Boardroom Governance with Evan Epstein Richard Blake: WSGR's 2023 Silicon Valley 150 Corporate Governance Report.
(0:00) Intro.
(0:55) About the podcast sponsor: The American College of Governance Counsel.
(1:41) Start of interview.
(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.
(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.
(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.
(14:40) On ESG backlash and regional differences. Importance of (institutional) investors.
(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.
(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.
(23:25) On evolution of virtual meetings (board and stockholder meetings).
(26:15) On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).
(32:13) Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.
(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).
(39:40) Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.
(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.
(47:00) Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."
(49:24) Book that has greatly influenced his life:
- The Prophet by Kahlil Gibran (1923)
(49:50) His professional mentors (WSGR):
(50:35) Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith.
(51:10) An unusual habit or absurd thing that he loves.
(51:58) The living person he most admires: his parents.
Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings.
You can follow Evan on social media at:
X: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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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