(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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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) About the podcast sponsor: The American College of Governance Counsel(2:21) Start of interview(3:00) Jonathan's origin story(5:10) His start in journalism(7:05) Founding Monitor Canada with Roger Martin (1987)(9:43) Transitioning to Deloitte Monitor (2013) (12:18) About Deloitte Canada’s Podium Club for Directors that he leads.(13:38) How Trump's tariffs may impact Canada (note: this podcast was recorded on 1/24, before tariffs went into place)(17:57) What is strategy? "I think of strategy as choice"(20:20) The role of the board in strategy. "The best CEOs seek advice from their boards, not a grade"(25:39) The questions board members ask matter. "The question is the asset" "Ask questions and question the answers" (30:40) Rethinking Board Information Approaches *Reference to Netflix board case study(33:30) Embracing Uncertainty and Risk(37:55) Private vs. Public Strategy Dynamics(42:10) The Role of Culture and Talent in Strategy (scope of company founders)(46:55) Key Strategic Priorities for Directors (beyond idiosyncrasies of each company): 1) Geopolitics; 2) Technological Shifts (AI, Cyber, etc); and 3) Talent (Workforce and People).(53:10) Books that have greatly influenced his life:Atlas Shrugged by Ayn Rand (1957)The Final Days by Bob Woodward and Carl Bernstein (1976)On Becoming a Person by Carl Rogers (1961)(55:58) His mentors.(56:41) Quotes that he thinks of often or lives his life by. Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors.  He is also Global Chair and former global Managing Partner of Monitor Deloitte. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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.(1:47) 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 AINora 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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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(2:06) About the podcast sponsor: The American College of Governance Counsel(2:53) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24)(4:53) The future of the SEC with Chairman Paul Atkins (6:30) New approach to crypto by SEC(9:40) On the politicization of corporate governance(10:48) On the future of ESG ("Extremely Subjective Guessing") and DEI ("Decrease Emphasis Immediately")(14:18) On DOGE, and how it plays out(17:13) On the influence of Silicon Valley in the new Trump Administration(21:40) On Delaware’s Corporate Landscape (two canaries in the coalmine: pre-IPO incorporations and re-domestications)(25:01) On the Tornetta v Musk case, and challenging the award of $345 million in attorneys' fees to the plaintiffs(28:54) AI and the malpractice insurance system. "How AI eats the world"(32:52) On OpenAI's structure and PBCs. On "exit tax" from converting from non-profit to for-profit.(36:49) How do corporations relate to (an increasingly polarized) society: big theme for 2025.(38:05) Biggest winner and loser in business in 2024(40:38) Biggest business surprise in 2024 (42:46) Best and worst corporate governance trend from 2024(43:05) What’s the biggest corporate governance trend to watch out for in 2025Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the Rock Center for Corporate Governance. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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:Wind, Sand and Stars by Antoine de Saint-Exupery (1939)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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

David Berger, a partner at Wilson Sonsini and president of the American College of Governance Counsel, shares insights on the evolving landscape of corporate governance. He discusses the impact of recent regulatory changes and the growing importance of ESG and DEI considerations. Berger explores the challenges faced by Delaware as a corporate hub and the rising trend of Public Benefit Corporations, especially in AI. He also highlights the shifting dynamics in the IPO market and predicts key governance trends to watch for in the coming years.

(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 2025Richard 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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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.(2:05) About the podcast sponsor: The American College of Governance Counsel.(2:52) Start of interview. (3:36) Tom's origin story.(5:37) The start of his career with Merrill Lynch (1991-2008).(7:00) The financial crisis and his transition to the NYSE (2009-2013).(10:53) His time at BlackRock (2013-2022).(15:14) Defining private markets: "VC-backed pre-IPO private companies typically worth $1b ie. unicorns." Comparing public and private markets. Impact of the JOBS Act (2012).(18:47) About the Nasdaq Private Market (NPM). Why companies do tender offers in private companies. Managing secondary liquidity.(26:31) Distinguishing liquidity for employees, founders, and investors (cap table cleanup). Function of IPO.(32:40) On regulation of private markets ("private markets are under regulated"). Difference between public and private markets: information asymmetry.(41:23) Current private market dynamics (2021-2024). "We're optimistic that 2025 will be a great year"(45:32) On the role of AI: "it has been the story of the public markets and private markets in 2024."(50:26) Books that have greatly influenced his life.How to Win Friends and Influence People, by Dale Carnegie (1936) Never Split the Difference, by Chris Voss (2016) "Tactical empathy"(52:52) His mentors. (54:47) Quote that he thinks of often or lives his life by: "Whether you think you can, or think you can't - you're right," (Henry Ford)(57:05) Cultural differences in venture between NY and Silicon Valley.(58:19) An unusual habit or absurd thing that he loves: he's a volunteer pilot for Dogs for Good.(59:38) The person he most admires.Tom Callahan is the CEO and Manager of the board of managers of Nasdaq Private Market (NPM). You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (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(3:27) 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: David:The World of Yesterday by Stefan Zweig  (1942)Lost in Translation: A Life in a New Language by Eva Hoffman (1989)The Anatomy of Corporate Law by Reiner Kraakman (2004)Drew: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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License