Intro.(1:18) - Start of interview.(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.(8:05) - His decision to go to law school.(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."(14:38) - His time with Affirm (31st employee and first attorney). He was there between 2014 and 2019.(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.(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.(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."(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."(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."(41:39) - On the creation and purpose of UC Hastings Center for Business Law Roundtable on Financial Policy & Regulation.(43:18) - On Board Diversity (California's SB-826, AB-979), Nasdaq Boardroom Diversity Rule.(46:14) - His three favorite books:One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)The Sound and the Fury by William Faulkner (1929)The Invisible Man by Ralph Ellison (1959)(46:47) - His mentors:His mom, who taught him grit.Gary Hernandez, former partner at SNR Denton (formerly Sonnenschein)Paula Boggs, musician and former GC at Starbucks.(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)(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. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Intro.(1:11) - Start of interview.(3:04) - Kendrick's "origin story". He was born in Vietnam and grew up in the Bay Area. After law school he worked at Goodwin Procter for a couple of years before taking a position in-house for a large fund-of-funds (Permal Group) in NYC. He then worked at the Stanford Rock Center with Joe Grunfdest.  After Stanford, he joined AngelList as the GC, and launched Republic in 2016.(4:37) - On the origin and mission statement of Republic. In 2016, Reg CF allowed equity crowdfunding from unaccredited investors for the first time. The vision is that "there will be a seismic shift of consumers wanting to be investors." "We call this the ownership economy." "This will become the dominant driving force in changing VC and PE, and broadly speaking, the financial markets in the coming years."(7:58) - The evolution of equity crowdfunding in the last 5 years. "It took the SEC 5 years to increase the cap from $1 million to $5 million in Reg CF, and $75 million in Reg A, effective since March 2021. "The first 5 years was slow, but now Republic has deployed $700 million in capital and much of it (over $600 million) came in the last 18 months."(10:13) - International crowdfunding. The UK allowed equity crowdfunding before the US, it has been a very successful model, the cap is $15 million and there are tax advantages to invest via crowdfunding. "About 20% of all early fundraising in UK tech startups comes from equity crowdfunding."(11:30) - Equity crowdfunding in the U.S. in 2020.(12:28) - Republic's different platforms. "Republic is as much a legal tech company as it is a just a tech company."(14:43) - His take on the evolution and growth of private markets: "There is no question in my mind that retail capital is coming to the private markets." "There will be many changes, mimicking changes in society." "This will give rise to a new multi-trillion market that will probably eclipse the size of VC and PE if you're just looking at tech."(18:17) - How "retail capital" will impact corporate governance (where institutional investors has reigned in both public and private markets). "Private companies will soon have a lot more stakeholders, including thousands investors from the customer base."(21:57) - How will venture capital change with the rise of retail capital. "The very top VCs (those with real value add) will remain important players, but the next cohort of VCs will need to be nimble to adjust to 1) the new forces of retail capital; and 2) other sources of capital that will enter the space." "The flow of capital will be more robust (from retail capital and high net worth capital) and it will challenge the VC market."(26:11) - How will VC-backed companies (or retail-backed companies) change the composition of their board or their corporate governance? "One of the advantages of raising $5 million in crowdfunding from tens of thousands of investors is that it is very founder-friendly, it does not come with a board seat." "It's still very early in the evolution of retail capital to work out these details." "Retail investors (tens of thousands of customers that may only invest $10 or $20 each in the company) may care more about the social narrative, liability or image of the company than their return on investment."(29:00) - Crowdfunding stories from Gumroad (raised $5 million from thousands of investors in 12 hours), Backstage Capital (raised $5m in exchange for 10% of the management fees and carried interest in the VC firm), Bucket List (raised ~$3m from ~30,000 investors), Robot Cache (a gaming company that raised ~$30m in a Reg A fundraising over 2 weeks) in the Republic platform.(31:21) - Some corporate governance implications of having retail investors in the cap table in private companies.(38:13) - How crypto has impacted the fundraising scene. Republic itself has raised ~$70 million since its founding, ~$50 million in equity and about $20 million in a token offering. Since 2018, Republicy Crypto has been on the forefront of the U.S. regulated securities fundraising in the blockchain space.(44:44) - On the governance of Blockchains, could it disrupt corporate governance itself and thoughts on Decentralized Autonomous Organizations ("DAOs"). "[One issue] is that organizations [in my subjective experience] tend to have a group of people that have superior knowledge, dedication and drive [so the idea] of consensus decision-making is challenging. It sounds good in theory but in practice is it compatible with building a complicated organization?" "Institutional investors are still not 100% on board with crypto."(53:05) - A recent book that he recommends: The 15 Commitments of Conscious Leadership (2015), by Jim Dethmer and Diana Chapman.(53:25) - His mentors:Joe Grundfest, Stanford Law School.Naval Ravikant, Co-Founder of AngelList.(54:15) - Quote that he thinks of often, or lives his life by: "Happiness is success."(55:35) - An unusual or absurd habit that he loves: Sleeping in sofas, even when there is a comfortable bed!(56:17) - The living person he most admires: there isn't one person (other than his parents). There is something to learn from everyone.Kendrick Nguyen is the Founder and CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Intro.(1:30) - Start of interview.(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").(5:37) - His time as the Global Head of Corporate Governance at Barclays Global Investors (2005-2009).(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."(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."(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.(19:38) - On the rise of institutional investors and their growing influence in corporate governance.(24:28) - On the rise of stakeholder capitalism and ESG. "I think it's definitely here to stay."(26:53) - The current state of play in shareholder activism.(31:20) - Two issues to consider in the current market:"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.""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]."(36:53) - On board diversity and social changes. "This has impacted the investor dialogue, including human capital management."(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).(47:28) - The books that have greatly influenced his life:Crossing to Safety (1987), by Wallace Stegner.The Return of Martin Guerre (1983), by Natalie Zemon Davis.(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).(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).(52:54) - An unusual or absurd habit that he loves: family tradition of watching "the price is right" (while they're home sick).(53:35) - His time as Mayor of the City of Piedmont.(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. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Intro.(1:24) - Start of interview.(1:54) - Priya's "origin story". She was born in India and grew up in Louisville, Kentucky. She went to Harvard college and studied law at Chicago Law School. After graduation she clerked for Judge Frank Magill (U.S. Court of Appeals for the Eighth Circuit, in North Dakota). She later joined WSGR as a corporate securities attorney during the dot com boom in Silicon Valley. In 2003, she joined Woodruff Sawyer to specialize in D&O insurance.(5:42) - On why she joined Woodruff Sawyer in 2003.(8:44) - On her experience joining the board of directors of public companies such as Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I (a SPAC).(11:26) - Priya's take on the evolution of the D&O insurance market since she started working in this industry in 2003. Current costs for IPOs, and SPACs ("the cost has gone up 4-5x in the last year or two").(16:58) - Her response to the increasing cost of D&O insurance (particularly for public offerings).(19:51) - On D&O insurance for private companies: "There is a cohort of carriers that will underwrite D&O insurance for smaller private companies almost on a fully automated basis, but firms come to see us when they reach ~$100 million in revenues (or typically at or after series C and D VC financings)." "Private companies do need D&O insurance, particularly if they want to attract good directors. It's important to highlight that private companies are also subject to the fraud provisions of the federal securities laws." [Note: last week, the Department of Justice announced the arrest of Manish Lachwani, co-founder and former CEO of HeadSpin Inc., a Silicon Valley-based private technology company, on charges of securities fraud and wire fraud perpetrated to raise money from investors. The SEC separately charged Lachwani with defrauding investors.] Litigation risks arise both from public enforcement (such as from the DOJ and SEC) and private enforcement (such as from shareholder litigation).(24:11) - Her take when a wealthy individual, not D&O insurance, indemnifies directors (a la Elon Musk). "It happens more in private companies than in public companies."(27:44) - Her take on the evolving litigation risks with SPACs (from regulators and plaintiff attorneys). "The SEC has been abundantly clear that they expect directors and officers of SPACs to do a lot of diligence." She highlights the SEC enforcement action in Ability Inc (2019). The number of securities class actions in SPACs is also on the rise. "There have been around ~110 De-SPAC transactions, and about 17% of them have been sued ["that seems high until you note that about 27% of the IPO cohort of 2018 has been sued."] There is also new litigation such as the complaint against Bill Ackman's SPAC alleging violations against the Investment Company Act of 1940 and the Investment Adviser Act of 1940, to which a group of over 60 law firms have responded ("[these complaints] are highly opportunistic, there is no question in my mind that they are hoping for a quick settlement to setup a cottage industry, and I sincerely hope that doesn't happen.")(35:40) - Her story on the Sciabacucchi case, Federal Forum Charter provisions and what's the latest on this front ("very few IPO claims were filed in state courts in 2021: only foreign filers or some that didn't get the memo to include federal forum charter provisions"). "This is the most important thing that [I've ever done] for corporate America."(44:07) - The books that have greatly influenced her life:Born to Run (2009), by Christopher McDougall.The Obstacle is the Way (2014), by Ryan Holiday.(47:34) - Her mentors: she would like to particularly mention her partner at Woodruff Sawyer: Denise Amantea.(49:13) - Quote that she thinks of often, or lives her life by:"If you're not humble, life will visit humbleness upon you" (Mike Tyson)."Pride goes before the fall" (favorite of her mom)(50:15) - An unusual or absurd habit that she loves: watching Alaskan sled dog racing!(51:11) - The living person she most admires: her parents.Priya Cherian Huskins is a partner and board member at Woodruff Sawyer, a commercial insurance brokerage. She is a leading expert on D&O insurance. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation,  NMI Holdings,  and Anzu Special Acquisition Corp I.  She can be reached via email at Priya@woodruffsawyer.com. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Intro.(1:25) - Start of interview.(2:14) - Maureen's "origin story".(3:00) - Why she focused on WeWork as the subject of her book "The Cult of We" with her WSJ colleague Eliot Brown. She took over the IPO beat at the WSJ in 2016, "when there were almost no IPOs." Tech companies were staying private for longer with a ton of capital flowing into the private markets. That's when she started following high flying unicorns such as Uber, Airbnb, Lyft and WeWork. "But I always heard things that were a little crazier about WeWork, a little more confusing, a lot of crazy stories about Adam Neumann, so it was always high in my radar, and then in 2019 came the IPO that wasn't."(4:39) - Discussion around the concept of "growth at all costs." "It's the driver of this story."(7:23) - Discussion around the concept of "the cult of the founder." How Adam Neumann was able to cash out around ~$500 million throughout the financing rounds (pre-exit), in addition to getting another ~$500 million in loans from banks. Her original article from July of 2019 uncovering "how Adam Neumann cashed out at least ~$700 million in sales and loans (from JPM, Credit Suisse and UBS)."(13:21) - The unusual co-founder arrangement between Adam Neumann (getting 83%) and Miguel McKelvey via WeHoldings LLC.(14:59) - Discussion around the ethos of Silicon Valley, culture mantra, corporate purpose, mission statements such as WeWork's "to elevate the world's consciousness", sustainability and ESG, and how WeWork co-opted many of these concepts.(19:33) - Discussion around the failure of gatekeepers and how mutual funds (such as T Rowe Price and Fidelity) and other sophisticated investors had FOMO and "aped" into WeWork at record high valuations.(23:52) - Discussion around Masoyoshi Son, Softbank's Vision Fund and how Masa invested and influenced the outcome of Adam Neumann and WeWork.(23:33) - How she and her co-author came up with a shorthand to think about Adam Neumann: a magician.(26:28) - Discussion around the board of directors of WeWork.(30:28) - Discussion around dual-class share structures and founder control. How WeWork's IPO decision was a way to clean up the company's corporate governance.(36:49) - WeWork's failed IPO, the fall of Adam Neumann (walking away with ~$2 billion...). Litigation outcome and Adam's current status.(43:31) - The books that have greatly influenced her life:The Bridge of San Luis Rey (1927), by Thornton Wilder.Say Nothing (2018), by Patrick Radden Keefe.Bad Blood (2018), by John Carreyrou.(47:46) - Her mentors: "In terms of journalism, it's important to have mentors but you also need to forge bonds with peers who can also become lifelong mentors."(49:15) - An unusual or absurd habit that she loves: watching bad TV with her daughters! (Hey Dude, Nickelodeon).(49:57) - The living person she most admires: (politics aside) Jimmy Carter.(52:14) - The WeWork movie (Jared Leto and Anne Hathaway will play Adam Neumann and Rebecca Neumann)Maureen Farrell is one of the co-authors of the bestselling book "The Cult of We: WeWork, Adam Neumann and the Great Startup Delusion", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket.She can be reached via email at Maureen.Farrell@wsj.com. Follow her on Twitter: @Maureenmfarrell.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Robin Ferracone, Founder and CEO of Farient Advisors and author of 'Fair Pay, Fair Play', shares her career journey from Indiana to the forefront of executive compensation. She discusses the evolution of executive pay, the need for U.S. companies to adopt stakeholder measures, and the significance of human capital in today's corporate landscape. Ferracone critiques 'moon shot equity grants', highlights the Exxon Mobil proxy fight as pivotal for corporate governance, and emphasizes aligning executive compensation with social and climate goals.

Intro.(1:40) - Start of interview.(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.(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."(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.(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."(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."(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."(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.(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]."(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?"(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).(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."(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."(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."(57:48) - The book that has greatly influenced his life: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."(58:56) - His mentor: his father.(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."(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"!(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. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn 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: @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

Intro.(1:39) - Start of interview.(2:15) - About UC Hastings and the Center for Business Law [that we are building together!](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.(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.(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."(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".(16:38) - The example of the Nine-West bankruptcy.(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.(23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed.  On the lucrative new bankruptcy director role.(26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.(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."(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.(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."(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."(38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).(40:17) - The books that have greatly influenced his life:Comic Wars (2002), by Dan Raviv.The Strategy of Conflict (1981), by Thomas Shelling.The Selfish Gene (1990), by Richard Dawkins.Germs, Guns and Steel (1997), by Jared Diamond.(41:30) - His mentors:J.David Singer, Professor at U. of Michigan.Jeffrey Fagan, Professor at Columbia Law School.Edward Morrison,  Professor at Columbia Law School.Robert Stark, Brown Rudnick.Michael Klausner, Professor at Stanford Law School.George Triantis, Professor at Stanford Law School.Kenneth Ayotte, Professor at Berkeley Law School.(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 •TwitterIf you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinSubstack 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: @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

Intro.(1:30) - Start of interview.(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.(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.(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.(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."(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).(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."(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."(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."(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."(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.(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."(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."(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.(43:58) - The books that have greatly influenced her life:Wuthering Heights (1847), by Emily Brontë.Seven Choices (2003), by Elizabeth Harper Neeld.Caste (2020), by Isabel Wilkerson.(45:47) - Her mentors:The editor at the newspaper where she worked post college that taught her how to write, in a week.Brian Rogers (former Chairman and CIO at T. Rowe Price).(47:21) - Her favorite quotes:"You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone."A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.(48:08) - Her "unusual habit": searching weird rocks!(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. __ You can follow Evan on social media at:Twitter @evanepsteinSubstack 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: @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

Intro.(1:32) - Start of interview.(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.(6:04) - He is the founding faculty director of GW in NY (now in its 6th year).(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.(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).(15:33) - His article on "Warren Buffett's 10 Commandments for Corporate Directors" (2017):Select an outstanding CEO.Set CEO performance standards.Adopt an owner orientation.Replace managers promptly when needed.Speak up to colleagues.Reach out to shareholders.Adjust social atmosphere of the boardroom.Compensation Committees: Negotiate.Audit Committees: Pry.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.(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.(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)."(41:34) - His take on ESG. Two different aspects:Why indexers choose ESG: 'they have a systemic business model.' They need a universal set of principles.Quality shareholders have been seeking 'doing good' for ever.(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."](52:67) - The books that have greatly influenced his life:Economics, by Paul Samuelson (1948)Economic Analysis of Law, by Richard Posner (1973)(54:14) - His mentors:Originally, his headmaster at Girard College. Particularly on "values of loyalty and honesty."Warren Buffett.Lester Brickman.(55:32) - His favorite quotes:"You can't soar like an eagle if you're surrounded by turkeys" by his father-in-law."Only go into business with people you like, trust and admire" by Warren Buffett.(58:00) - His "unusual habit" that he loves: raking leaves, grass or twigs.(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 @CunninghamProfIf you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinSubstack 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: @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