Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom

Aug 18, 2025

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(0:00) Intro

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

(2:18) Start of interview. *Reference to E36 (June 2021) for personal/professional background, and E90 (March 2023)

(3:13) Celebrating 25 Years of the Weinberg Center

(3:47) Uncovering John Weinberg's 1948 Thesis. Details for the Symposium at the Weinberg Center on Oct 9, 2025.

(6:12) The role of boards and directors from a historical perspective. *Reference to Gilson and Gordon's article on Boards 3.0.

(8:17) The contribution of the Weinbergs to corporate governance: Sydney led Goldman Sachs from 1930 to 1969, and John led GS from 1976-1990.

(14:04) The Relevance of Historical Governance Debates. *Reference to the Startup Litigation Digest.

(16:53) Delaware's current corporate law challenges: charter competition with Nevada, Texas, and other states (and Fed Govt).

(24:35) The Impact of Delaware's SB 21 Legislation. *Reference to a16z's statement on leaving DE (and Larry's take on it). Reference to Delaware's SB 313 partially in response to the Moelis decision (on validity of stockholder agreements).

(33:10) On Delaware's DExit: "I barely see a trickle, let alone a flood."

(39:27) The Future of Delaware's Corporate Landscape

(44:17) Remembering Charlie Munger's Influence

(45:56) Warren Buffett's contribution to governance and the future of Berkshire Hathaway

(48:22) Goals for the Weinberg Center's Future

(49:55) The Evolving Role of Corporate Directors. "[B]oards of directors are here to oversee, not to be experts, to ask discerning questions, to press, to query, but not to micromanage or get in the way." "Nose in, fingers out" attributed to John Nash, founder of NACD.

Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters.

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