseph Heath)
  • His mentors: [01:01:07]
    1. John Johnston (Former partner at Morris Nichols)
    2. Lewis Black (Former partner at Morris Nichols)
  • His favorite quote: [1:02:54]
    1. "No effort is wasted"
    2. "Strategy is what you don't do"

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 10 Aug 2020 13:37:41 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Rick Alexander) https://boardroom-governance.com/episodes/frederick-alexander-hDwG7IKS
  • Start of interview [1:38]
  • Rick's "origin story" [1:55]
  • His "traditional" corporate law practice for 25 years with Morris Nichols in Delaware ("the core of our advice followed two simple rules: shareholders get to elect the directors, and directors run the company for the benefit of those shareholders... all the rest is commentary") [3:45]
  • How his focus changed in 2010 with B Lab's effort to push legislation in DE on benefit corporations [5:45]
  • How B Lab's benefit corporations proposal differed from "constituency statutes" [07:50]
  • Three sets of cases worth thinking about: 1) Pre-constituency statutes (shareholder primacy); 2) Constituency statutes ("it's a may, not a shall"); 3) Benefit corporations (only one case has been filed, in Virginia, and it quickly settled)  [10:41]
  • The first benefit corporation statute was enacted in Maryland in 2010 [12:59]
  • B Lab's push in Delaware, and how Rick joined B Lab. Some influence from Lynn Stout's "The Shareholder Value Myth."  [13:50]
  • Although originally shunned by VCs, public benefit corporations incorporated in Delaware have raised ~$2.5bn between 2013 and 2019 per a recent study (based on 275 early-stage financings). Per Rick, total US fundraising by benefit corporations is in the order of $4 billion. [15:54]
  • Evolution of legal structures for benefit corporations, expanding the BJR: B Lab's proposed MBCL, PBCs in Delaware, ABA version, British Columbia, etc.) [17:55]
  • Accounting for social value "what gets measured, gets managed": SASB (sustainability metrics), GRI Standards, B Impact Assessment (score and certification). Pressure on the SEC and EU's metrics [26:16]
  • Distinguishing benefit corporations (generic term, ~10,000 companies around the world), public benefit corporations (Delaware form, ~2,000 companies) and B-corps (certification by B Lab, ~3,500 internationally, of which only ~300 are benefit corporations). Danone's conversion to "Entreprise à Mission." [29:57]
  • Traditional VC investors are investing in benefit corporations (not only impact investors) [34:20]
  • Benefit corporations in public markets (3 IPOs, 3 conversions): Laureate Education (2017), Lemonade (2020), Vital Farms (2020). Brazil's Natura (certified B Corp) acquisition of Avon (2019), Danone and Amalgamated Bank  [36:22]
  • How does Rick respond to criticism of the benefit corporation model and the need to get support from institutional investors to succeed [40:43]
  • How to reconcile the current debate of the purpose of the corporation, plus ESG trends, with the benefit corporation movement [45:51]
  • The focus of Rick's new project The Shareholder Commons (2019), with initial funding from the Ford Foundation. "We want to change the paradigm for institutional investors (through advocacy, guardrails, policy and litigation)" [50:03]
  • His book "Benefit Corporation Law & Governance: Pursuing Profit with Purpose." (2017) [56:41]
  • His favorite books: [58:36]
    1. The Mind's I (Douglas Hofstadter and Daniel C. Dennett)
    2. Wherever You Go, There You Are (Jon Kabat-Zinn)
    3. Morality, Competition and the Firm (Joseph Heath)
  • His mentors: [01:01:07]
    1. John Johnston (Former partner at Morris Nichols)
    2. Lewis Black (Former partner at Morris Nichols)
  • His favorite quote: [1:02:54]
    1. "No effort is wasted"
    2. "Strategy is what you don't do"

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Frederick Alexander: Benefit Corporations, B-Corps and the Shareholder Commons. Evan Epstein, Rick Alexander 01:05:43 In this episode, I talk with Rick Alexander, the founding partner and CEO of the Shareholder Commons, an independent nonprofit founded in 2019 that addresses systemic issues and structures that hinder a just and sustainable economy. Rick practiced corporate law for 26 years with Morris Nichols, a leading Delaware corporate law firm, including four years as managing partner. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left that position in 2019 to develop the concepts behind the Shareholder Commons as a B Lab Fellow. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Rick Alexander, the founding partner and CEO of the Shareholder Commons, an independent nonprofit founded in 2019 that addresses systemic issues and structures that hinder a just and sustainable economy. Rick practiced corporate law for 26 years with Morris Nichols, a leading Delaware corporate law firm, including four years as managing partner. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left that position in 2019 to develop the concepts behind the Shareholder Commons as a B Lab Fellow. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com guardrails, natura, corporate governance, b lab, universal owners, lemonade, sustainability, board of directors, danone, gri, b corps, sasb, vital farms, laureate education, maryland, delaware, b impact assessment, benefit corporations, entreprise a mission, the shareholder commons, delaware public benefit corporations, morris nichols, esg false full 14     418f9b71-76d3-4abb-a1e9-445637d90cf6 Marta Viegas: Focusing on Corporate Governance in Latin America and the Caribbean with IDB Invest.
  • Start of interview. [1:40]
  • Marta's "origin story" from Brazil to Washington DC [2:21]
  • Her involvement with corporate governance education in Brazil with IBGC [6:31]
  • The impact of Lava Jato (operation car wash) in Brazilian corporate governance (2014) [8:33]
  • Her role coordinating the "comply or explain" Brazilian Corporate Governance Code [11:07]
  • What made her transition from Tozzini Freire to IDB Invest in 2017? [16:31]
  • What is IDB Invest? [19:13]
  • Description of the Corporate Governance Development Framework adopted by 34 development finance institutions (DFIs) that manage ~$850B [23:13]
  • IDB Invest's corporate governance framework: "The art is always trying to separate the essential from the desirable, the must-have from the nice-to-have." [25:45]
  • How to coordinate the investment focus from the governance focus (time-management) [28:47]
  • The state of corporate governance and some common issues in Latin America: lack of diversity, smaller capital markets, predominance of controlling shareholders, SOEs, and reliance on bank financing [33:24]
  • The challenges for foreign investors in Latin American listed companies: protection of minority shareholder rights, transparency and related-party transactions [39:41]
  • Controlling shareholders in Latin America have an incentive to improve corporate governance to attract investment in order to compete in a globalized market: "those are the winners in the market." [44:24]
  • IDB Invest has a special focus on small countries and islands ("S&I countries") [47:12]
  • The impact of Covid-19 in Latin America and IDB Invest's role in helping the region [49:39]
  • IDB Invest article and guidance for the role of the Board during Covid-19 [51:43]
  • Her favorite books: [55:54]
    1. The Trusted Advisor (Meister, Green & Galford)
    2. Crime and Punishment (Dostoyevsky)
  • Her mentors: [58:01]
    1. Marcio Mello Silva Baptista (TozziniFreire)
    2. Maria Elisa Gualandi Verri (TozziniFreire)
    3. Luis Valdes (Principal - Brasilprev)
    4. Sandra Guerra (Better Governance)
    5. Rachel Robboy (IDB Invest)
  • Her favorite quotes: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." Martin Luther King Jr. [1:00:01]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 3 Aug 2020 13:31:10 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Marta Viegas) https://boardroom-governance.com/episodes/marta-viegas-YKPy3wR8
  • Start of interview. [1:40]
  • Marta's "origin story" from Brazil to Washington DC [2:21]
  • Her involvement with corporate governance education in Brazil with IBGC [6:31]
  • The impact of Lava Jato (operation car wash) in Brazilian corporate governance (2014) [8:33]
  • Her role coordinating the "comply or explain" Brazilian Corporate Governance Code [11:07]
  • What made her transition from Tozzini Freire to IDB Invest in 2017? [16:31]
  • What is IDB Invest? [19:13]
  • Description of the Corporate Governance Development Framework adopted by 34 development finance institutions (DFIs) that manage ~$850B [23:13]
  • IDB Invest's corporate governance framework: "The art is always trying to separate the essential from the desirable, the must-have from the nice-to-have." [25:45]
  • How to coordinate the investment focus from the governance focus (time-management) [28:47]
  • The state of corporate governance and some common issues in Latin America: lack of diversity, smaller capital markets, predominance of controlling shareholders, SOEs, and reliance on bank financing [33:24]
  • The challenges for foreign investors in Latin American listed companies: protection of minority shareholder rights, transparency and related-party transactions [39:41]
  • Controlling shareholders in Latin America have an incentive to improve corporate governance to attract investment in order to compete in a globalized market: "those are the winners in the market." [44:24]
  • IDB Invest has a special focus on small countries and islands ("S&I countries") [47:12]
  • The impact of Covid-19 in Latin America and IDB Invest's role in helping the region [49:39]
  • IDB Invest article and guidance for the role of the Board during Covid-19 [51:43]
  • Her favorite books: [55:54]
    1. The Trusted Advisor (Meister, Green & Galford)
    2. Crime and Punishment (Dostoyevsky)
  • Her mentors: [58:01]
    1. Marcio Mello Silva Baptista (TozziniFreire)
    2. Maria Elisa Gualandi Verri (TozziniFreire)
    3. Luis Valdes (Principal - Brasilprev)
    4. Sandra Guerra (Better Governance)
    5. Rachel Robboy (IDB Invest)
  • Her favorite quotes: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." Martin Luther King Jr. [1:00:01]

    • Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    __

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    ]]>     Marta Viegas: Focusing on Corporate Governance in Latin America and the Caribbean with IDB Invest. Evan Epstein, Marta Viegas 01:01:51 In this episode, I talk with Marta Viegas, the head of the corporate governance practice at IDB Invest, the Inter-American Development Bank’s private sector arm. IDB Invest has around $14 billion under management and over 350 clients across 26 countries of the Latin American and Caribbean Region. Marta is responsible for the oversight of corporate governance risk in relation to IDB Invest operations, working closely with companies, financial institutions, institutional investors, governments and other key governance stakeholders. Prior to joining IDB Invest, Marta was a partner at the Brazilian firm TozziniFreire and also worked as an associate at New York firm Weil Gotshal & Manges. Marta served in the board of the IBGC - Brazilian Institute of Corporate Governance, a think tank, and was a leading voice in the creation of the Brazilian Corporate Governance Code, adopted as regulation under the “comply or explain” methodology by the Brazilian Securities and Exchange Commission. Marta also served in the audit committee and in the fiscal council of Brasilprev, one of the largest Brazilian private pension companies with US$ 60 billion of assets under management. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com In this episode, I talk with Marta Viegas, the head of the corporate governance practice at IDB Invest, the Inter-American Development Bank’s private sector arm. IDB Invest has around $14 billion under management and over 350 clients across 26 countries of the Latin American and Caribbean Region. Marta is responsible for the oversight of corporate governance risk in relation to IDB Invest operations, working closely with companies, financial institutions, institutional investors, governments and other key governance stakeholders. Prior to joining IDB Invest, Marta was a partner at the Brazilian firm TozziniFreire and also worked as an associate at New York firm Weil Gotshal & Manges. Marta served in the board of the IBGC - Brazilian Institute of Corporate Governance, a think tank, and was a leading voice in the creation of the Brazilian Corporate Governance Code, adopted as regulation under the “comply or explain” methodology by the Brazilian Securities and Exchange Commission. Marta also served in the audit committee and in the fiscal council of Brasilprev, one of the largest Brazilian private pension companies with US$ 60 billion of assets under management. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com caribbean, oversight, corporate governance, #corpgov, latin america, brasilprev, brazil, board of directors, role of the board of directors, covid-19, tozzinifreire, comply or explain, related party transactions, ibgc, minority shareholder rights, inter-american development bank, idb invest, compliance false full 13     903928e3-feef-40f3-82ce-a55907863853 Dr. Linda Maxwell: "The Lack of Inclusion in Healthcare is Present at All Levels, including on Boards of Directors"
  • Start of interview. [1:40]
  • Linda's "origin story" from Beresford, New Brunswick, Canada. [2:15]
  • The record of five Maxwell sisters at Harvard. [3:56]
  • Her start as a head and neck surgeon. [6:28]
  • Why an MBA at Oxford? [07:20]
  • Her work on life sciences tech transfer at Oxford University Innovation and NHS. [08:25]
  • Her time with the London (UK) Harvard Business School Angels. [11:24]
  • Working with Medtronic in Sao Paulo, Brazil. [12:07]
  • Her work founding the Biomedical Zone in 2015 (Ryerson University & St. Michael's Hospital) [14:30]
  • Her take and experience with non-profit boards (Medic Alert Canada, CEE Centre for Young Black Professionals, Gardiner Museum): "one of my important philosophies to be on a board is that I want to be able to contribute, but I also want to learn." "Non-profit board service is very diverse, it is driven by passion and it requires a lot of work, if you do it right." [22:21]
  • Her take on startup boards. [27:05]
  • Her take on med tech / biotech public company boards. [28:21]
  • Her take on the Canadian  ICD.D certification  "it was transformational." [29:45]
  • Her experience getting into her first public board: Profound Medical (TSX: PRN) [33:01]
  • The cross-listing process (TSX-NASDAQ) [35:46]
  • Her take on social unrest and lack of diversity in boards (her experience in healthcare) [38:39]
  • "When I'm involved in a board recruiting process, I always ask why do you want me in this Board" [42:13]
  • The lack of inclusion for the Black community in tech (opportunity in biotech) [45:08]
  • "The role of the board is critical to support underrepresented minority CEOs" [46:13]
  • Her take on mentors: "I am not a huge believer or fan of  mentorship, I am a fan of mentorship plus sponsorship, ie. champions that open doors." "It's the saying of your name, when you are not in the room, to people who matter and that make the decisions."  [48:13]
  • Her favorite quotes: "You will face many defeats in life, but never let yourself be defeated" by Maya Angelou [53:24]
  • Her unusual habit: "I eat the same thing for breakfast everyday, the same thing for lunch everyday, and the same thing for dinner everyday." [55:33]
  • The living person she most admires: Barack Obama. [01:00:00]

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

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    ]]>     Mon, 27 Jul 2020 15:47:43 +0000 evan.epstein@pacificaglobal.com (Linda Maxwell, Evan Epstein) https://boardroom-governance.com/episodes/dr-linda-maxwell-ioJw0bhU
  • Start of interview. [1:40]
  • Linda's "origin story" from Beresford, New Brunswick, Canada. [2:15]
  • The record of five Maxwell sisters at Harvard. [3:56]
  • Her start as a head and neck surgeon. [6:28]
  • Why an MBA at Oxford? [07:20]
  • Her work on life sciences tech transfer at Oxford University Innovation and NHS. [08:25]
  • Her time with the London (UK) Harvard Business School Angels. [11:24]
  • Working with Medtronic in Sao Paulo, Brazil. [12:07]
  • Her work founding the Biomedical Zone in 2015 (Ryerson University & St. Michael's Hospital) [14:30]
  • Her take and experience with non-profit boards (Medic Alert Canada, CEE Centre for Young Black Professionals, Gardiner Museum): "one of my important philosophies to be on a board is that I want to be able to contribute, but I also want to learn." "Non-profit board service is very diverse, it is driven by passion and it requires a lot of work, if you do it right." [22:21]
  • Her take on startup boards. [27:05]
  • Her take on med tech / biotech public company boards. [28:21]
  • Her take on the Canadian  ICD.D certification  "it was transformational." [29:45]
  • Her experience getting into her first public board: Profound Medical (TSX: PRN) [33:01]
  • The cross-listing process (TSX-NASDAQ) [35:46]
  • Her take on social unrest and lack of diversity in boards (her experience in healthcare) [38:39]
  • "When I'm involved in a board recruiting process, I always ask why do you want me in this Board" [42:13]
  • The lack of inclusion for the Black community in tech (opportunity in biotech) [45:08]
  • "The role of the board is critical to support underrepresented minority CEOs" [46:13]
  • Her take on mentors: "I am not a huge believer or fan of  mentorship, I am a fan of mentorship plus sponsorship, ie. champions that open doors." "It's the saying of your name, when you are not in the room, to people who matter and that make the decisions."  [48:13]
  • Her favorite quotes: "You will face many defeats in life, but never let yourself be defeated" by Maya Angelou [53:24]
  • Her unusual habit: "I eat the same thing for breakfast everyday, the same thing for lunch everyday, and the same thing for dinner everyday." [55:33]
  • The living person she most admires: Barack Obama. [01:00:00]

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Dr. Linda Maxwell: "The Lack of Inclusion in Healthcare is Present at All Levels, including on Boards of Directors" Linda Maxwell, Evan Epstein 01:02:40 In this episode, I talk with Dr. Linda Maxwell, a seasoned and practicing head and neck surgeon, and the Founder and Executive Director of the Biomedical Zone, Canada’s first and only hospital-embedded, physician-led med tech incubator. Dr. Maxwell is a published scientific author, medical educator, and frequent public speaker. She is a noted healthcare innovation expert and has served the City of Toronto, the Province of Ontario, the Canadian Space Agency, and the Canadian federal government. She has been named one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network, recognized as one of the Top 30 Women Making a Difference in Tech, and distinguished as one of the Top 100 Accomplished Black Women in Canada. She is the recipient of the Kris Conrad Award of Excellence in Facial Plastic Surgery and the Hayes Prize in Operations Management. Dr. Maxwell is a certified Independent Corporate Director and serves on several public, private, and nonprofit Boards, including Profound Medical (NASDAQ: PROF), Gardiner Museum, and the Public Health Agency of Canada. In this episode, I talk with Dr. Linda Maxwell, a seasoned and practicing head and neck surgeon, and the Founder and Executive Director of the Biomedical Zone, Canada’s first and only hospital-embedded, physician-led med tech incubator. Dr. Maxwell is a published scientific author, medical educator, and frequent public speaker. She is a noted healthcare innovation expert and has served the City of Toronto, the Province of Ontario, the Canadian Space Agency, and the Canadian federal government. She has been named one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network, recognized as one of the Top 30 Women Making a Difference in Tech, and distinguished as one of the Top 100 Accomplished Black Women in Canada. She is the recipient of the Kris Conrad Award of Excellence in Facial Plastic Surgery and the Hayes Prize in Operations Management. Dr. Maxwell is a certified Independent Corporate Director and serves on several public, private, and nonprofit Boards, including Profound Medical (NASDAQ: PROF), Gardiner Museum, and the Public Health Agency of Canada. healthcare, biotech, diversity, toronto, oxford university innovation, institute of corporate directors, gardiner museum, tech transfer, rotman school of management, cee centre for young black professionals, st michael's hospital, biomedical zone, vc, profound medical, life sciences, ryerson university, university of toronto, canada, icd.d, oxford, harvard, medic alert, inclusion, ryerson false full 12     21bef8e4-bc4c-4607-86ae-536fa5df38f3 Nicholas Benes: "We Need to Redesign the Corporation to Provide Better Incentives"
  • Start of interview [1:40]
  • Nick's "origin story", from New Jersey to California to Japan [3:33]
  • His first board experience with Alps Mapping ('00-'06) [7:34]
  • Why he founded the Board Director Training Institute of Japan in 2009 [12:40]
  • His WSJ article on "Japan's Coming Shareholder Revolution" (2001)  [19:42]
  • Japan's keiretsu system ("a defensive cross-shareholding wall") [21:04]
  • The historical resistance against having independent directors in Japan companies [23:25]
  • The effect of the ACCJ's white paper that led to Japan's Stewardship Code (2014) and Corporate Governance Code (2015) [24:40]
  • Why Japan needed a corporate governance code (to enhance corporate disclosure) [32:20]
  • Japan's change in board composition (now one third are independent directors) [34:52]
  • His take on executive pay, particularly around the approval of "Say-on-Pay" in the US and distinctions with exec comp in Japan [36:51]
  •  His take on ESG and "stakeholder capitalism" [39:50]
  • Nick's opinion of dual class share structures: "I dislike them vehemently, I think they make a mockery of the concept of shareholder democracy" [45:34]
  • Nick's recent proposal: "Redesigning corporations: Incentives Matter" (published in Harvard Law School Forum on Corporate Governance) [47:50]
  • The use of blockchain technology to track beneficial share ownership [57:17]
  • How to find Nicholas Benes online:
    1. Website: https://bdti.or.jp/en/
    2. Email: info@bdti.or.jp 
    3. Twitter: @benesjp 

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 21 Jul 2020 00:03:03 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Nicholas Benes) https://boardroom-governance.com/episodes/nicholas-benes-R3qxVIzk
  • Start of interview [1:40]
  • Nick's "origin story", from New Jersey to California to Japan [3:33]
  • His first board experience with Alps Mapping ('00-'06) [7:34]
  • Why he founded the Board Director Training Institute of Japan in 2009 [12:40]
  • His WSJ article on "Japan's Coming Shareholder Revolution" (2001)  [19:42]
  • Japan's keiretsu system ("a defensive cross-shareholding wall") [21:04]
  • The historical resistance against having independent directors in Japan companies [23:25]
  • The effect of the ACCJ's white paper that led to Japan's Stewardship Code (2014) and Corporate Governance Code (2015) [24:40]
  • Why Japan needed a corporate governance code (to enhance corporate disclosure) [32:20]
  • Japan's change in board composition (now one third are independent directors) [34:52]
  • His take on executive pay, particularly around the approval of "Say-on-Pay" in the US and distinctions with exec comp in Japan [36:51]
  •  His take on ESG and "stakeholder capitalism" [39:50]
  • Nick's opinion of dual class share structures: "I dislike them vehemently, I think they make a mockery of the concept of shareholder democracy" [45:34]
  • Nick's recent proposal: "Redesigning corporations: Incentives Matter" (published in Harvard Law School Forum on Corporate Governance) [47:50]
  • The use of blockchain technology to track beneficial share ownership [57:17]
  • How to find Nicholas Benes online:
    1. Website: https://bdti.or.jp/en/
    2. Email: info@bdti.or.jp 
    3. Twitter: @benesjp 

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Nicholas Benes: "We Need to Redesign the Corporation to Provide Better Incentives" Evan Epstein, Nicholas Benes 01:01:59 In this episode, I talk with Nicholas Benes, the Founder of the Board Director Training Institute of Japan. Nick has a background in both law and business (he has a JD/MBA from UCLA, and a BA from Stanford), he is bilingual in Japanese and English, and has served on a number of boards in Japan since the year 2000. He gained broad experience in investment banking during 11 years at JP Morgan, in New York, London and Tokyo, after which he founded his boutique M&A advisory firm in Tokyo. Nick is one of the leading corporate governance experts in Japan and has been active in policy advocacy in the region. We focus this discussion on the evolution of corporate governance in Japan, including his role in promoting the new corporate governance code, and other general topics such as executive compensation, ESG, dual class share structures and his recent proposal to redesign incentives in corporations by creating an “externalization/bankruptcy trust fund” or “ESG dividend fund.” This proposal has been published and is available at the Harvard Law School Forum on Corporate Governance Blog. In this episode, I talk with Nicholas Benes, the Founder of the Board Director Training Institute of Japan. Nick has a background in both law and business (he has a JD/MBA from UCLA, and a BA from Stanford), he is bilingual in Japanese and English, and has served on a number of boards in Japan since the year 2000. He gained broad experience in investment banking during 11 years at JP Morgan, in New York, London and Tokyo, after which he founded his boutique M&A advisory firm in Tokyo. Nick is one of the leading corporate governance experts in Japan and has been active in policy advocacy in the region. We focus this discussion on the evolution of corporate governance in Japan, including his role in promoting the new corporate governance code, and other general topics such as executive compensation, ESG, dual class share structures and his recent proposal to redesign incentives in corporations by creating an “externalization/bankruptcy trust fund” or “ESG dividend fund.” This proposal has been published and is available at the Harvard Law School Forum on Corporate Governance Blog. japan, stakeholder capitalism, executive compensation, corporate governance, bdti, nicholas benes, keiretsu, board director trainining institute, limited liability, blockchain, redesigning corporations: incentives matter, stewardship code, esg, dual class shares false full 11     831f6afe-2e46-4518-a705-6fe968b0c082 Miriam Rivera: "If You Invest In Diverse Teams, It Will Lead to Financial Outperformance"
  • Start of interview [1:44]
  • Miriam's "origin story" from Puerto Rico to the U.S. mainland [2:17]
  • Her pick for a dual JD/MBA degree [3:16]
  • Her experience as a startup founder in the late 1990s [5:17]
  • Her early experience at Google starting 2001 [07:08]
  • Her focus on angel investing and entry into the VC industry [08:09]
  • Her experience with the Kauffman Fellows Program "they were at the forefront of diversifying VC" [10:18]
  • How to think about corporate boards from the seed stage onward [12:37]
  • The problem with lack of diversity of skill sets and backgrounds in startup boards [14:27]
  • The approach of Ulu Ventures with board seats [15:22]
  • "In the last 10 years, seed stage capital has become a real part of the VC ecosystem." [16:00]
  • "There are ~900 Micro VC firms that have been established in the U.S. in the last 10 years" [18:44]
  • Her reaction to Fred Wison's (Union Square Ventures) proposal to diversify startup boards [20:15]
  • "When we join a board, we generally will cede that board seat at the Series A investment" [23:30]
  • Miriam's take on dual class shares "You are no Jack Kennedy" [25:53]
  • "We've passed on companies that [at the seed stage] are commanding dual class shares." [27:43]
  • "At Google, Larry Page brought on E. Schmidt even though he knew he wanted to be CEO ultimately" [30:13]
  • Her response to concerns by founders/entrepreneurs of potential bad behavior by VCs. Mention of Prof Ilya Strebulaev article "Squaring VC Valuations with Reality" [31:52]
  • Miriam's take on diversity in Silicon Valley. "In the early days, Google was a relatively diverse team and I think it was under-reported how Google's diversity (at the top) lead to the success of the company." "Almost every leader at the company had a right hand woman" [38:31]
  • "If you invest in diverse teams, it will lead to financial outperformance" Kauffman Fellows Analysis: "Deconstructing the Pipeline Myth and the Case for More Diverse Fund Managers" [41:13]
  • The change in attitudes and expectations from Limited Partners in terms of diversity standards [43:06]
  • "Public pensions are among the most diverse pool of capital out there" (ie. police, teachers, etc) [44:20]
  • Books that have greatly influenced her life [46:00]:
    1. "Seven Habits of Highly Effective People" by Stephen Covey.
    2. "Biased: Uncovering the Hidden Prejudice that Shapes What We See, Think and Do" by Jennifer Eberhardt.
    3. "Illusions" by Richard Bach.
  • Miriam's mentors [49:34]
  • Her favorite quotes: "Your children are not your children" by Khalil Gibran [51:09]
  • Goat yoga! [53:40]
  • The living person she most admires: Brian Stevenson, founder of the Equal Justice Initiative, a human rights organization in Montgomery, Alabama. [54:55]
  • How to find Miriam online:
    1. Website: www.uluventures.com
    2. Twitter: https://twitter.com/miriamulu1

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 6 Jul 2020 16:03:05 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Miriam Rivera) https://boardroom-governance.com/episodes/miriam-rivera-61vCmASW
  • Start of interview [1:44]
  • Miriam's "origin story" from Puerto Rico to the U.S. mainland [2:17]
  • Her pick for a dual JD/MBA degree [3:16]
  • Her experience as a startup founder in the late 1990s [5:17]
  • Her early experience at Google starting 2001 [07:08]
  • Her focus on angel investing and entry into the VC industry [08:09]
  • Her experience with the Kauffman Fellows Program "they were at the forefront of diversifying VC" [10:18]
  • How to think about corporate boards from the seed stage onward [12:37]
  • The problem with lack of diversity of skill sets and backgrounds in startup boards [14:27]
  • The approach of Ulu Ventures with board seats [15:22]
  • "In the last 10 years, seed stage capital has become a real part of the VC ecosystem." [16:00]
  • "There are ~900 Micro VC firms that have been established in the U.S. in the last 10 years" [18:44]
  • Her reaction to Fred Wison's (Union Square Ventures) proposal to diversify startup boards [20:15]
  • "When we join a board, we generally will cede that board seat at the Series A investment" [23:30]
  • Miriam's take on dual class shares "You are no Jack Kennedy" [25:53]
  • "We've passed on companies that [at the seed stage] are commanding dual class shares." [27:43]
  • "At Google, Larry Page brought on E. Schmidt even though he knew he wanted to be CEO ultimately" [30:13]
  • Her response to concerns by founders/entrepreneurs of potential bad behavior by VCs. Mention of Prof Ilya Strebulaev article "Squaring VC Valuations with Reality" [31:52]
  • Miriam's take on diversity in Silicon Valley. "In the early days, Google was a relatively diverse team and I think it was under-reported how Google's diversity (at the top) lead to the success of the company." "Almost every leader at the company had a right hand woman" [38:31]
  • "If you invest in diverse teams, it will lead to financial outperformance" Kauffman Fellows Analysis: "Deconstructing the Pipeline Myth and the Case for More Diverse Fund Managers" [41:13]
  • The change in attitudes and expectations from Limited Partners in terms of diversity standards [43:06]
  • "Public pensions are among the most diverse pool of capital out there" (ie. police, teachers, etc) [44:20]
  • Books that have greatly influenced her life [46:00]:
    1. "Seven Habits of Highly Effective People" by Stephen Covey.
    2. "Biased: Uncovering the Hidden Prejudice that Shapes What We See, Think and Do" by Jennifer Eberhardt.
    3. "Illusions" by Richard Bach.
  • Miriam's mentors [49:34]
  • Her favorite quotes: "Your children are not your children" by Khalil Gibran [51:09]
  • Goat yoga! [53:40]
  • The living person she most admires: Brian Stevenson, founder of the Equal Justice Initiative, a human rights organization in Montgomery, Alabama. [54:55]
  • How to find Miriam online:
    1. Website: www.uluventures.com
    2. Twitter: https://twitter.com/miriamulu1

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Miriam Rivera: "If You Invest In Diverse Teams, It Will Lead to Financial Outperformance" Evan Epstein, Miriam Rivera 00:57:42 In this episode I talk with Miriam Rivera, a co-founder and managing director of Ulu Ventures, an early seed stage venture fund in Silicon Valley. Entrepreneurs in her current fund are quite diverse by industry standards and Miriam is dedicated to increasing diversity in both the entrepreneurial and investment communities. Prior to Ulu Ventures, Miriam was vice president / deputy general counsel at Google, which she joined in 2001 as the second attorney. There she helped build and lead an award-winning global legal department. She is a board member of the Kauffman Foundation, a national endowment dedicated to increasing opportunity for Americans through education and entrepreneurship. Miriam serves on the Investment Committee of Acumen Fund America, an impact investment fund serving the needs of low-income Americans. She is also on the Launch with GS Advisory Council, an initiative by Goldman Sachs to reduce the investing gap for Black and LatinX founders while driving returns. In this episode I talk with Miriam Rivera, a co-founder and managing director of Ulu Ventures, an early seed stage venture fund in Silicon Valley. Entrepreneurs in her current fund are quite diverse by industry standards and Miriam is dedicated to increasing diversity in both the entrepreneurial and investment communities. Prior to Ulu Ventures, Miriam was vice president / deputy general counsel at Google, which she joined in 2001 as the second attorney. There she helped build and lead an award-winning global legal department. She is a board member of the Kauffman Foundation, a national endowment dedicated to increasing opportunity for Americans through education and entrepreneurship. Miriam serves on the Investment Committee of Acumen Fund America, an impact investment fund serving the needs of low-income Americans. She is also on the Launch with GS Advisory Council, an initiative by Goldman Sachs to reduce the investing gap for Black and LatinX founders while driving returns. angel investing, corporate governance, stanford graduate school of business, board of directors, stanford, stanford law school, entrepreneurs, venture capital, early stage, seed investing, kauffman fellows, google, vc, miriam rivera, ulu ventures false full 10     9704dc93-7d2f-4cc5-b857-4415299da873 Suzanne Vautrinot: From the Military to the Corporate Boardroom, with a Focus on Cybersecurity.
  • Start of Interview [1:33]
  • Suzanne's start in the U.S. Air Force [2:50]
  • Her transition to cyber operations [4:25]
  • Suzanne's take on transitioning from the Military to corporate boardrooms [7:25]
  • Adding former military leaders in the boardroom adds to "diversity of thought": "[Board composition] should seek concinnity, rather than falling into the lowest common denominator which would be consensus" [09:07]
  • At the time of Suzanne's transition to the private sector, "the Government had recognized that [cyber] was an area where there was going to be significant change and significant attention was needed" [11:15]
  • Collaboration in the Cybersecurity field: "The private sector wants to protect who they are, the Government wants to protect how they know" [13:19]
  • How to think about offensive and defensive capabilities in cybersecurity: "On the offensive side of cybersecurity you only have to succeed once, on the defensive side you have to protect everything, all the time." [15:42]
  • General Alexander: "the difference between bolting it in on and baking it in"  [16:00]
  • "In 2020 we are in the half-way point, we still have an architecture that relies on technology that is fundamentally at risk but technology is getting better and more secure" [17:58]
  • How sitting on boards in different industries shapes her cybersecurity approach: Battelle Memorial Institute, Parsons Corporation, Wells Fargo, CSX [19:38]
  • How to think about cybersecurity expertise in the boardroom [22:52]
  • Cybersecurity education for corporate directors [24:39]
  • What is the best way for the board to address cyber risk [28:30]
  • "You want to have good baseline security systems, plus resilience and redundancy" [30:25]
  • Recommended cybersecurity resources  for directors: [33:03]
    1. Cybersecurity & Infrastructure Security Agency (CISA)
    2. Cyber Scoop
    3. Sans NewsBites
    4. Secureworks 
  • Recommended Frameworks: [36:48]
    1. National Institute of Standards and Technology (NIST)
    2. National Initiative for Cybersecurity Education (NICE)
  • "The people in your organization are the  greatest risk vector because that's the easiest path in" [38:56]
  • How COVID-19 has impacted cybersecurity risks [39:30]
  • The increase in cyber risks, particularly with "work from home" trend. "the vectors have increased for ransomware attacks involving health professionals. Sans "Work from Home" Guide. [42:45] 
  • Her take on greatest cyber challenges moving forward: [46:12]
    1. Critical shared infrastructure (power, transportation, etc.)
    2. Supply chains (praising DARPA doing bug bounty program for hardware)
  • Her recommendations to other directors on cybersecurity matters [51:14]
    1. Ask about current tech or framework and what are the risks to such foundations/systems
    2. Where are you most at risk for litigation (for example: privacy)
  • Her favorite books [53:21]:
    1. She's a Malcolm Gladwell fan, most recently read "Talking to Strangers" and "David & Goliath."
    2. "Thomas Jefferson: The Art of Power" by Jon Meacham.
    3. "First Ladies" by Margaret Truman.
    4. "Dr Seuss and Philosophy" by Jacob Held.
  • Suzanne's mentors [55:35]:
    1. Earlier in her career: Gen. Thomas S. Moorman, Jr., Gen. John Shalikashvili, and Col Adelbert Buz" Carpenter"
    2. As a board member: Dan Schulman and Doug Baker.
  • Her favorite quotes: early in life "Here is Edward Bear coming downstairs now, bump bump bump..." Later: Colin Powell's "Eternal optimism is a force multiplier." John Schofied: "The discipline which makes the soldiers of a free country reliable in battle is not to be gained by harsh or tyrannical treatment..."
     [59:40]
  • The living person she most admires: Condoleeza Rice [01:02:25]

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 29 Jun 2020 15:33:31 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Suzanne Vautrinot) https://boardroom-governance.com/episodes/suzanne-vautrinot-KF8pNjBZ
  • Start of Interview [1:33]
  • Suzanne's start in the U.S. Air Force [2:50]
  • Her transition to cyber operations [4:25]
  • Suzanne's take on transitioning from the Military to corporate boardrooms [7:25]
  • Adding former military leaders in the boardroom adds to "diversity of thought": "[Board composition] should seek concinnity, rather than falling into the lowest common denominator which would be consensus" [09:07]
  • At the time of Suzanne's transition to the private sector, "the Government had recognized that [cyber] was an area where there was going to be significant change and significant attention was needed" [11:15]
  • Collaboration in the Cybersecurity field: "The private sector wants to protect who they are, the Government wants to protect how they know" [13:19]
  • How to think about offensive and defensive capabilities in cybersecurity: "On the offensive side of cybersecurity you only have to succeed once, on the defensive side you have to protect everything, all the time." [15:42]
  • General Alexander: "the difference between bolting it in on and baking it in"  [16:00]
  • "In 2020 we are in the half-way point, we still have an architecture that relies on technology that is fundamentally at risk but technology is getting better and more secure" [17:58]
  • How sitting on boards in different industries shapes her cybersecurity approach: Battelle Memorial Institute, Parsons Corporation, Wells Fargo, CSX [19:38]
  • How to think about cybersecurity expertise in the boardroom [22:52]
  • Cybersecurity education for corporate directors [24:39]
  • What is the best way for the board to address cyber risk [28:30]
  • "You want to have good baseline security systems, plus resilience and redundancy" [30:25]
  • Recommended cybersecurity resources  for directors: [33:03]
    1. Cybersecurity & Infrastructure Security Agency (CISA)
    2. Cyber Scoop
    3. Sans NewsBites
    4. Secureworks 
  • Recommended Frameworks: [36:48]
    1. National Institute of Standards and Technology (NIST)
    2. National Initiative for Cybersecurity Education (NICE)
  • "The people in your organization are the  greatest risk vector because that's the easiest path in" [38:56]
  • How COVID-19 has impacted cybersecurity risks [39:30]
  • The increase in cyber risks, particularly with "work from home" trend. "the vectors have increased for ransomware attacks involving health professionals. Sans "Work from Home" Guide. [42:45] 
  • Her take on greatest cyber challenges moving forward: [46:12]
    1. Critical shared infrastructure (power, transportation, etc.)
    2. Supply chains (praising DARPA doing bug bounty program for hardware)
  • Her recommendations to other directors on cybersecurity matters [51:14]
    1. Ask about current tech or framework and what are the risks to such foundations/systems
    2. Where are you most at risk for litigation (for example: privacy)
  • Her favorite books [53:21]:
    1. She's a Malcolm Gladwell fan, most recently read "Talking to Strangers" and "David & Goliath."
    2. "Thomas Jefferson: The Art of Power" by Jon Meacham.
    3. "First Ladies" by Margaret Truman.
    4. "Dr Seuss and Philosophy" by Jacob Held.
  • Suzanne's mentors [55:35]:
    1. Earlier in her career: Gen. Thomas S. Moorman, Jr., Gen. John Shalikashvili, and Col Adelbert Buz" Carpenter"
    2. As a board member: Dan Schulman and Doug Baker.
  • Her favorite quotes: early in life "Here is Edward Bear coming downstairs now, bump bump bump..." Later: Colin Powell's "Eternal optimism is a force multiplier." John Schofied: "The discipline which makes the soldiers of a free country reliable in battle is not to be gained by harsh or tyrannical treatment..."
     [59:40]
  • The living person she most admires: Condoleeza Rice [01:02:25]

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Suzanne Vautrinot: From the Military to the Corporate Boardroom, with a Focus on Cybersecurity. Evan Epstein, Suzanne Vautrinot 01:04:20 In this episode, I talk with Suzanne Vautrinot, President of Kilovolt Consulting, a cyber security strategy and technology consulting firm, and a member of the board of directors of CSX Corporation (NASDAQ:CSX), Ecolab (NYSE: ECL), Parsons Corporation (NYSE: PSN), the Battelle Memorial Institute and Wells Fargo (NYSE: WFC). Suzanne retired from the United States Air Force in October 2013 after 31 years of distinguished service, including as Major General and Commander, 24th Air Force, Air Forces Cyber and Air Force Network Operations where she oversaw a multi-billion dollar cyber enterprise responsible for operating, extending, maintaining, and defending the Air Force portion of the Department of Defense global network. She has been awarded numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal. We focus this discussion on her leadership experience and her transition from the military to the corporate boardroom. We discuss her thoughts and approach to cybersecurity, particularly from the director’s perspective. In this episode, I talk with Suzanne Vautrinot, President of Kilovolt Consulting, a cyber security strategy and technology consulting firm, and a member of the board of directors of CSX Corporation (NASDAQ:CSX), Ecolab (NYSE: ECL), Parsons Corporation (NYSE: PSN), the Battelle Memorial Institute and Wells Fargo (NYSE: WFC). Suzanne retired from the United States Air Force in October 2013 after 31 years of distinguished service, including as Major General and Commander, 24th Air Force, Air Forces Cyber and Air Force Network Operations where she oversaw a multi-billion dollar cyber enterprise responsible for operating, extending, maintaining, and defending the Air Force portion of the Department of Defense global network. She has been awarded numerous medals and commendations, including the Defense Superior Service Medal and Distinguished Service Medal. We focus this discussion on her leadership experience and her transition from the military to the corporate boardroom. We discuss her thoughts and approach to cybersecurity, particularly from the director’s perspective. nice, secureworks, sans newsbites, wells fargo, corporate governance, battelle memorial institute, boards, work from home, board of directors, condoleeza rice, csx, parsons corporation, nist, darpa, technology, cybersecurity, suzanne vautrinot, ecolab, symantec, cisa, cyber scoop, u.s. air force false full 9     3244cf01-8351-4477-b075-948dfb2e16df Mervyn King: "Integrated Thinking and Reporting is Critical for Corporate Directors"
  • Start of Interview [1:45]
  • Mervyn King's origin story as an attorney in South Africa [2:51]
  • His first foray into corporate boards and later senior management roles [4:30]
  • Why he was asked to form a Corporate Governance Committee in 1992 [5:30]
  • The call from Nelson Mandela [06:07]
  • Professor Lynn Paine's article: The Error at the Heart of Corporate Leadership  [9:43]
  • How King framed the role of the corporation in the first King I Report in 1992 [12:10]
  • "Decisions by the Board need to be made in the best long term interest of the company, this  incapacitated artificial person that has no mind, no heart, no soul and no conscience." "The directors must make a decision in the long term interest of the health of the company, rather than just in the wealth of the shareholders" [13:10]
  • "The 20th century became the century of unsustainable development"  [14:02]
  • Joining the U.N. by invitation of Kofi Annan to review governance of U.N. agencies: "that's where I started learning about sustainability"  [16:15]
  • The premise of the King II Report: to address sustainability reporting in South Africa (2002) [17:22]
  • King on Larry Fink's (BlackRock) Letters to CEOs [21:17]
  • Accounting for sustainability was started as "Connected Reporting" by Sir Michael Peat [22:18]
  • The premise of the King III Report, to include integrated reporting (2009)  [23:02]
  • Addressing Accounting for Sustainability organized by Prince Charles in the U.K. [24:30]
  • The IIRC Integrated Reporting Framework (2013) [25:06]
  • "One of the proudest things in my life is that integrated thinking has been achieved" [26:21]
  • King on the BTR Statement on the Purpose of the Corporation "You are not accountable to the stakeholders, you are accountable to the company" [26:45]
  • "Boards have to spend more time understanding financials, including the three critical dimensions for sustainable development in a resource constrained world: 1) Economy, 2) Environment and 3) Society." [30:05]
  • The premise of the King IV Report: reporting should be outcome based. [32:00] Focus on four outcomes:
    1. Value creation in a sustainable manner in a resource constrained world.
    2. Effective Controls (with informed oversight by the Board).
    3. Trust and confidence of the community in which the company operates (legitimacy).
    4. Effective Leadership.
  • King on race, inter-generational ("add millenials on your board") and gender diversity on boards  [35:44]
  • "The first thing on the minds of Gen Z is climate change. That's the elephant in the room" [39:12]
  • "The mindset of boards has to be collaborative, compromising, with a long term outlook (particularly on climate change)" [41:13]
  • The lessons from South Africa on racial diversity in boards [42:53]
  • Governments should amend corporate laws to reflect that being a director is a very important profession.[44:24]
  • King has tried to persuade governments to create apprenticeship programs for directorships "the U.S. should do this to help young African American professionals get into boards, creating a wider pool of candidates" [46:00]
  • A book that influenced his life: "The Principles of Modern Company Law" by L.C.B Gower (1954)  [48:57]
  • Living person he most admires: Lynn Forrester de Rothschild, the founder and CEO of the Coalition of Inclusive Capitalism [53:38]
  • King on ESG and inclusive capitalism [56:44]
  • How to find Mervyn King online:
    1. https://www.mervynking.co.za/ 
    2. https://www.wits.ac.za/staff/academic-a-z-listing/k/mervynkingwitsacza/

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Thu, 25 Jun 2020 03:56:15 +0000 evan.epstein@pacificaglobal.com (Mervyn King, Evan Epstein) https://boardroom-governance.com/episodes/mervyn-king-6TdxiYVf
  • Start of Interview [1:45]
  • Mervyn King's origin story as an attorney in South Africa [2:51]
  • His first foray into corporate boards and later senior management roles [4:30]
  • Why he was asked to form a Corporate Governance Committee in 1992 [5:30]
  • The call from Nelson Mandela [06:07]
  • Professor Lynn Paine's article: The Error at the Heart of Corporate Leadership  [9:43]
  • How King framed the role of the corporation in the first King I Report in 1992 [12:10]
  • "Decisions by the Board need to be made in the best long term interest of the company, this  incapacitated artificial person that has no mind, no heart, no soul and no conscience." "The directors must make a decision in the long term interest of the health of the company, rather than just in the wealth of the shareholders" [13:10]
  • "The 20th century became the century of unsustainable development"  [14:02]
  • Joining the U.N. by invitation of Kofi Annan to review governance of U.N. agencies: "that's where I started learning about sustainability"  [16:15]
  • The premise of the King II Report: to address sustainability reporting in South Africa (2002) [17:22]
  • King on Larry Fink's (BlackRock) Letters to CEOs [21:17]
  • Accounting for sustainability was started as "Connected Reporting" by Sir Michael Peat [22:18]
  • The premise of the King III Report, to include integrated reporting (2009)  [23:02]
  • Addressing Accounting for Sustainability organized by Prince Charles in the U.K. [24:30]
  • The IIRC Integrated Reporting Framework (2013) [25:06]
  • "One of the proudest things in my life is that integrated thinking has been achieved" [26:21]
  • King on the BTR Statement on the Purpose of the Corporation "You are not accountable to the stakeholders, you are accountable to the company" [26:45]
  • "Boards have to spend more time understanding financials, including the three critical dimensions for sustainable development in a resource constrained world: 1) Economy, 2) Environment and 3) Society." [30:05]
  • The premise of the King IV Report: reporting should be outcome based. [32:00] Focus on four outcomes:
    1. Value creation in a sustainable manner in a resource constrained world.
    2. Effective Controls (with informed oversight by the Board).
    3. Trust and confidence of the community in which the company operates (legitimacy).
    4. Effective Leadership.
  • King on race, inter-generational ("add millenials on your board") and gender diversity on boards  [35:44]
  • "The first thing on the minds of Gen Z is climate change. That's the elephant in the room" [39:12]
  • "The mindset of boards has to be collaborative, compromising, with a long term outlook (particularly on climate change)" [41:13]
  • The lessons from South Africa on racial diversity in boards [42:53]
  • Governments should amend corporate laws to reflect that being a director is a very important profession.[44:24]
  • King has tried to persuade governments to create apprenticeship programs for directorships "the U.S. should do this to help young African American professionals get into boards, creating a wider pool of candidates" [46:00]
  • A book that influenced his life: "The Principles of Modern Company Law" by L.C.B Gower (1954)  [48:57]
  • Living person he most admires: Lynn Forrester de Rothschild, the founder and CEO of the Coalition of Inclusive Capitalism [53:38]
  • King on ESG and inclusive capitalism [56:44]
  • How to find Mervyn King online:
    1. https://www.mervynking.co.za/ 
    2. https://www.wits.ac.za/staff/academic-a-z-listing/k/mervynkingwitsacza/

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

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    ]]>     Mervyn King: "Integrated Thinking and Reporting is Critical for Corporate Directors" Mervyn King, Evan Epstein 01:02:15 In this episode, I talk with Professor Mervyn King, a former Judge of the Supreme Court of South Africa, and a renowned international corporate governance expert and sustainability pioneer. He is the Chairman of the King Committee on Corporate Governance in South Africa, which produced the King Reports in 1994, 2002, 2010 and 2016. He is Chair Emeritus of the International Integrated Reporting Council (IIRC), the Global Reporting Initiative (GRI) and he is a member of the Private Sector Advisory Group to the World Bank on Corporate Governance. He has also been a Chairman, Director and CEO of several companies listed on the London, Luxembourg and Johannesburg Stock Exchanges. In this episode, I talk with Professor Mervyn King, a former Judge of the Supreme Court of South Africa, and a renowned international corporate governance expert and sustainability pioneer. He is the Chairman of the King Committee on Corporate Governance in South Africa, which produced the King Reports in 1994, 2002, 2010 and 2016. He is Chair Emeritus of the International Integrated Reporting Council (IIRC), the Global Reporting Initiative (GRI) and he is a member of the Private Sector Advisory Group to the World Bank on Corporate Governance. He has also been a Chairman, Director and CEO of several companies listed on the London, Luxembourg and Johannesburg Stock Exchanges. evan epstein, diversity, sustainability, inclusive capitalism, king report on corporate governance, international integrated reporting council, integrated reporting, mervyn king, south africa, mandela, johannesburg stock exchange, environmental social governance, witwatersrand university, global reporting initiative, esg false full 8     c4e5cf34-5dc9-4f6d-85ab-ee711b284d71 Anat Admati: "I Don't Want CEOs to Solve Society's Problems, I Want the Government to Solve Them"
  • Start of Interview [1:30]
  • How Anat's research evolved from corporate finance to corporate governance [3:40]
  • How the Financial Crisis ignited her research interest in the banking sector [4:25]
  • What's "special" about the finance and banking industries? [8:31]
  • Why the lack of equity funding in banking? [10:12]
  • The premise of her book "The Bankers' New Clothes" [11:28]
  • "In banking you can be insolvent forever if you don't default" [13:27]
  • "JPM's assets on balance sheet: ~$2.5T, plus off balance sheet: $4T! "that is unfathomable." [14:08]
  • "The regulators are failing so miserably, and they are so used to failing that they perpetuate their failures"  [16:02]
  • Over a decade after the financial crisis, "the financial system is a disaster" [16:54]
  • "We are going to have zombies everywhere" [19:06]
  • "Deutsche Bank is the classic zombie" [22:08]
  • How to understand the decoupling of the stock markets from the "real economy": [23:45]
    1. Rise of private market financing. Sliding to opacity.
    2. Rise of big tech
    3. "Saving glut of the rich": the money of the world is going into the US stock market.
    4. Fed support is propping up the corporate debt market, helping the stock market.
  • Anat's take on the BRT Statement on the Purpose of the Corporation: "I am skeptical" [29:00]
  • Anat's take on B-corps [32:04]
  • "I don't want CEOs to solve society's problems, I want the Government to solve them." Premise of the Corporations and Society Initiative at the GSB [33:47]
  • Anat's take on ESG: "It's all nice and well, but it has its limits" [36:24]
  • "If men were angels, no Government would be necessary" (James Madison) [40:05]
  • Paul Polman's search for "Heroic CEOs" [41:09]
  • Why cross-disciplinary research matters "I was in a bubble of finance" [41:58]
  • Senator Sherrod Brown's book recommendation for Banking Committee: "The Color of Law" [43:18]
  • Anat's article "A Skeptical View of Financialized Corporate Governance" (2017) [44:31]
  • Katharina Pistor's "The Code of Capital" book [46:58]
  • Anat's take on the current push-back against stock buybacks and dividends. Her article: "The Leverage Ratchet Effect." [48:03]
  • "Where you see financialized corporate governance at its worst is paying shareholders in a crisis." "Bank regulators have to put a complete and utter ban on payouts for all the banks." [51:15]
  • "We must abolish the corporate tax interest deductibility" ("we shouldn't prefer debt over equity for funding for tax reasons") [54:17]
  • How to find Anat online:
    1. https://admati.people.stanford.edu/
    2. Corporations and Society Initiative at the Stanford Graduate School of Business.

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 22 Jun 2020 15:39:44 +0000 evan.epstein@pacificaglobal.com (Anat Admati, Evan Epstein) https://boardroom-governance.com/episodes/anat-admati-8Q2WUvr5
  • Start of Interview [1:30]
  • How Anat's research evolved from corporate finance to corporate governance [3:40]
  • How the Financial Crisis ignited her research interest in the banking sector [4:25]
  • What's "special" about the finance and banking industries? [8:31]
  • Why the lack of equity funding in banking? [10:12]
  • The premise of her book "The Bankers' New Clothes" [11:28]
  • "In banking you can be insolvent forever if you don't default" [13:27]
  • "JPM's assets on balance sheet: ~$2.5T, plus off balance sheet: $4T! "that is unfathomable." [14:08]
  • "The regulators are failing so miserably, and they are so used to failing that they perpetuate their failures"  [16:02]
  • Over a decade after the financial crisis, "the financial system is a disaster" [16:54]
  • "We are going to have zombies everywhere" [19:06]
  • "Deutsche Bank is the classic zombie" [22:08]
  • How to understand the decoupling of the stock markets from the "real economy": [23:45]
    1. Rise of private market financing. Sliding to opacity.
    2. Rise of big tech
    3. "Saving glut of the rich": the money of the world is going into the US stock market.
    4. Fed support is propping up the corporate debt market, helping the stock market.
  • Anat's take on the BRT Statement on the Purpose of the Corporation: "I am skeptical" [29:00]
  • Anat's take on B-corps [32:04]
  • "I don't want CEOs to solve society's problems, I want the Government to solve them." Premise of the Corporations and Society Initiative at the GSB [33:47]
  • Anat's take on ESG: "It's all nice and well, but it has its limits" [36:24]
  • "If men were angels, no Government would be necessary" (James Madison) [40:05]
  • Paul Polman's search for "Heroic CEOs" [41:09]
  • Why cross-disciplinary research matters "I was in a bubble of finance" [41:58]
  • Senator Sherrod Brown's book recommendation for Banking Committee: "The Color of Law" [43:18]
  • Anat's article "A Skeptical View of Financialized Corporate Governance" (2017) [44:31]
  • Katharina Pistor's "The Code of Capital" book [46:58]
  • Anat's take on the current push-back against stock buybacks and dividends. Her article: "The Leverage Ratchet Effect." [48:03]
  • "Where you see financialized corporate governance at its worst is paying shareholders in a crisis." "Bank regulators have to put a complete and utter ban on payouts for all the banks." [51:15]
  • "We must abolish the corporate tax interest deductibility" ("we shouldn't prefer debt over equity for funding for tax reasons") [54:17]
  • How to find Anat online:
    1. https://admati.people.stanford.edu/
    2. Corporations and Society Initiative at the Stanford Graduate School of Business.

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Anat Admati: "I Don't Want CEOs to Solve Society's Problems, I Want the Government to Solve Them" Anat Admati, Evan Epstein 00:58:19 In this episode, I talk with Anat Admati, the George G.C. Parker Professor of Finance and Economics at the Stanford Graduate School of Business, and the Faculty Director of the Corporations and Society Initiative at the GSB. Anat is an economist with broad cross-disciplinary interests in the interactions between business, law and policy, and an advocate for better governance and accountability in the private sector and in government. Since 2010, Anat has been active in the policy debate on financial regulations. She is the co-author, with Martin Hellwig, of the award-winning and highly acclaimed book "The Bankers’ New Clothes: What’s Wrong with Banking and What to Do about It". In 2014, she was named by Time Magazine as one of the 100 most influential people in the world and by Foreign Policy Magazine as among 100 global thinkers. In this episode, I talk with Anat Admati, the George G.C. Parker Professor of Finance and Economics at the Stanford Graduate School of Business, and the Faculty Director of the Corporations and Society Initiative at the GSB. Anat is an economist with broad cross-disciplinary interests in the interactions between business, law and policy, and an advocate for better governance and accountability in the private sector and in government. Since 2010, Anat has been active in the policy debate on financial regulations. She is the co-author, with Martin Hellwig, of the award-winning and highly acclaimed book "The Bankers’ New Clothes: What’s Wrong with Banking and What to Do about It". In 2014, she was named by Time Magazine as one of the 100 most influential people in the world and by Foreign Policy Magazine as among 100 global thinkers. equity, jp morgan, corporate governance, banks, stanford graduate school of business, debt, stanford, dividends, financial crisis, covid-19, the color of law, banking, corporations and society, purporse of the corporation, paul polman, business roundtable, stock buybacks, finance, gsb, anat admati, esg, economics false full 7     aad9b243-e05c-4525-b4d4-e8421f1ff1eb Heidi Roizen: "A Good Board Member Has to Be Willing to Speak Truth, Even When It Is Unpopular"
  • Start of Interview [1:32]
  • Heidi's origin story and career pre-venture capital [2:00]
  • Heidi's first board experience: Great Plains Software prior to its IPO in 1997 [6:01]
  • Joining Softbank Venture Capital (Mobius Venture Capital) in 1999 [09:09]
  • The HBS Heidi Roizen Case Study [12:50]
  • Her experience with foreign boards (UK, Canada) and take on transnational directors [16:21]
  • Re-entering the VC market with DFJ and Threshold Ventures [23:25]
  • Private tech company board governance challenges [25:36]
    1. Startups staying private for longer, and getting bigger [25:48]
    2. Change of terms based on cyclical nature of the market ("dual class shares is a grey area") [26:31]
  • Founder-friendly terms [29:55]
  • To be a good investor or board member "you have to be willing to speak truth even when unpopular" [31:48]
  • Dealing with "dual fiduciary duties": be clear about what hats you wear (investor vs company) [32:08]
  • There will be a "flight to quality" in venture investing [37:06]
  • Director Independence in Silicon Valley, social ties and networks [38:56]
  • Distinctions between serving on public and private venture-backed boards [42:27]
  • Her joke-caution to entrepreneurs: "be careful what VC you pick, because it's harder to divorce your VC than your spouse!" [45:34]
  • Board self-evaluation. "Collegiality doesn't mean that you're only nice and friendly to each other, but it also means that you have to have a working relationship where you can be honest with each other." [46:16]
  • On the CA corporate board gender diversity bill (SB-826) [48:35]
  • Heidi's views on stakeholder capitalism or ESG: "I think that companies earn the right to satisfy a broader stakeholder base by also remaining viable." Big difference between private and public companies in this regard [51:47]
  • Her favorite books: "Thinking Fast and Slow" by Daniel Kahneman, "Atomic Habits" by James Clear, "Loving What Is" by Byron Katie with Stephen Mitchell, "Never Split the Difference" by Chris Voss [56:15]
  • Heidi's mentors: her father, Bill Gates, Ann Winblad, Tina Seelig, Emily Melton and Josh Stein [57:25]
  • Her favorite quote is The Shirley MacLaine 20/40/60 Rule: “At 20, you care what everyone is thinking about you. At 40, you don't give a damn what people are thinking about you. At 60, you realize no one is thinking about you." [58:38]
  • Her "unusual habit": she's a glass artist [01:00:15]
  • The living person she most admires: Bill and Melinda Gates "In 100 years from now, when people look back to Bill and Melinda,  Microsoft is only going to be a footnote. What they do as philanthropists is really what people will talk about." [01:01:05]
  • How to find Heidi online:
    1. www.heidiroizen.com
    2. Email: heidi@threshold.vc

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 15 Jun 2020 13:50:43 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Heidi Roizen) https://boardroom-governance.com/episodes/heidi-roizen-_99alXYc
  • Start of Interview [1:32]
  • Heidi's origin story and career pre-venture capital [2:00]
  • Heidi's first board experience: Great Plains Software prior to its IPO in 1997 [6:01]
  • Joining Softbank Venture Capital (Mobius Venture Capital) in 1999 [09:09]
  • The HBS Heidi Roizen Case Study [12:50]
  • Her experience with foreign boards (UK, Canada) and take on transnational directors [16:21]
  • Re-entering the VC market with DFJ and Threshold Ventures [23:25]
  • Private tech company board governance challenges [25:36]
    1. Startups staying private for longer, and getting bigger [25:48]
    2. Change of terms based on cyclical nature of the market ("dual class shares is a grey area") [26:31]
  • Founder-friendly terms [29:55]
  • To be a good investor or board member "you have to be willing to speak truth even when unpopular" [31:48]
  • Dealing with "dual fiduciary duties": be clear about what hats you wear (investor vs company) [32:08]
  • There will be a "flight to quality" in venture investing [37:06]
  • Director Independence in Silicon Valley, social ties and networks [38:56]
  • Distinctions between serving on public and private venture-backed boards [42:27]
  • Her joke-caution to entrepreneurs: "be careful what VC you pick, because it's harder to divorce your VC than your spouse!" [45:34]
  • Board self-evaluation. "Collegiality doesn't mean that you're only nice and friendly to each other, but it also means that you have to have a working relationship where you can be honest with each other." [46:16]
  • On the CA corporate board gender diversity bill (SB-826) [48:35]
  • Heidi's views on stakeholder capitalism or ESG: "I think that companies earn the right to satisfy a broader stakeholder base by also remaining viable." Big difference between private and public companies in this regard [51:47]
  • Her favorite books: "Thinking Fast and Slow" by Daniel Kahneman, "Atomic Habits" by James Clear, "Loving What Is" by Byron Katie with Stephen Mitchell, "Never Split the Difference" by Chris Voss [56:15]
  • Heidi's mentors: her father, Bill Gates, Ann Winblad, Tina Seelig, Emily Melton and Josh Stein [57:25]
  • Her favorite quote is The Shirley MacLaine 20/40/60 Rule: “At 20, you care what everyone is thinking about you. At 40, you don't give a damn what people are thinking about you. At 60, you realize no one is thinking about you." [58:38]
  • Her "unusual habit": she's a glass artist [01:00:15]
  • The living person she most admires: Bill and Melinda Gates "In 100 years from now, when people look back to Bill and Melinda,  Microsoft is only going to be a footnote. What they do as philanthropists is really what people will talk about." [01:01:05]
  • How to find Heidi online:
    1. www.heidiroizen.com
    2. Email: heidi@threshold.vc

    • ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Heidi Roizen: "A Good Board Member Has to Be Willing to Speak Truth, Even When It Is Unpopular" Evan Epstein, Heidi Roizen 01:03:34 In this episode, I talk with Heidi Roizen, a partner of Threshold Ventures, a Silicon Valley-based Venture Capital firm. Heidi serves on the boards of Zoox, Planet, Polarr, Memphis Meats, DMGT (LSE: DMGT), and Invitation Homes (NYSE: INVH). Earlier in her career, Heidi co-founded T/Maker, where she served as CEO for over a decade through its acquisition by Deluxe Corporate in 1994. Next, she joined Apple as VP of Worldwide Developer Relations, and from there, Mobius Venture Capital. She's been named to the Corporate Board Member's "Top 50 Women in Tech" list and Hot Topics' Top 100 Women in Tech. In 2018, Heidi was named the Financial Woman of the Year by the Financial Women of San Francisco. She has also earned the Forum for Women Entrepreneurs and Executives Annual Achievement Award, among other accolades. In this episode, I talk with Heidi Roizen, a partner of Threshold Ventures, a Silicon Valley-based Venture Capital firm. Heidi serves on the boards of Zoox, Planet, Polarr, Memphis Meats, DMGT (LSE: DMGT), and Invitation Homes (NYSE: INVH). Earlier in her career, Heidi co-founded T/Maker, where she served as CEO for over a decade through its acquisition by Deluxe Corporate in 1994. Next, she joined Apple as VP of Worldwide Developer Relations, and from there, Mobius Venture Capital. She's been named to the Corporate Board Member's "Top 50 Women in Tech" list and Hot Topics' Top 100 Women in Tech. In 2018, Heidi was named the Financial Woman of the Year by the Financial Women of San Francisco. She has also earned the Forum for Women Entrepreneurs and Executives Annual Achievement Award, among other accolades. mobius, zoox, conflicts of interest, boardroom governance, bill gates, corporate governance, boards, fiduciary duties, dmgt, board diversity, invitation homes, threshold ventures, dual fiduciary duties, stanford, venture capital, dfj, apple, directors, memphis meats, sb826, vc, polarr, gsb, downrounds, independent directors, planet, board self-evaluation, private companies, dual class shares, silicon valley false full 6     28da3a66-df2b-44d1-a9c6-ce216dbbc981 Scott Kupor: The Secrets of Sand Hill Road.
  • Start of Interview [1:51]
  • How is a16z dealing with COVID-19, plus its new Talent & Opportunity Fund [2:31]
  • Scott's professional background [3:48]
  • The shift from traditional VC firm to Registered Investment Advisor (to pursue investment opportunities beyond traditional equity, such as crypto) [6:00]
  • The governance chapters of his book The Secrets of Sand Hill Road. Distinctions between public and private venture-backed boards [12:11]:
    1. The contrast in board composition in the private and public board context [12:38]
    2. Dual fiduciary duties owed by VC directors [13:48]
    3. "Common controlled" boards vs "preferred controlled" boards [14:50]
  • Andreessen Horowitz' different approach to support its portfolio CEOs post-investment (institutionalizing the network) [17:03]
  • Number of boards seats held by VC investors (and why it's different to public boards) [20:33]
  • Scott's take on dual-class shares, and distinctions in the private and public company context [25:13]
  • Scott's take on tenure-voting ("rethinking what's fair in corporate governance") [29:10]
  • Why a16z invested in the Long Term Stock Exchange [32:35]
  • Scott's recommendations to boards of venture-backed companies in down-rounds and M&A [36:09]
  • Trends of independent directors in venture-backed companies [40:00]
  • The rise of private markets in the tech financing ecosystem [42:46]
  • The new governance challenges of late stage private companies [44:20]
  • The Purpose of the Corporation and the Governance of Cryptonetworks [47:06]
  • Two of his favorite books: "The Lost Lawyer" by Anthony Kronman, and "The Master of the Senate: the Years of Lyndon Johnson" by Robert Caro [54:06]
  • His mentors: Marc Andreessen, Ben Horowitz. Early (informal mentor): Armin Weinberg [55:38]
  • His favorite quote “In the long run, we are all dead” by John Maynard Keynes. [57:13]

    • Scott Kupor is the managing partner at Andreessen Horowitz where he is responsible for all operational aspects of running the firm. He has been with the firm since its inception in 2009 and has overseen its rapid growth, from three employees to 180 and from $300 million in assets under management to more than $12 billion.

    Scott is chairman of the board of Genesys Works; cofounder and co-director of the Stanford Venture Capital Director’s College; Executive in Residence at Haas School of Business and Boalt School of Law; and a Lecturer at Stanford Law School. He is vice-chair of the investment committee of St. Jude’s Children’s Cancer Research Hospital and also serves as a member of the investment committees for Stanford Medical Center, the Silicon Valley Community Foundation, and Lick Wilmerding High School.

    Scott served as Chairman of the Board of the National Venture Capital Association (2017-2018). He is the author of the national bestselling book Secrets of Sand Hill Road: Venture Capital and How to Get It, published by Portfolio, a division of Penguin.

    ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Thu, 11 Jun 2020 19:30:12 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Scott Kupor) https://boardroom-governance.com/episodes/scott-kupor-Pro_RgbK
  • Start of Interview [1:51]
  • How is a16z dealing with COVID-19, plus its new Talent & Opportunity Fund [2:31]
  • Scott's professional background [3:48]
  • The shift from traditional VC firm to Registered Investment Advisor (to pursue investment opportunities beyond traditional equity, such as crypto) [6:00]
  • The governance chapters of his book The Secrets of Sand Hill Road. Distinctions between public and private venture-backed boards [12:11]:
    1. The contrast in board composition in the private and public board context [12:38]
    2. Dual fiduciary duties owed by VC directors [13:48]
    3. "Common controlled" boards vs "preferred controlled" boards [14:50]
  • Andreessen Horowitz' different approach to support its portfolio CEOs post-investment (institutionalizing the network) [17:03]
  • Number of boards seats held by VC investors (and why it's different to public boards) [20:33]
  • Scott's take on dual-class shares, and distinctions in the private and public company context [25:13]
  • Scott's take on tenure-voting ("rethinking what's fair in corporate governance") [29:10]
  • Why a16z invested in the Long Term Stock Exchange [32:35]
  • Scott's recommendations to boards of venture-backed companies in down-rounds and M&A [36:09]
  • Trends of independent directors in venture-backed companies [40:00]
  • The rise of private markets in the tech financing ecosystem [42:46]
  • The new governance challenges of late stage private companies [44:20]
  • The Purpose of the Corporation and the Governance of Cryptonetworks [47:06]
  • Two of his favorite books: "The Lost Lawyer" by Anthony Kronman, and "The Master of the Senate: the Years of Lyndon Johnson" by Robert Caro [54:06]
  • His mentors: Marc Andreessen, Ben Horowitz. Early (informal mentor): Armin Weinberg [55:38]
  • His favorite quote “In the long run, we are all dead” by John Maynard Keynes. [57:13]

    • Scott Kupor is the managing partner at Andreessen Horowitz where he is responsible for all operational aspects of running the firm. He has been with the firm since its inception in 2009 and has overseen its rapid growth, from three employees to 180 and from $300 million in assets under management to more than $12 billion.

    Scott is chairman of the board of Genesys Works; cofounder and co-director of the Stanford Venture Capital Director’s College; Executive in Residence at Haas School of Business and Boalt School of Law; and a Lecturer at Stanford Law School. He is vice-chair of the investment committee of St. Jude’s Children’s Cancer Research Hospital and also serves as a member of the investment committees for Stanford Medical Center, the Silicon Valley Community Foundation, and Lick Wilmerding High School.

    Scott served as Chairman of the Board of the National Venture Capital Association (2017-2018). He is the author of the national bestselling book Secrets of Sand Hill Road: Venture Capital and How to Get It, published by Portfolio, a division of Penguin.

    ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Scott Kupor: The Secrets of Sand Hill Road. Evan Epstein, Scott Kupor 01:01:14 In this episode, I talk with Scott Kupor, the Managing Partner at Andreessen Horowitz, a leading Silicon Valley-based venture capital firm with over $12 billion in assets under management. Scott is an expert in corporate governance for venture-backed companies, so in this episode we go deep into foundational and hot topic governance questions involving startups and venture capital. We also talk about frontier questions such as the impact of crypto for the future of startups and venture capital. Don't miss this primer on governance for venture-backed companies! In this episode, I talk with Scott Kupor, the Managing Partner at Andreessen Horowitz, a leading Silicon Valley-based venture capital firm with over $12 billion in assets under management. Scott is an expert in corporate governance for venture-backed companies, so in this episode we go deep into foundational and hot topic governance questions involving startups and venture capital. We also talk about frontier questions such as the impact of crypto for the future of startups and venture capital. Don't miss this primer on governance for venture-backed companies! the secrets of sand hill road, nyse, tenure voting, private markets, boardroom governance, corporate governance, boards, fiduciary duties, cryptonetworks, secondary markets, scott kupor, dual fiduciary duties, stanford, startups, venture capital, ipos, m&a, vc, blockchain, sec, downrounds, crypto, andreessen horowitz, nasdaq, dual class shares, silicon valley false full 5     94c0e777-80b6-4c6a-80cc-5ca251f3e0b0 Kate Mitchell: Applying a Growth Mindset to Boards.
  • Start of Interview [1:22]
  • Kate's path to the Venture Capital ("VC") industry [2:00]
  • Kate's path to serving on boards [5:18]
  • Distinctions between serving on private and public boards [8:43]
    1. The investor nominated director [9:10]
    2. The role of the independent director [12:47]
    3. Directors representing preferred stock, and longer term horizons  [13:51]
    4. In a startup board, "all constituents are around the table, or right outside the door coding" [15:10]
  • Startups staying private for longer, and effects on liquidity (secondary markets)  [18:25]
  • History of the JOBS Act: 5 capital formation bills to improve access to capital for startups [25:50]
  • Kate's take on dual class shares [32:53]
  • The Long Term Stock Exchange [38:26]
  • The importance of IR and leadership. Example: Jeff Bezos' Amazon shareholder letters. [35.33]
  • Sunset Provisions [37:12]
  • The Governance of Unicorns [43:17]
  • Diversity and inclusion initiatives. Examples: ILPA, NVCA, Him for Her, SWB, etc. [47:10]
  • Her favorite book: "The Tale of Two Cities" by Charles Dickens [53:36]
  • Her take on "Composite Mentors" [55:36]
  • Her favorite quote [59:01] “Kites rise highest against the wind, not with it” Sir Winston Churchill.
  • The living person she most admires: the Notorious RBG [01:01:00]

    • Kate Mitchell  is a co-founder of Scale, a Silicon Valley-based firm that invests in early-in-revenue technology companies that are looking to scale. She and the Scale team have backed successful, high growth companies including ExactTarget (Salesforce), RingCentral (NYSE:RNG), HubSpot (NYSE:HUBS), Box (NYSE: BOX), DocuSign, and Omniture (Adobe). 

    Kate is past chairman and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. In 2014, Kate co-founded the NVCA Inclusion & Diversity Task Force (now called VentureForward), which focuses on advancing opportunities for women and minorities across the venture ecosystem. Mitchell received the NVCA Outstanding Service Award in 2013 for her policy work on behalf of the venture industry. 

    She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation, and she is a charter member of Environmental Entrepreneurs (Silicon Valley). Kate is also a Kauffman Fellows mentor, a member of the NASDAQ Private Market Advisory Board, and a commentator on technology trends for CNBC Squawk Alley.

    ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 8 Jun 2020 15:50:12 +0000 evan.epstein@pacificaglobal.com (Evan Epstein, Kate Mitchell) https://boardroom-governance.com/episodes/kate-mitchell-Oh1AsCBy
  • Start of Interview [1:22]
  • Kate's path to the Venture Capital ("VC") industry [2:00]
  • Kate's path to serving on boards [5:18]
  • Distinctions between serving on private and public boards [8:43]
    1. The investor nominated director [9:10]
    2. The role of the independent director [12:47]
    3. Directors representing preferred stock, and longer term horizons  [13:51]
    4. In a startup board, "all constituents are around the table, or right outside the door coding" [15:10]
  • Startups staying private for longer, and effects on liquidity (secondary markets)  [18:25]
  • History of the JOBS Act: 5 capital formation bills to improve access to capital for startups [25:50]
  • Kate's take on dual class shares [32:53]
  • The Long Term Stock Exchange [38:26]
  • The importance of IR and leadership. Example: Jeff Bezos' Amazon shareholder letters. [35.33]
  • Sunset Provisions [37:12]
  • The Governance of Unicorns [43:17]
  • Diversity and inclusion initiatives. Examples: ILPA, NVCA, Him for Her, SWB, etc. [47:10]
  • Her favorite book: "The Tale of Two Cities" by Charles Dickens [53:36]
  • Her take on "Composite Mentors" [55:36]
  • Her favorite quote [59:01] “Kites rise highest against the wind, not with it” Sir Winston Churchill.
  • The living person she most admires: the Notorious RBG [01:01:00]

    • Kate Mitchell  is a co-founder of Scale, a Silicon Valley-based firm that invests in early-in-revenue technology companies that are looking to scale. She and the Scale team have backed successful, high growth companies including ExactTarget (Salesforce), RingCentral (NYSE:RNG), HubSpot (NYSE:HUBS), Box (NYSE: BOX), DocuSign, and Omniture (Adobe). 

    Kate is past chairman and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. In 2014, Kate co-founded the NVCA Inclusion & Diversity Task Force (now called VentureForward), which focuses on advancing opportunities for women and minorities across the venture ecosystem. Mitchell received the NVCA Outstanding Service Award in 2013 for her policy work on behalf of the venture industry. 

    She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation, and she is a charter member of Environmental Entrepreneurs (Silicon Valley). Kate is also a Kauffman Fellows mentor, a member of the NASDAQ Private Market Advisory Board, and a commentator on technology trends for CNBC Squawk Alley.

    ___

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Kate Mitchell: Applying a Growth Mindset to Boards. Evan Epstein, Kate Mitchell 01:03:13 In this episode, I talk with Kate Mitchell, a co-founder of Scale Venture Partners, a Silicon Valley-based firm that invests in early stage tech companies. Kate is past chair and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. More importantly for this podcast, Kate is a very experienced board member in public, private and non-profit boards. She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation. Kate is also a Kauffman Fellows mentor and a commentator on technology trends for CNBC Squawk Alley. In this episode, I talk with Kate Mitchell, a co-founder of Scale Venture Partners, a Silicon Valley-based firm that invests in early stage tech companies. Kate is past chair and board member of the National Venture Capital Association (NVCA) and is active in policy matters that impact entrepreneurship, start-ups, innovation and inclusion. She co-authored the IPO section of the 2012 JOBS Act and is currently working on additional legislation to help small company IPOs. More importantly for this podcast, Kate is a very experienced board member in public, private and non-profit boards. She currently serves on the boards of SVB Financial Group (NASDAQ:SIVB), Fortive Corporation (NYSE:FTV) and the Silicon Valley Community Foundation. Kate is also a Kauffman Fellows mentor and a commentator on technology trends for CNBC Squawk Alley. nyse, corporate governance, diversity, boards, ilpa, stanford, startups, venture capital, jobs act, startup governance, public boards, nvca, mentors, nasdaq, inclusion, dual class shares, silicon valley false full 4     4958ff17-0d9f-4cdc-adbc-955ffd37d941 Elizabeth Pollman: Startup Governance & Regulatory Entrepreneurship
  • Start of Interview [1:51]
  • Motivation for writing her Startup Governance Article [3:22]
  • Why are companies "staying private" for longer [6:18]
  • The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
  • Discussion on secondary markets for private shares [10:00]
  • Challenges of startups "staying private forever" [11:54]
  • Distinctions between public and private market regulatory frameworks [13:36]
  • The vertical and horizontal startup governance issues [18:14]
  • Distinctions between preferred and common shares in VC-backed companies [19:54]
  • Monitoring failures in startup companies [27:50]
  • Dual Class Shares and Sunset Provisions [32:43]
  • The Premise for Regulatory Entrepreneurship Article (with Jordan Barry) [37:42]
    1. Breaking the law and/or taking advantage of legal gray areas [39:20]
    2. Seeking to grow "too big to ban" = "guerilla growth" [40:06]
    3. Mobilizing users and stakeholders as a political force [41:20]
  • Legal Factors that affect regulatory entrepreneurship [44:18]
  • Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
  • Her mentors [50:50]
  • Her favorite quotes [55:02] Yoda's "Do. Or Do Not, There is No Try!" and Walt Whitman's “Dismiss Whatever Insults Your Own Soul”
  • Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
  • Where can people find Elizabeth's research [1:01]
    1. Profile University of Pennsylvania Law School
    2. SSRN Page

    • Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Mon, 1 Jun 2020 13:49:48 +0000 evan.epstein@pacificaglobal.com (Elizabeth Pollman, Evan Epstein) https://boardroom-governance.com/episodes/elizabeth-pollman-53kiUJB4
  • Start of Interview [1:51]
  • Motivation for writing her Startup Governance Article [3:22]
  • Why are companies "staying private" for longer [6:18]
  • The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
  • Discussion on secondary markets for private shares [10:00]
  • Challenges of startups "staying private forever" [11:54]
  • Distinctions between public and private market regulatory frameworks [13:36]
  • The vertical and horizontal startup governance issues [18:14]
  • Distinctions between preferred and common shares in VC-backed companies [19:54]
  • Monitoring failures in startup companies [27:50]
  • Dual Class Shares and Sunset Provisions [32:43]
  • The Premise for Regulatory Entrepreneurship Article (with Jordan Barry) [37:42]
    1. Breaking the law and/or taking advantage of legal gray areas [39:20]
    2. Seeking to grow "too big to ban" = "guerilla growth" [40:06]
    3. Mobilizing users and stakeholders as a political force [41:20]
  • Legal Factors that affect regulatory entrepreneurship [44:18]
  • Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
  • Her mentors [50:50]
  • Her favorite quotes [55:02] Yoda's "Do. Or Do Not, There is No Try!" and Walt Whitman's “Dismiss Whatever Insults Your Own Soul”
  • Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
  • Where can people find Elizabeth's research [1:01]
    1. Profile University of Pennsylvania Law School
    2. SSRN Page

    • Elizabeth Pollman is an expert on corporate law, governance, and rights. She teaches and writes on a wide variety of topics in business law, with a particular focus on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. Her recent work has examined the distinctive governance of venture-backed startups, director oversight liability, corporate disobedience, companies that have business models aimed at changing the law, the trading of private company stock, corporate privacy, and the history of corporate constitutional rights.

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Elizabeth Pollman: Startup Governance & Regulatory Entrepreneurship Elizabeth Pollman, Evan Epstein 01:01:17 In this episode, I talk with Elizabeth Pollman, a Professor of Law at the University of Pennsylvania Law School. Elizabeth is a leading corporate law scholar focused on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. In this conversation we discuss two of her articles on startup governance and regulatory entrepreneurship. We cover some foundational questions in a field that has been under-researched in comparison to public companies. At the end of our conversation we go through a set of rapid-fire questions, where we get to know a more personal side of Elizabeth. In this episode, I talk with Elizabeth Pollman, a Professor of Law at the University of Pennsylvania Law School. Elizabeth is a leading corporate law scholar focused on corporate governance, purpose, and personhood, as well as startups, entrepreneurship, and law and technology. In this conversation we discuss two of her articles on startup governance and regulatory entrepreneurship. We cover some foundational questions in a field that has been under-researched in comparison to public companies. At the end of our conversation we go through a set of rapid-fire questions, where we get to know a more personal side of Elizabeth. elizabeth pollman, penn law, boardroom governance, corporate governance, secondary markets, governance, startups, regulatory entrepreneurship, venture capital, jobs act, boardroom, startup governance, vc, sunset provisions, private companies, dual class shares false full 3     0b729ba0-db0d-4cd2-a135-a52eee1ad6bf David Beatty: "Boards Should Invest More Time on Foresight"
  • His experience in Papua New Guinea [3:57]
  • Sailing in the South Pacific [7:17]
  • His first board: the OK Tedi Development Corporation [12:20]
  • His management roles: Gardiner Capital Group and Weston Foods [17:53]
  • The founding of the Canadian Coalition for Good Governance [19:29]
  • Peter Drucker's "Follow the Wagon Train Strategy" [21:35]
  • Board Games (Globe and Mail's ranking of Canada's corporate boards) [23:12]
  • Joining the Rotman School of Management (University of Toronto) [25:34]
  • The story of the ICD-Rotman Director Education Program [26:47]
  • Cultural advantage of Canada for director education [32:18]
  • Separating Chair/CEOs in Canada [33:41]
  • Short/Long term strategies for boards. His article in the Globe and Mail [35:37]
  • His take on dual-class share structures [40:07]
  • His take on ESG [47:00]
  • The job of a director: hindsight, oversight and foresight [49:30]
  • Directors as "gifted amateurs" [54:00]
  • His recommendation on director education [57:21]
  • On rowing [58:29]
  • His current state of mind: "most boards will never work" [01:00]
  • How to find David Beatty online: [01:02]
    1. LinkedIn
    2. Personal website: chairmanofboard.com
    3. The David and Sharon Johnston Centre for Corporate Governance Innovation

    • David R. Beatty is a Professor at the University of Toronto’s Rotman School of Management and is the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation. He is also the Founder of the ICD-Rotman Directors Education Program. The 12-day course is delivered across Canada in partnership with 10 other Universities and has trained over 6,000 senior Canadians. For his work in Corporate Governance he was made a Member of the Order of Canada in 2014. In 2018, the International Corporate Governance Network (ICGN), representing 80 asset managers and pension funds from 15 nations with a total of $35 trillion of assets under management, awarded him a Lifetime Achievement Award. 

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Fri, 22 May 2020 14:16:22 +0000 evan.epstein@pacificaglobal.com (David Beatty, Evan Epstein) https://boardroom-governance.com/episodes/david-beatty-_TnorNpZ
  • His experience in Papua New Guinea [3:57]
  • Sailing in the South Pacific [7:17]
  • His first board: the OK Tedi Development Corporation [12:20]
  • His management roles: Gardiner Capital Group and Weston Foods [17:53]
  • The founding of the Canadian Coalition for Good Governance [19:29]
  • Peter Drucker's "Follow the Wagon Train Strategy" [21:35]
  • Board Games (Globe and Mail's ranking of Canada's corporate boards) [23:12]
  • Joining the Rotman School of Management (University of Toronto) [25:34]
  • The story of the ICD-Rotman Director Education Program [26:47]
  • Cultural advantage of Canada for director education [32:18]
  • Separating Chair/CEOs in Canada [33:41]
  • Short/Long term strategies for boards. His article in the Globe and Mail [35:37]
  • His take on dual-class share structures [40:07]
  • His take on ESG [47:00]
  • The job of a director: hindsight, oversight and foresight [49:30]
  • Directors as "gifted amateurs" [54:00]
  • His recommendation on director education [57:21]
  • On rowing [58:29]
  • His current state of mind: "most boards will never work" [01:00]
  • How to find David Beatty online: [01:02]
    1. LinkedIn
    2. Personal website: chairmanofboard.com
    3. The David and Sharon Johnston Centre for Corporate Governance Innovation

    • David R. Beatty is a Professor at the University of Toronto’s Rotman School of Management and is the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation. He is also the Founder of the ICD-Rotman Directors Education Program. The 12-day course is delivered across Canada in partnership with 10 other Universities and has trained over 6,000 senior Canadians. For his work in Corporate Governance he was made a Member of the Order of Canada in 2014. In 2018, the International Corporate Governance Network (ICGN), representing 80 asset managers and pension funds from 15 nations with a total of $35 trillion of assets under management, awarded him a Lifetime Achievement Award. 

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     David Beatty: "Boards Should Invest More Time on Foresight" David Beatty, Evan Epstein 01:03:35 In this episode, I talk with David Beatty, one of the most experienced Canadian directors and educators about his career and thoughts on governance, including his service on 40 different boards of directors, 9 of them as Chair of public companies. We discuss several governance hot topics, including long-term strategies for boards, dual-class shares, ESG, the job of a director generally, the current state of boards, and more in this fascinating conversation. In this episode, I talk with David Beatty, one of the most experienced Canadian directors and educators about his career and thoughts on governance, including his service on 40 different boards of directors, 9 of them as Chair of public companies. We discuss several governance hot topics, including long-term strategies for boards, dual-class shares, ESG, the job of a director generally, the current state of boards, and more in this fascinating conversation. long term strategy, corporate governance, boards, chairman, board games, director education program, peter drucker, rotman school of management, icd, university of toronto, canada, the job of a director, esg, dual class shares false full 2     ac2da53d-1aa4-43af-a465-3b1b39c87729 Joe Grundfest: "Without Luck, Nothing Good Happens."
  • Start of Episode [1:31]
  • Luck and skill: "Without luck nothing good happens" [3:21]
  • Joe's experience as a Commissioner of the Securities and Exchange Commission [5:33]
  • Transition from the S.E.C. to Stanford Law School [8:16]
  • The story of Financial Engines [11:04]
  • Taking Financial Engines private [14:54]
  • The Oracle Derivative Litigation Case (2003) [17:17]
  • The KKR board [20:19]
  • The story of Stanford's Directors' College [23:31]
  • Federal-forum selection charter provisions and the Sciabacucchi case [27:34]
  • Elon Musk's coverage of D&O insurance for Tesla directors [32:24]
  • The rise of stakeholder capitalism and ESG [37:55]
  • Global warming [40:38]
  • Conflicts of interests in public and private companies [43:17]
  • Control in startups [48:28]
  • Rapid-fire questions [50:57]

    • Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and is a Senior Faculty of the Rock Center for Corporate Governance at Stanford University. Professor Grundfest is a nationally prominent expert on capital markets, corporate governance, and securities litigation. 

    __

     

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 12 May 2020 23:33:43 +0000 evan.epstein@pacificaglobal.com (Pacifica Global, LLC) https://boardroom-governance.com/episodes/without-luck-nothing-good-happens-YA7YVRLw
  • Start of Episode [1:31]
  • Luck and skill: "Without luck nothing good happens" [3:21]
  • Joe's experience as a Commissioner of the Securities and Exchange Commission [5:33]
  • Transition from the S.E.C. to Stanford Law School [8:16]
  • The story of Financial Engines [11:04]
  • Taking Financial Engines private [14:54]
  • The Oracle Derivative Litigation Case (2003) [17:17]
  • The KKR board [20:19]
  • The story of Stanford's Directors' College [23:31]
  • Federal-forum selection charter provisions and the Sciabacucchi case [27:34]
  • Elon Musk's coverage of D&O insurance for Tesla directors [32:24]
  • The rise of stakeholder capitalism and ESG [37:55]
  • Global warming [40:38]
  • Conflicts of interests in public and private companies [43:17]
  • Control in startups [48:28]
  • Rapid-fire questions [50:57]

    • Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and is a Senior Faculty of the Rock Center for Corporate Governance at Stanford University. Professor Grundfest is a nationally prominent expert on capital markets, corporate governance, and securities litigation. 

    __

     

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

     

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Joe Grundfest: "Without Luck, Nothing Good Happens." Pacifica Global, LLC 00:57:58 In this inaugural episode, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business at Stanford Law School, about his career and experience as a securities regulator, scholar, founder, corporate director and legal advisor. We touched on several governance hot topics, such as his pivotal role with federal-forum selection charter provisions and the Sciabacucchi case, Elon Musk's coverage of D&O insurance for Tesla directors, the rise of stakeholder capitalism and ESG, and distinctions between public and private (venture-backed) company governance. We finished with a round of rapid-fire questions with insights on Joe's overall approach to life. In this inaugural episode, I talk with Joe Grundfest, the William A. Franke Professor of Law and Business at Stanford Law School, about his career and experience as a securities regulator, scholar, founder, corporate director and legal advisor. We touched on several governance hot topics, such as his pivotal role with federal-forum selection charter provisions and the Sciabacucchi case, Elon Musk's coverage of D&O insurance for Tesla directors, the rise of stakeholder capitalism and ESG, and distinctions between public and private (venture-backed) company governance. We finished with a round of rapid-fire questions with insights on Joe's overall approach to life. directors college, stakeholder capitalism, corporate governance, elon musk, boards, fiduciary duties, joe grundfest, federal-forum selection charter provisions, d&o, governance, stanford, stanford law school, financial engines, startups, sciabacucchi, environmental social governance, boardrooms, sec, esg, conflicts of interests true full 1     41a3fe83-ba54-45fe-94f7-7c1092b5e663 Introducing Boardroom Governance with Evan Epstein Introducing Boardroom Governance with Evan Epstein:

    1. Short introduction of host.
    2. Premise of the podcast.
    3. Description: in-depth interview podcast to learn from some of the top corporate governance experts,  including world-class founders, scholars, board members, executives, investors and more.

    Thank you for tuning-in, and I encourage you to subscribe to this podcast if you're interested in corporate governance, board related matters, or leadership generally.

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Tue, 12 May 2020 12:47:00 +0000 evan.epstein@pacificaglobal.com (Evan Epstein) https://boardroom-governance.com/episodes/introducing-boardroom-governance-with-evan-epstein-6d2Xi5M0 Introducing Boardroom Governance with Evan Epstein:

    1. Short introduction of host.
    2. Premise of the podcast.
    3. Description: in-depth interview podcast to learn from some of the top corporate governance experts,  including world-class founders, scholars, board members, executives, investors and more.

    Thank you for tuning-in, and I encourage you to subscribe to this podcast if you're interested in corporate governance, board related matters, or leadership generally.

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

    Substack: https://evanepstein.substack.com/

    __

    To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

    __

    Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

    ]]>     Introducing Boardroom Governance with Evan Epstein Evan Epstein 00:02:01 Welcome to the Boardroom Governance podcast! In this short track, I introduce myself and describe the premise/format of the show. It's pretty simple: this is an in-depth interview podcast to learn from some of the top corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. Thank you for tuning-in, and I encourage you to subscribe to this podcast if you're interested in corporate governance, board-related matters, or leadership generally. You can find all the details of this show at www.boardroom-governance.com Welcome to the Boardroom Governance podcast! In this short track, I introduce myself and describe the premise/format of the show. It's pretty simple: this is an in-depth interview podcast to learn from some of the top corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. Thank you for tuning-in, and I encourage you to subscribe to this podcast if you're interested in corporate governance, board-related matters, or leadership generally. You can find all the details of this show at www.boardroom-governance.com boardroom governance, corporate governance, boards, trailer, director education, directors, new governance podcast, leadership, silicon valley false trailer