Boardroom Governance with Evan Epstein

Erik Gerding, a Capital Markets partner at Freshfields and former SEC Director, shares insights on the complexity of global governance. He discusses the SEC's evolving stance on Foreign Private Issuers and how recent regulations impact compliance. Gerding also addresses the rise of AI and its regulatory implications, emphasizing the importance of clear guidelines. With a focus on cybersecurity, he highlights new SEC mandates for disclosure. Lastly, he examines trends in IPOs and the shifting environment for corporate governance.

(0:00) Intro(1:30) About the podcast sponsor: The American College of Governance Counsel(2:16) Start of interview(3:09) Jack's origin story(4:11) The Accounting Foundation. His time at PriceWaterhouse (1987-1992)(5:45) His Startup/Executive Journey. Electronics for Imaging => Apptitude => NetRatings => Atheros => Qualcomm(12:15) Transitioning to Board Service. His start with Silicon Labs (2013)(12:26) His time as CFO at GoPro (2014-2016)(13:55) His focus on boards since 2016 (~10 public boards, ~15 overall since)(14:41) Differences between public and private company board service.(18:55) The Current IPO Landscape plus staying private for longer vs going public.(24:45) Founder Dynamics in Governance and the Dual-Class Share Debate. "In general, I don't like dual-class shares (...) I blame the banks for this." His experience at Casper and ThredUp. "I don't believe in sunset provisions above 7 years. Frankly, I think 3 years is long enough"(32:10) Navigating Shareholder Activism. His experience with Mellanox (sold to NVIDIA for $6.9B) and Box (won proxy fight).(37:27) His support for Classified Boards(40:27) AI and Semiconductor Future. His board position at NatCast, a non-profit entity designated to operate the National Semiconductor Technology Center (NSTC) by the Department of Commerce. Reference to his TEDx talk: "Why Technology is Not Silicon Valley's Real Innovation" (2016)(48:40) Geopolitical Challenges in Tech(53:04) The Importance of Risk Planning by the board (downside plans, "defcon processes", etc)(54:54) Books that have greatly influenced his life:The Goal, by Eliyahu M. Goldratt (1984)Good to Great, by Jim Collins (2001) (55:49) His mentors:Chuck Robel, from Price WaterhouseIrwin Federman, the Chairman of MellanoxBill Elmore, Founder Foundation CapitalAndy Rappaport, August Capital(57:39) Quotes that he thinks of often or lives his life by.(59:12) An unusual habit or an absurd thing that he loves.(01:00:41) The living person he most admires.Jack Lazar has more than 30 years of Silicon Valley experience with a focus on finance and operations. He currently serves on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board.  You can follow Evan on social media at:X: @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 to this episode(1:43) About the podcast sponsor: The American College of Governance Counsel.(2:30) Start of interview(3:09) Walker Newell's origin story(6:38) Lenin Lopez' origin story(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.(14:00) The Importance of Corporate Governance(14:38) On the Gallagher merger (WS was acquired for $1.2B)(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA(26:23) Delaware vs. Texas and Nevada(29:00) Understanding Delaware's SB21. Books and records demands. D&O questionnaires.(33:18) The current state of IPOs and SPACs (and impact of D&O insurance pricing)(37:33) The trend of SPAC companies incorporated in the Cayman Islands. SEC revisiting Foreign Private Issuer eligibility.(41:15) Trends in Securities Class Actions (~60% filed against tech or biotech companies).(47:24) Litigation in Private Markets. *Reference to Startup Litigation Digest(53:27) The hardships of life-science companies(56:15) How the federal and status regulatory apparatus is evolving, particularly on AI.(58:52) The evolving role (and burdens) of board members. Example: DOJ whistleblower rules(1:01:21) What are the 1-3 books that have greatly influenced your life: Lenin: The Life and Death of Ivan Ilych by Leo Tolstoy (1902)Walker:The Savage Detectives by Roberto Bolaño (1998)Maus: A Survivor's Tale by Art Spiegelman (1991)(1:04:03) Who were their mentors, and what they learned from them.(1:06:27) Quotes they think of often or live their life by.Lenin: "Al mal tiempo, buena cara"Walker: "Enjoy every sandwich"(1:08:22) An unusual habit or an absurd thing that they love.(1:09:50) The living person they most admireLenin: Tony HawkWalker: Rory McIlroy 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

This episode marks the fifth anniversary of the Boardroom Governance Podcast and Newsletter.In this solo edition, I reflect on:The origin of the podcast and newsletter, both launched during the pandemicKey lessons from over 175 episodes with leading voices in corporate governanceThe Boardroom Governance SummitMy role leading the Center for Business Law at UC Law SFThe Startup Litigation DigestThe VC-Backed Board Academy (VCBA)What’s next for the Boardroom Governance communityMentioned in this episode:Boardroom Governance Podcast Archive: https://boardroom-governance.comBoardroom Governance Newsletter: https://evanepstein.substack.comStartup Litigation Digest: https://startuplitigation.substack.comVC-Backed Board Academy (VCBA): https://cbl.uclawsf.edu/programs/vcba/Contact Evan: epsteinevan@uclawsf.eduIf you’ve enjoyed the podcast over the years, please consider leaving a rating or review. Your feedback helps expand the conversation around boardroom governance. You can follow Evan on social media at:X: @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 (1:49) About the podcast sponsor: The American College of Governance Counsel(2:36) Introduction by Professor Anat Admati, Stanford Graduate School of Business. Read the event coverage from Stanford's CASI.(4:14) Start of Interview(4:45) What inspired Karen to write this book and how she got started with journalism.(8:00) OpenAI's Nonprofit Origin Story(8:45) Sam Altman and Elon Musk's Collaboration(10:39) The Shift to For-Profit(12:12) On the original split between Musk and Altman over control of OpenAI(14:36) The Concept of AI Empires(18:04) About concept of "benefit to humanity" and OpenAI's mission "to ensure that AGI benefits all of humanity"(20:30) On Sam Altman's Ouster and OpenAI's Boardroom Drama (Nov 2023) "Doomers vs Boomers"(26:05) Investor Dynamics Post-Ouster of Sam Altman(28:21) Prominent Departures from OpenAI (ie Elon Musk, Dario Amodei, Ilya Sutskever, Mira Murati, etc)(30:55) The Geopolitics of AI: U.S. vs. China(32:37) The "What about China" Card used by US companies to ward off regulation.(34:26) "Scaling at All Costs is not leading us in a good place"(36:46) Karen's preference on ethical AI development "I really want there to be more participatory AI development. And I think about the full supply chain of AI development when I say that."(39:53) Her biggest hope and fear for the future "the greatest threat of these AI empires is the erosion of democracy."(43:34) The case of Chilean Community Activism and Empowerment(47:20) Recreating human intelligence and the example of Joseph Weizenbaum, MIT (Computer Power and Human Reason, 1976)(51:15) OpenAI's current AI research capabilities: "I think it's asymptotic because they have started tapping out of their scaling paradigm"(53:26) The state (and importance of) open source development of AI. "We need things to be more open"(55:08) The Bill Gates demo on chatGPT acing the AP Biology test.(58:54) Funding academic AI research and the public policy question on the role of Government.(1:01:11) Recommendations for Startups and UniversitiesKaren Hao is the author of Empire of AI (Penguin Press, May 2025) and an award-winning journalist covering the intersections of AI & society. You can follow Evan on social media at:X: @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(1:09) About the podcast sponsor: The American College of Governance Counsel(1:56) Start of interview(2:39) Michal's origin story(5:05) Her start in journalism in Silicon Valley with Business 2.0. magazine and later at Fortune Magazine.(7:45) Her project Operation Firewall (audible original podcast involving cybersecurity)(11:40) The current state of tech, particularly AI, in Silicon Valley. "I tend to be cautiously optimistic"(14:59) On Mira Murati's Thinking Machine Labs founder control. *Michal's profile of Murati in Fortune (2023)(16:00) On AI companies' fiduciary duties "to humanity"(18:05) "For me, the jury is still out for OpenAI" *my reference to the episode with Tyler Shultz (E142)(21:27) Her take on Riyadh, based on a recent MPW Summit that they hosted for Fortune in Saudi Arabia. *Saudi 2030 Vision(29:10) On the her new podcast: What's Your Number? looking at the Israeli economy, but through a global lens.(33:38) On the politicization of the boardroom (and pushback to ESG and DEI).(38:05) Her profile of Bob Lee in Esquire "Sex, Drugs, and Murder in Tech Land" (Feb 2025)(42:33) The changing narrative of technology. "I think that creativity is missing"(44:03) Books that have greatly influenced her life:Hiroshima by John Hersey (1946)Old Testament(45:17) Her mentors:Adam Lushinsky Stephanie Mehta(46:23) Quotes that she thinks of often or lives her life by: "Your happiness in life is directly proportional to the number of tough conversations you're willing to have." (47:35) An unusual habit or an absurd thing that she loves.(48:46) The living person she most admires.Michal Lev-Ram is a Silicon Valley-based journalist who writes about the intersecting (and sometimes colliding) worlds of tech, culture, and politics. You can follow Evan on social media at:X: @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(1:37) About the podcast sponsor: The American College of Governance Counsel(2:24) Start of interview(3:10) Alex's origin story(5:56) His advisory boards and other board positions. On the importance of the academic practitioner nexus.(7:02) About his book May Contain Lies (2024)(10:07) About confirmation bias, relevant to corporate directors.(11:48) About black and white thinking (binary thinking).(14:44) Dissent in the boardroom. How in the UK directors don't have "skin the game" (no equity compensation).(21:59) On his "ladder of misinference": helps understand how misinformation can be perpetuated by misinterpreting the steps in a logical argument. The four key stages are: a statement is not fact, a fact is not data, data is not evidence, and evidence is not proof.(27:27) On his book "Grow the Pie" and the shareholder and stakeholder debate.(30:13) On the pushback against ESG in the US ("pushback is better than backlash"). His paper The End of ESG (2023)(32:53) On the use and misuse of board diversity data. His paper: (Diversity) Equity and Inclusion (2023)(40:34) On AI and the boardroom(44:15) On Public Benefit Corporations (PBCs). (49:23) The value of scientific research for boards(50:27) Books that has greatly influenced his life:The 7 Habits of Highly Effective People by Stephen Covey (1989)The Little Prince by Antoine to Saint-Exupéry (1943)The Alchemist by Paulo Coelho (1988)(53:12) His mentors:His dadWilliam Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley)Learning from every situation(54:25) Quotes that he thinks of often or lives his life by: "You can do everything you want to and be everything you want to be but not all at once" (Laurie Hodrick). "You don't know how many times you'll get to play in your life so if you do get the chance you've got to rock it big time" (Tony Mortimer, East 17)(56:53) An unusual habit or an absurd thing that he loves: exercising daily.(59:06) The living person he most admires: Stuart Pearce.Alex Edmans is a Professor at London Business School, Fellow of the British Academy; and Fellow of the Academy of Social Sciences. You can follow Evan on social media at:X: @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(1:14) About the podcast sponsor: The American College of Governance Counsel(2:01) Start of interview(4:38) His professional background starting with Skadden in Delaware.(5:08) About his corporate governance practice at Dechert LLP(8:10) How Delaware Came to Dominate U.S. Incorporations(13:14) What prompted the pushback against Delaware(15:12) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)(18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.(22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144)(24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)(26:06) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."(30:45) Changes to Section 220 Shareholder Inspection Rights by SB21.(34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"(37:00) Competing States: Nevada and Texas (40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.(44:50) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)(45:47) His mentors:Mark Thierfelder (Co-Chair, Dechert) Eric Waxman (Ares Management) Tom Allingham (former partner at Skadden)(46:58) Quotes that he thinks of often or lives his life by.(47:52) An unusual habit or an absurd thing that he loves. (49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III.Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters. You can follow Evan on social media at:X: @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(1:30) About the podcast sponsor: The American College of Governance Counsel(2:17) Start of interview(3:01) Roy's origin story. (6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025)(9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill.(12:45) Extraterritorial Reach of the CS3D(14:20) What US board must do to comply with CS3D(16:32) Oversight Duties Under U.S. Law ("Caremark Duties")(23:10) Linking Caremark Duties with CS3D(26:00) Sanctions for Non-Compliance with CS3D(29:47) Compliance and Enforcement Mechanisms(33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21(34:26) Changes to Section 144 (controlling shareholder transactions) (37:15) Changes to Section 220, Shareholder Inspection Rights(41:33) Changes to independent director analysis by Delaware's SB21(45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now."(46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here.(48:27) Books that have greatly influenced his life. (49:10) His mentors.Professor Mark Roe (Harvard Law School)Professor Luigi Zingales (Chicago Business School)(49:50) Quotes that he thinks of often or lives his life by: "Control what you can control."(50:27) An unusual habit or an absurd thing that he loves. Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance. You can follow Evan on social media at:X: @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(1:26) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:45) Robin's origin story(3:55) About the AI Law and Innovation Institute.(5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need a red team of skeptics.(9:58) Boards and AI Ethics. Robin's Rules of Order for AI. Rule #1: Distinguish Real-time Dangers from Distant Dangers(15:21) Antitrust Concerns in AI(18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective."(23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means."(26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country."(29:03) AI in the Financial Industry(33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them."(35:43) Her new book "AI vs IP. Rewriting Creativity" (coming out July 2025).(37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach."(38:26) Books that have greatly influenced her life:Rashi's Commentary on the BibleTalmud(39:06) Her mentors.Professor Robert WeisbergProfessor Gerald Gunther(41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime."(42:34) An unusual habit or an absurd thing that she loves. Robin Feldman is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF. You can follow Evan on social media at:X: @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