Boardroom Governance with Evan Epstein (Evan Epstein)

1. Intro.
2. (1:16) - Start of interview
3. (2:04) - Nichol's "origin story"
4. (3:48) - Her beginnings with Glass Lewis & Co. in 2004.
5. (4:32) -  What is the proxy advisory business? What was the origin of Glass Lewis? Founded by Greg Taxin and Kevin Cameron in 2003.
6. (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. (7:51) - The proxy voting management platform "Viewpoint".
8. (9:51) - Proxy research at Glass Lewis: 28,000 research reports on public companies in 100 global markets.
9. (14:06) - Proxy advisory landscape in the U.S. and internationally. The Best Practice Principles Group (2013).
10. (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.
11. (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.
12. (29:32) - Current ownership of Glass Lewis: Ontario Teachers Pension Fund (80%) and Alberta Investment Management Corporation (20%).
13. (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.
14. (35:08) - Glass Lewis boardroom diversity efforts: starting in this proxy season they will be rating the level of disclosure on boardroom diversity.
15. (38:15) - On corporate purpose. Stakeholder capitalism.
16. (39:46) - On ESG and sustainability activism. "People [and institutional investors] are more aware."
17. (41:17) - On shareholder activism.
18. (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."
19. (45:00) - Prediction on regulatory changes with new incoming Administration in the US, Canada, India, EU, etc.
20. (46:30) - Her favorite books:
    1. Distant Neighbors, by Alan Riding (1984)
    2. Give and Take, by Adam Grant (2013)
21. (48:00) - Her mentors:
    1. Jorge Robles (Lawyer in Mexico)
    2. KT Rabin (ex CEO of Glass Lewis).
22. (49:21) - Her favorite quote: "Don't put off until tomorrow what you can do today." (Benjamin Franklin)
23. (49:51) - Her "unusual habit": Singing.
24. (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. 

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

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.

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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/

__

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

(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/

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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

(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/

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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

(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/

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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

(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/

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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

(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/

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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

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.

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This podcast is sponsored by the American College of Governance Counsel.

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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/

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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

1. His experience in Papua New Guinea [3:57]
2. Sailing in the South Pacific [7:17]
3. His first board: the OK Tedi Development Corporation [12:20]
4. His management roles: Gardiner Capital Group and Weston Foods [17:53]
5. The founding of the Canadian Coalition for Good Governance [19:29]
6. Peter Drucker's "Follow the Wagon Train Strategy" [21:35]
7. Board Games (Globe and Mail's ranking of Canada's corporate boards) [23:12]
8. Joining the Rotman School of Management (University of Toronto) [25:34]
9. The story of the ICD-Rotman Director Education Program [26:47]
10. Cultural advantage of Canada for director education [32:18]
11. Separating Chair/CEOs in Canada [33:41]
12. Short/Long term strategies for boards. His article in the Globe and Mail [35:37]
13. His take on dual-class share structures [40:07]
14. His take on ESG [47:00]
15. The job of a director: hindsight, oversight and foresight [49:30]
16. Directors as "gifted amateurs" [54:00]
17. His recommendation on director education [57:21]
18. On rowing [58:29]
19. His current state of mind: "most boards will never work" [01:00]
20. 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/

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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

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.

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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/

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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

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

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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

(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/

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(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/

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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

(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/

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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

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: 

• The Autobiography of Malcom X, by Malcom X and Alex Haley (1965)

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. 

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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/

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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

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. 

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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/

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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

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.

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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/

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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

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. 

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Twitter: @evanepstein

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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

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.

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This podcast is sponsored by the American College of Governance Counsel.

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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:

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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

1. Intro.
2. (1:40) - Start of interview.
3. (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.
4. (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."
5. (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.
6. (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."
7. (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."
8. (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."
9. (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.
10. (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]."
11. (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?"
12. (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).
13. (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."
14. (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."
15. (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."
16. (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."
17. (58:56) - His mentor: his father.
18. (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."
19. (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"!
20. (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. 

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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:

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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

1. Start of interview [1:25]
2. Esther's "origin story" [1:50]
3. Her experience at Occidental College [3:55]
4. Her transition from CA to Washington DC [4:36]
5. Introduction of the Latino Corporate Director Association (LCDA), founded in 2016 [6:20]
6. History of LCDA [7:15] Links with the Hispanic Association of Corporate Responsibility (HACR)
7. The Mission of LCDA is to 1) develop, 2) support & 3) increase the number of Latinos on Corporate Boards [8:56]
8. 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.
9. The LCDA Board Ready Institute for aspiring directors [12:10]
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)
11. 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.
12. 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.
13. "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]
14. 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.
15. "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)"
16. "Diversity is a business and governance imperative"
17. LCDA has a national campaign (starting in CA). They have a Latino Board Tracker. [36:40]
18. Her favorite authors: [38:30]
    1. Maya Angelou (poetry)
    2. Rodolfo Anaya (history)
    3. Martin Luther King (struggle)
19. 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)
20. 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:

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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

1. Start of interview [1:40]
2. Nick's "origin story", from New Jersey to California to Japan [3:33]
3. His first board experience with Alps Mapping ('00-'06) [7:34]
4. Why he founded the Board Director Training Institute of Japan in 2009 [12:40]
5. His WSJ article on "Japan's Coming Shareholder Revolution" (2001)  [19:42]
6. Japan's keiretsu system ("a defensive cross-shareholding wall") [21:04]
7. The historical resistance against having independent directors in Japan companies [23:25]
8. The effect of the ACCJ's white paper that led to Japan's Stewardship Code (2014) and Corporate Governance Code (2015) [24:40]
9. Why Japan needed a corporate governance code (to enhance corporate disclosure) [32:20]
10. Japan's change in board composition (now one third are independent directors) [34:52]
11. 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]
12.  His take on ESG and "stakeholder capitalism" [39:50]
13. 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]
14. Nick's recent proposal: "Redesigning corporations: Incentives Matter" (published in Harvard Law School Forum on Corporate Governance) [47:50]
15. The use of blockchain technology to track beneficial share ownership [57:17]
16. How to find Nicholas Benes online:
    1. Website: https://bdti.or.jp/en/
    2. Email: info@bdti.or.jp 
    3. Twitter: @benesjp 

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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:

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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

1. Intro.
2. (1:35) - Start of interview.
3. (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.
4. (3:53) - Her breakdown of banks: large, regional and community banks. At each level there is a significant difference in corporate governance.
5. (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).
6. (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.
7. (14:08) - What's Balco Holdings and why she's excited about her new CEO role.
8. (17:27) - How she thinks about security in CA, the impact of COVID-19 on how people behave, plus tech and cybersecurity trends.
9. (19:15) - How boards and companies should approach cybersecurity threats: "I think you need the cybersecurity expertise in the C-suite."
10. (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."
11. (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."
12. (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?
13. (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."
14. (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)
15. (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."
16. (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."
17. (42:12) - An unusual habit or an absurd thing that she loves: "I wear Uggs slippers all year long."
18. (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.

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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

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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

1. Intro.
2. (1:18) - Start of interview.
3. (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.
4. (8:05) - His decision to go to law school.
5. (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."
6. (14:38) - His time with Affirm (31st employee and first attorney). He was there between 2014 and 2019.
7. (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.
8. (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.
9. (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."
10. (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."
11. (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."
12. (41:39) - On the creation and purpose of UC Hastings Center for Business Law Roundtable on Financial Policy & Regulation.
13. (43:18) - On Board Diversity (California's SB-826, AB-979), Nasdaq Boardroom Diversity Rule.
14. (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)
15. (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.
16. (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)
17. (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. 

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

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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:

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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

(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/

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1. Start of Interview [1:51]
2. How is a16z dealing with COVID-19, plus its new Talent & Opportunity Fund [2:31]
3. Scott's professional background [3:48]
4. The shift from traditional VC firm to Registered Investment Advisor (to pursue investment opportunities beyond traditional equity, such as crypto) [6:00]
5. 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]
6. Andreessen Horowitz' different approach to support its portfolio CEOs post-investment (institutionalizing the network) [17:03]
7. Number of boards seats held by VC investors (and why it's different to public boards) [20:33]
8. Scott's take on dual-class shares, and distinctions in the private and public company context [25:13]
9. Scott's take on tenure-voting ("rethinking what's fair in corporate governance") [29:10]
10. Why a16z invested in the Long Term Stock Exchange [32:35]
11. Scott's recommendations to boards of venture-backed companies in down-rounds and M&A [36:09]
12. Trends of independent directors in venture-backed companies [40:00]
13. The rise of private markets in the tech financing ecosystem [42:46]
14. The new governance challenges of late stage private companies [44:20]
15. The Purpose of the Corporation and the Governance of Cryptonetworks [47:06]
16. 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]
17. His mentors: Marc Andreessen, Ben Horowitz. Early (informal mentor): Armin Weinberg [55:38]
18. 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.

___

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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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(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/

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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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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.

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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/

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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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(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/

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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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(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/ 

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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

1. (1:40) - Start of interview
2. (2:10) - David's "origin story"
3. (3:44) - His start with Wilson Sonsini in 1989.
4. (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.
5. (7:41) -  His take on the Long Term Stock Exchange.
6. (9:47) - His thoughts on why companies should list on the LTSE ("the market is wide open").
7. (11:03) - His take and role as an Advisor to the American Law Institute's Restatement of Corporate Governance.
8. (13:22) - His take on the Business Roundtable Restatement of the Purpose of the Corporation (2019) 
9. (14:05) - Some historical context for purpose of corporation debate (stakeholders vs stockholder primacy).
10. (16:49) - His advocacy in favor of dual-class stock.
11. (20:27) - His dislike of time-based sunset provisions, as proposed by CII ("one-size-fits-all sunset provision").
12. (24:42) - His take on distinguishing dual-class stock and a listing on the LTSE.
13. (25:55) - His view on tenure-voting.
14. (28:52) - His take on duties of directors in VC-backed companies in conflicted situations, since the Trados case.
15. (32:14) - The governance risks that he sees with the emergence of SPACs in 2020.
16. (34:53) - His take on the soaring stock market and the current tech boom.
17. (36:34) - His thoughts on WFH after pandemic and how it has impacted law firms and other sectors.
18. (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.
19. (44:06) - His take on California's SB-876 and AB-979 laws and the future of boardroom diversity.
20. (46:49) - Next big issues for boards and directors:
    1. Globalization
    2. Measuring externalities (such as carbon emissions).
21. (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)
22. (49:34) - Some of his mentors:
    1. Wallace Fowlie (at Duke).
    2. Bruce Payne (Ethics)
    3. Larry Sonsini (WSGR)
23. (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.
24. (51:27) - His "unusual habit" that he loves the most:
    1. Elephants. His true passion is wildlife conservation.
25. (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:

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

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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. 

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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

1. Start of Interview [1:45]
2. Mervyn King's origin story as an attorney in South Africa [2:51]
3. His first foray into corporate boards and later senior management roles [4:30]
4. Why he was asked to form a Corporate Governance Committee in 1992 [5:30]
5. The call from Nelson Mandela [06:07]
6. Professor Lynn Paine's article: The Error at the Heart of Corporate Leadership  [9:43]
7. How King framed the role of the corporation in the first King I Report in 1992 [12:10]
8. "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]
9. "The 20th century became the century of unsustainable development"  [14:02]
10. 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]
11. The premise of the King II Report: to address sustainability reporting in South Africa (2002) [17:22]
12. King on Larry Fink's (BlackRock) Letters to CEOs [21:17]
13. Accounting for sustainability was started as "Connected Reporting" by Sir Michael Peat [22:18]
14. The premise of the King III Report, to include integrated reporting (2009)  [23:02]
15. Addressing Accounting for Sustainability organized by Prince Charles in the U.K. [24:30]
16. The IIRC Integrated Reporting Framework (2013) [25:06]
17. "One of the proudest things in my life is that integrated thinking has been achieved" [26:21]
18. 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]
19. "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]
20. 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.
21. King on race, inter-generational ("add millenials on your board") and gender diversity on boards  [35:44]
22. "The first thing on the minds of Gen Z is climate change. That's the elephant in the room" [39:12]
23. "The mindset of boards has to be collaborative, compromising, with a long term outlook (particularly on climate change)" [41:13]
24. The lessons from South Africa on racial diversity in boards [42:53]
25. Governments should amend corporate laws to reflect that being a director is a very important profession.[44:24]
26. 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]
27. A book that influenced his life: "The Principles of Modern Company Law" by L.C.B Gower (1954)  [48:57]
28. Living person he most admires: Lynn Forrester de Rothschild, the founder and CEO of the Coalition of Inclusive Capitalism [53:38]
29. King on ESG and inclusive capitalism [56:44]
30. 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/

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(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:

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

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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

(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/ 

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(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/ 

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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

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:

• The Cipher Brief
• Cyber Initiatives Group
• Harvard Business Review  ("a lot of good articles on cyber governance")
• The Cyberwire

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.

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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

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.

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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:

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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

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.

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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

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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

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.

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 You can follow Mario on social media at:

Twitter: @MancusoOnline

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

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 You can follow Evan on social media at:

Twitter: @evanepstein

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

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You can follow Evan on social media at:

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

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(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/

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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

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. 

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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/

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Patreon: patreon.com/BoardroomGovernancePod

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You can follow Evan on social media at:

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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.

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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/

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Patreon: patreon.com/BoardroomGovernancePod

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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

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. 

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 You can follow Evan on social media at:

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

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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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(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/

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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

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.

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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/

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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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(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/

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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

(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/

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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

1. Start of interview. [1:40]
2. Marta's "origin story" from Brazil to Washington DC [2:21]
3. Her involvement with corporate governance education in Brazil with IBGC [6:31]
4. The impact of Lava Jato (operation car wash) in Brazilian corporate governance (2014) [8:33]
5. Her role coordinating the "comply or explain" Brazilian Corporate Governance Code [11:07]
6. What made her transition from Tozzini Freire to IDB Invest in 2017? [16:31]
7. What is IDB Invest? [19:13]
8. Description of the Corporate Governance Development Framework adopted by 34 development finance institutions (DFIs) that manage ~$850B [23:13]
9. 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]
10. How to coordinate the investment focus from the governance focus (time-management) [28:47]
11. 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]
12. The challenges for foreign investors in Latin American listed companies: protection of minority shareholder rights, transparency and related-party transactions [39:41]
13. 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]
14. IDB Invest has a special focus on small countries and islands ("S&I countries") [47:12]
15. The impact of Covid-19 in Latin America and IDB Invest's role in helping the region [49:39]
16. IDB Invest article and guidance for the role of the Board during Covid-19 [51:43]
17. Her favorite books: [55:54]
    1. The Trusted Advisor (Meister, Green & Galford)
    2. Crime and Punishment (Dostoyevsky)
18. 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)
19. 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]

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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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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.

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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/

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Patreon: patreon.com/BoardroomGovernancePod

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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.

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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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(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/

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1. Start of Interview [1:51]
2. Motivation for writing her Startup Governance Article [3:22]
3. Why are companies "staying private" for longer [6:18]
4. The JOBS Act amendment of Section 12(g) of the Exchange Act [7:30]
5. Discussion on secondary markets for private shares [10:00]
6. Challenges of startups "staying private forever" [11:54]
7. Distinctions between public and private market regulatory frameworks [13:36]
8. The vertical and horizontal startup governance issues [18:14]
9. Distinctions between preferred and common shares in VC-backed companies [19:54]
10. Monitoring failures in startup companies [27:50]
11. Dual Class Shares and Sunset Provisions [32:43]
12. 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]
13. Legal Factors that affect regulatory entrepreneurship [44:18]
14. Books that have influenced her life: On The Road and Ownership of Enterprise [46:30]
15. Her mentors [50:50]
16. 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”
17. Unusual habit or an absurd thing that she loves: Yayoi Kusama's art [57:05]
18. 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/

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1. Start of interview [1:30]
2. Jim's "origin story" [2:12]
3. How his experience at CalEPA led him to become a shareholder advocate [6:07]
4. His experience with Mark Latham, a former Berkeley Prof and Salomon Brothers banker on developing and promoting a new shareholder proposal method  [8:03]
5. His efforts to get elected to the CalPERS board [11:33]
6. CalPERS and the increasing influence of institutional investors in corporate governance  [12:53]
7. "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]
8. His Proxy Access petition to the SEC in 2002 [15:28]
9. Why his friends from social responsible investment (SRI) funds started filing shareholder proposals [16:57]
10. Pax World Funds was the first socially responsible investment fund. "Later on, SRI funds started engagement campaigns." [18:55]
11. "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]
12. Jim's take on "stakeholder capitalism" and BRT's restatement of the purpose of the corporation. [21:56]
13. Jim's shareholder proposals at BlackRock: His "hypocrisy proposal." [23:46]
14. 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]
15. Why he does what he does: "I am really pissed off with all these injustices" [27:20]
16. The influence of the book "A Nation of Small Shareholders" by Janice Traflet (2013) [28:47]
17. The problem of dual class shares [31:15]
18. 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]
19. Jim's Rulemaking Petition to the SEC for Real-Time Disclosure of Proxy Votes [34:19]
20. Why he files around 50 shareholder proposals per year [36:14]
21. The impact of COVID-19 on his work, and the advent of virtual shareholder meetings [37:14]
22. "There has been tremendous corporate governance progress on paper (not so much in reality)" [38:22]
23. How his work has enabled hedge funds to go after companies [39:18]
24. 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)
25. His favorite study: NSF meta-study from 45 years ago: workplace should be more democratic, employees should have more say. [44:42]
26. The living person he most admires: [48:05] Nell Minow.
27. The people that have most influenced his work: [49:06]
    1. Bob Monks
    2. Nell Minow
    3. Rich Koppes
    4. The Gilbert brothers.

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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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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

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Twitter: @evanepstein

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Patreon: patreon.com/BoardroomGovernancePod

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You can follow Evan on social media at:

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1. Intro.
2. (1:32) - Start of interview.
3. (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.
4. (6:04) - He is the founding faculty director of GW in NY (now in its 6th year).
5. (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.
6. (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).
7. (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.
8. (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.
9. (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)."
10. (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.
11. (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."]
12. (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)
13. (54:14) - His mentors:
    1. Originally, his headmaster at Girard College. Particularly on "values of loyalty and honesty."
    2. Warren Buffett.
    3. Lester Brickman.
14. (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.
15. (58:00) - His "unusual habit" that he loves: raking leaves, grass or twigs.
16. (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. 

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Twitter @evanepstein

Substack https://evanepstein.substack.com/

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You can follow Evan on social media at:

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(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/

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1. Start of interview [1:19]
2. 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)
3. His start as a Professor at the Stanford Graduate School of Business (2004-Present) [7:08]
4. 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."
5. 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]
6. 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."
7. 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)
8. 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).
9. 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.
10. 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.
11. 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)
12. 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.
13. 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"
14. 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).
15. 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:

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

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(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/

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(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/

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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

1. Intro.
2. (1:22) - Start of interview
3. (2:23) - Amy's "origin story"
4. (3:41) - Her time as a journalist at Businessweek (US, UK and Japan).
5. (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. (6:32) -  Her start at the Council of Institutional Investors in 2006.
7. (7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."
8. (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.
9. (10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.
10. (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."
11. (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."
12. (22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.
13. (24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.
14. (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.
15. (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."
16. (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."
17. (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
18. (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."
19. (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)
20. (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)
21. (54:31) - Her favorite (current) quotes:
    1. "Be curious not judgmental" (Walt Whitman)
    2. "To whom much is given, much will be required."
22. (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. 

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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

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

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(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/

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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

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.

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Patreon: patreon.com/BoardroomGovernancePod

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(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:

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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. 

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 You can follow Evan on social media at:

Twitter: @evanepstein

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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."

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Twitter: @evanepstein

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

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 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/

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 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/

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Patreon: patreon.com/BoardroomGovernancePod

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This podcast is sponsored by the American College of Governance Counsel.

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1. Intro.
2. (1:30) - Start of interview.
3. (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").
4. (5:37) - His time as the Global Head of Corporate Governance at Barclays Global Investors (2005-2009).
5. (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."
6. (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."
7. (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.
8. (19:38) - On the rise of institutional investors and their growing influence in corporate governance.
9. (24:28) - On the rise of stakeholder capitalism and ESG. "I think it's definitely here to stay."
10. (26:53) - The current state of play in shareholder activism.
11. (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]."
12. (36:53) - On board diversity and social changes. "This has impacted the investor dialogue, including human capital management."
13. (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).
14. (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.
15. (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).
16. (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).
17. (52:54) - An unusual or absurd habit that he loves: family tradition of watching "the price is right" (while they're home sick).
18. (53:35) - His time as Mayor of the City of Piedmont.
19. (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. 

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Twitter @evanepstein

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1. Intro.
2. (1:39) - Start of interview.
3. (2:15) - About UC Hastings and the Center for Business Law [that we are building together!]
4. (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.
5. (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.
6. (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."
7. (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".
8. (16:38) - The example of the Nine-West bankruptcy.
9. (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.
10. (23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed.  On the lucrative new bankruptcy director role.
11. (26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.
12. (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."
13. (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.
14. (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."
15. (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."
16. (38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).
17. (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.
18. (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.
19. (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. 

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Twitter @evanepstein

Substack https://evanepstein.substack.com/

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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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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).

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Twitter: https://twitter.com/NACD

LinkedIn: https://www.linkedin.com/company/national-association-of-corporate-directors/

YouTube: https://www.youtube.com/user/NACDVideos1

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(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/ 

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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

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.

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1. Intro.
2. (1:40) - Start of interview.
3. (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."
4. (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."
5. (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."
6. (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.
7. (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."
8. (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.
9. (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]."
10. (49:00) - On the rise of U.S. regional hubs ("the geography of tech"), and the geopolitical tensions with China.
11. (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)
12. (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.
13. (59:22) - Quotes that she thinks of often, or lives her life by: "The days are long, the years are short."
14. (59:33) - An unusual habit or an absurd thing that she loves: watching TikToks with her daughters.
15. (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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(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

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1. Intro.
2. (1:30) - Start of interview.
3. (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.
4. (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.
5. (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.
6. (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."
7. (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).
8. (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."
9. (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."
10. (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."
11. (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."
12. (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.
13. (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."
14. (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."
15. (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.
16. (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.
17. (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).
18. (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.
19. (48:08) - Her "unusual habit": searching weird rocks!
20. (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. 

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1. Intro of episode.
2. (1:18) - Start of interview
3. (1:52) - Aeisha's "origin story"
4. (2:31) - Her beginnings with  Salomon Smith Barney and Morgan Stanley in the "dot com" era.
5. (3:40) -  Her corporate governance beginnings with CalPERS.
6. (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.
7. (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).
8. (10:39) - On growth of corporate governance groups at CalSTRS (~15 people, "we call it our beehive") and CalPERS.
9. (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.
10. (14:50) - On her role as a board member of Golden 1 Credit Union.
11. (18:09) - History and focus of CalSTRS: $285B of assets under management. ~975,000 beneficiaries.
12. (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.
13. (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"
14. (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.
15. (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.
16. (37:57) - CalSTRS' ESG Focus. They want to expand the sustainability investment approach to private assets including infrastructure, PE and real estate.
17. (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."
18. (48:25) - On corporate purpose.
19. (50:18) - Her favorite books:
    1. Freakonomics, by Steven Levitt and Stephen Dubbner (2005)
    2. Life in Motion, by Misty Copeland (2014)
20. (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)
21. (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).
22. (53:48) - Her "unusual habit": anything to do with dance.
23. (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. 

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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

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

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(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/ 

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(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/

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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.

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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/

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

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1. (1:50) - Start of interview
2. (2:23) - Sukhinder's "origin story"
3. (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)
4. (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."
5. (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.
6. (11:50) - Why diversity is a bigger problem in private (venture-backed) companies than in public companies.
7. (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.
8. (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."
9. (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."
10. (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.
11. (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."
12. (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."
13. (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.
14. (36:27) - Her take on dual-class share structures and other control structures.
15. (39:46) - Her take on the shareholder primacy vs stakeholder debate. "Customer activism and employee activism are real and enduring trends."
16. (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.
17. (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)
18. (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.
19. (50:49) - Her favorite quote: "You don't know if you don't try"
20. (51:00) - Her "unusual habit": shopping, knitting.
21. (51:38) - The living person she most admires: her Sikh spiritual leader.
22. (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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LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

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(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. 

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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/

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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

(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

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 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/

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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

(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/

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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.

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You can follow Evan on social media at:

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

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(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/

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(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

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1. Intro.
2. (1:35) - Start of interview.
3. (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. (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. (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.)
6. (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."
7. (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.
8. (23:05) - On the prevalence (and complexities) of dual-class share structures in private companies.
9. (26:43) - On directors getting more than one vote ("disproportionate voting rights amongst directors"). Note DGCL 141(d).
10. (29:17) - The Peloton case and how dual-class shares may impact shareholder activism.
11. (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."
12. (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."
13. (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."
14. (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."
15. (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)
16. (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)
17. (54:08) - An unusual habit or an absurd thing that he loves: The English Premier League (fan of Tottenham Hotspur F.C.)
18. (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.  

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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

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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

1. Intro.
2. (1:42) - Start of interview.
3. (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. (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."
5. (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."
6. (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."
7. (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."
8. (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."
9. (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).
10. (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."
11. (27:10) - Her take on the "controversial" Coinbase CEO and Basecamp CEO statements.
12. (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."
13. (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.
14. (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."
15. (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."
16. (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."
17. (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)
18. (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)
19. (52:17) - Her mentors (outside her family):
    1. Robert A. Monks (business partner of 35 years).
20. (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.
21. (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."
22. (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."