Boardroom Governance with Evan Epstein

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

(0:00) Intro.(1:42) Start of interview.(3:11) Joe's take on the rise of IPOs and SPACs since 2020. "There is a level where it is all entirely rational."(4:16) Staying private vs going public in this environment. "In today's world, companies have three alternatives: do another VC round, a SPAC or an IPO."(6:43) On the fundraising environment: "This is historically unprecedented... due to fiscal and monetary stimulus throughout the U.S. and global economies." "But you have to combine that with the observation that we really do have some fundamental technological and economic changes going on."(8:47) Are you bullish or bearish on the economy and markets? "I'm confused-ish"(10:46) On Bitcoin, and the new Bitcoin Law from El Salvador (making it legal tender in that country): It has serious repercussions for US law (currency vs security, money transmission, tax implications, etc).(12:56) On US public corporations adding Bitcoin to the corporate treasuries. On bitcoin mining ("dirty, dirty, dirty") and the distinctions between "proof of work" and "proof of stake" cryptos. On Elon's decision to not accept Bitcoin to purchase Teslas.(16:12) On DeFi: "Once regulators figure out what's going on here, they are going to try to crush it." "You know, the SEC has no idea what to do with crypto. The SEC is asking for legislation, they're actually begging for legislation, because if you get legislation, then it's not their job. Unless (the SEC's nightmare) Congress gives the SEC all the authority it needs to regulate crypto and says to the SEC: here you go, do it."(19:30) On DAOs: "They can lead to chaos. I mean, what is the governance structure? Each one of these has a very different governance structure. And one of the things that we know is that there's no perfect governance structure, right? If you want to over intellectualize this, go back to Ken Arrow's Impossibility Theorem where he demonstrated that there are lots of criteria we would like to see in a society and you can't simultaneously have them all. Well, you know, that's a super brainiac way of saying that governments are always going to fail to one degree or another. Putting the problem of social organization on the blockchain does not solve the problem of social organization. It simply replicates the problem on the blockchain, right? So why do people think that putting an insoluble problem on the blockchain solves the insoluble problem is an insoluble problem to me."(21:13) On the different approach to blockchain by computer scientists and lawyers. The Stanford Center for Blockchain Research. "What can I say? The computer science people don't get sued 25 times... you know, in computer science, your equations are generally fairly well behaved. And if you write a system, you know how it's going to operate. We're lawyers, we deal with people. Not only deal with people, we deal with plaintiffs. It's a very different problem. I mean look, in engineering you're often dealing with fairly well behaved systems. If systems were well-behaved, you wouldn't need lawyers. So what can I say? I only go where there's chaos and mayhem."(22:57) On SB-826 (gender) board diversity quota in CA: "the data suggests pretty strongly, almost conclusively, that SB-826 has worked. The number of women on corporate boards in California has increased significantly. The majority of corporations in CA are now in compliance with SB-826."(24:23) On AB-979 (minorities) board diversity quota in CA: "figuring out the effect of the AB 979 is more difficult. It's very hard to separate that out from what I call the George Floyd effect."(25:21) On the constitutionality of these laws: "there's a deeper mystery here. And something that I think is really more profound. If you look objectively at both pieces of legislation, and if you ask yourself, what's the probability that the U.S. Supreme court as currently composed (a 6-3 conservative majority) would find either one of these pieces of legislation is constitutional? The answer would be a resounding no." "The fascinating thing is typically when legislation is potentially unconstitutional, everybody's jumping up and down and they're suing to get it invalidated. Here, not only is that not happening, but the vast majority of corporations are complying with legislation."(27:33) "These bills are what I would call The Miracle of Unconstitutional Legislation: "These are the most effective unconstitutional pieces of legislation that I've ever seen in American history. And I think the answer for why they've been so successful is that at least when it comes to legislating the composition of corporate boards, the majority of America is out of tune with Supreme court doctrine regarding the existence of quotas." "Diversity on corporate boards is being treated very differently to diversity in other areas of society and the parties most directly affected aren't complaining about it. It's a remarkable situation."(31:08) On stakeholder capitalism and the BRT restatement of 2019: "This is nothing new. You always had to consider all of the constituencies, otherwise you're out of business."(34:45) On Engine No. 1 proxy fight with Exxon Mobil:  "This is huge. I think going forward, every proxy contest is going to be measured as either before Exxon or after Exxon. What it demonstrates is that in today's world, you don't need a large equity position. What you really need to understand is the story that is going to resonate with the large institutional investors. Engine No. 1  had a terrific story that resonated extraordinarily well. They had the perfect target because Exxon had built up a reputation over decades as being the most arrogant corporation in the United States. They'd basically refused to listen to institutional investors. You combine that with the big push towards ESG investing, and the fact that many institutions now feel they can't afford to be on the wrong side of ESG momentum. You know, it created a situation where if you were economically and politically smart, and these guys I think are, you would be able to leverage your position by a factor of 2,500 and grab three seats on the Exxon board of directors. They did something that people thought would have been impossible. And I think it's highly innovative and you're going to see many forums of what I would call corporate electoral innovation over the next year or two. And a lot of it will wind up pushing the ESG direction."(38:04) "Look, my joke line about ESG is that given the current state of the art, it stands for Extremely Subjective Guessing"!Joseph A. Grundfest is Stanford Law School Professor and an expert on capital markets, corporate governance, and securities litigation.  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.(1:42) - Start of interview.(2:28) - Nell's "origin story." She's the oldest of three girls, including former Harvard Law School Dean and current Professor Martha Minow. Her father, Newton Minow, was the Chairman of the FCC under JFK and authored a famous speech on the "vast wasteland" of TV (that still resonates 60 years later). She was influenced to speak out from an early age when she saw problems. Her ambition was to become a prosecutor but she moved to D.C., where she worked at the EPA and later at the White House OMB.(4:24) - On meeting Bob Monks, and being asked to join his "new startup" ISS in the mid 1980s (now the largest proxy advisory firm) to advise institutional investors on corporate governance. She didn't know much about corporate governance before joining ISS. "I arrived at the best possible time: the whole field was just beginning so I feel like George Washington or D.W.Griffith because I was there right at the start, out of pure luck." Since then, "Bob Monks and I have built and sold four different [corporate governance related] businesses."(6:57) -  On working as a shareholder activist with LENS ($100m fund) from 1990-2000: "All my career experiences have converged on system analysis: why things don't work as they are supposed to." "ISS had originally been conceived with an activist business plan, but it pivoted to focus instead on independent research for institutional investors. It was at Lens where we focused on activism."(10:23) - Strategy at Lens: "We bought stock in companies that were not living up to their potential." "About a third of companies would say that that they were already way ahead of us and had a plan in place, a third would say that the ideas were pretty good, and a third would fight us." "We did not have much AUM but we knew a lot of the institutional investors, and sometimes they would ask us to look at specific companies because they trusted us." "We sold Lens to Europe's largest institutional investor, however we kept the part we liked which was the in-house research, that became the Corporate Library."(12:43) - On starting The Corporate Library ("we called it intentionally the most non-controversial name because we had a reputation for being very provocative.") "We started by publishing reports on employment contracts of CEOs in S&P500." "My dream was to rate corporate boards like (AAA-to-junk) bonds, and that was the product that we developed, which we hoped to sell to investors [who did not buy it] but we sold them instead to D&O insurers [they loved it.]" "We later acquired GovernanceMetrics International (GMI) and took their name, and sold the whole shebang to MSCI."(17:44) - The history and focus of her current firm, ValueEdge Advisors: "We put on a conference every year for institutional investors, we prepare reports on various corporate governance issues for clients - it's sort of private label research."(18:48) - Her other focus as a movie critic. "The governance life is the frolic and detour, the movie life goes back as far as I can remember." Her favorite corporate governance movies: The Big Short, Owning Mahowny (featuring Philip Seymour Hoffman and involving the biggest bank embezzlement in Canada).(22:48) - Her take on politics in the boardroom. Discussion around her article "The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand.” "If the people listening to this podcast take-away one recommendation from me it would be the following: subscribe immediately to Judd Legum's newsletter called Popular Information. He keeps track of companies that stated in January that they would not make any political contributions to candidates that would not certify the elections [and failed to live up to those promises.]" "It's no longer possible for a CEO to remain neutral."(27:10) - Her take on the "controversial" Coinbase CEO and Basecamp CEO statements.(29:04) - Her take on the rise of ESG: "It's a bit the best of times and worst of times scenario":Best of times: ESG is supplemental to GAAP (which does not measure human capital well). "The difference between CSR and ESG is that the former had the implication of being sort of a trade-off (limiting profits for some kind of a balancing test) while ESG makes no concession of any kind, it's 100% financial and 100% about assessing risk." "So any claim that ESG is against shareholder value is not well founded." The second point is that ESG is a huge issue for Millennials and the next generation... they care tremendously about this topic (relevant for employers and employees)." This has led to a significant amount of capital pouring into ESG.Worst of times: "It's such a nascent field that there is no consistency, and the ambitions are in excess of the data that's available." "There are a lot of carpetbaggers coming in and labeling themselves as ESG who don't know what they are talking about."(34:12) - Her take on the BRT corporate purpose restatement (2019) and stakeholder capitalism: "Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable." (her article from Sept 2019). "The last thing I want is for CEOs to be making public policy and deciding how much pollutants they can put out in the air." If we had to rate general knowledge on ESG: on the "E" I would give us B- on our understanding of the relevant factors, on the "G" we could get a B+ on our understanding of governance risks, "S" is the big messy category where who knows what we are talking about." There are groups like SASB that are doing excellent work.(39:21) - Her take on boardroom diversity: "I am very supportive of the Nasdaq and Goldman Sachs approaches that are ultimately market based approaches." "I am not in favor of quotas." "I think we still have a long long way to go." "I would prefer that instead of a quota system we had a rebuttable presumption, for example: if you do not have at least a third of diverse directors in your board you should explain why not and what steps you're taking to improve." "I feel very strongly that if the CEO package is a disgrace, then you should vote no on pay, and on the members of the compensation committee - no matter if they are diverse directors." "If they can't get it right on pay, they should not be on comp committee or the board."(43:15) - Her take on private company governance and dual class shares: "I'm in favor of the market [letting the people create whatever governance and capital structures they want] but personally I would never buy limited voting stock [via dual class shares] in companies." "I am not in favor of prohibiting dual class shares but I think it's a bad idea." "I support CII's position of adding sunset provisions." "The important thing about governance is to have performance standards not design standards." "When we were grading boards of directors, the areas with most conflicts of interests [between boards and shareholders] were CEO pay [CEOs wanted less variability and shareholders want more variability] and M&A [most acquisitions don't add any value]." "Does the board make good decisions? That's the ultimate test, it's not because somebody is someone's second cousin or if there is diversity or if they put or not their governance policies on their website" "This is why I would always vote in favor of Berkshire Hathaway's board, they make good decisions."(48:08) - Her final take-away for public company directors: "We were very good at predicting what was wrong, never that good in predicting what was right. We were better at finding evidence of terrible rather than evidence of greatness, and that's why insurers loved our product because it was about risk." "You can get 90% of your way to governance by looking at CEO pay."(49:35) - The books that have greatly influenced her life:The Psychology of Everyday Things, by Donald Norman (1988)Bird by Bird, by Anne Lamott (1994)(50:31) - The movies that have mostly influenced her life:Sullivan's Travels, directed by Preston Sturges (1941)Inherit the Wind, directed by Stanley Kramer (1960) *she wrote a law review article on this movie: An Idea is a Greater Monument Than a Cathedral: Deciding How We Know What We Know in Inherit the Wind (1995)(52:17) - Her mentors (outside her family):Robert A. Monks (business partner of 35 years).(54:05) - Her favorite quotes:"It is not your responsibility to finish the work [of perfecting the world], but you are not free to desist from it either" Pirkei Avot  ("you don't have to do everything, but you have to do something")"The funniest mortals and the kindest are those who are most aware of the baffle of being, don't kid themselves our care is consolable but believe a laugh is less heartless than tears.” by W.H. Auden in a poem called “Tonight at Seven-Thirty." ("when corporate misbehavior is so outrageous it helps if I can laugh at it, and then get angry...")"Always take the high road, it will either shame the other side into good behavior or it will drive them crazy" Her mom.(56:08) - Her "unusual habit" that she loves: San Diego's Comi Con (she never misses it, and calls it the "Iowa Caucus of popular culture"). "The people there are the most passionate and independent minded fans."(56:55) - The living person she most admires: her parents. They exemplify what is to have a full life: "Speak truth to power, to be part of the solution, and to be always there for your family."Nell Minow is the Vice Chair of ValueEdge Advisors. She was Co-founder and Director of GMI Ratings from 2010 to 2014, and was Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Ms. Minow was a Principal of Lens, a $100 million investment firm that took positions in underperforming companies and used shareholder activism to increase their value. Her other professional experience includes serving as a Principal of Lens Investment Management, as President of Institutional Shareholder Services, Inc., and as an attorney at the U.S. Environmental Protection Agency, the Office of Management and Budget, and the Department of Justice. 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.(1:37) - Start of interview(2:19) - Jon's "origin story." He started as a sports journalist, later became press secretary to then NYC Comptroller Jay Goldin. His transition to asset management, founding his firm Sinclair Capital and leading the Investor Responsibility Research Center Institute (IRRCi) (succeeded by the Weinberg Center) focused on ESG and capital market issues.(4:48) - His experience with the NYC pension funds, CII and how he addresses the different "stages of governance" described in his book "Moving Beyond Modern Portfolio Theory: Investing That Matters." His historical perspective on corporate governance from the Dutch East India Company (1602). HBS Professors Myles Mace: "Boards are ornaments on a corporate Christmas tree" and Peter Drucker: "The one thing that all boards have in common is that they do not work." His experience with Creditors Committee at WorldCom. Corporate governance in the 1980s changed for two reasons:In a capitalist society whoever has capital, has power. By the 1980s, institutional investors became very influential with more assets under management.This was prompted in part by the greenmail scandals. In one year (1983-1984) this practice extracted $4bn from US corporationsThat prompted the formation of the Council of Institutional Investors (1985).(13:04) -  The disagreement is not over corporate governance, but rather over "optimal" corporate governance. This is so because capital is changing. "75%-94% of your returns is due to the systematic nature of the markets." The problem with MPT.(17:41) - The concept of "Beta Activism"(19:54) - The focus of his book "Moving Beyond MPT": "This is not a modest book: we are trying to redefine what investing is." "Stewardship for the benefit of the marketplace as a whole, to deal with systematic risk issues that  that we can't deal with mere diversification." More holistic and long term vision of how to improve the risk return of the market as a whole.(21:41) - Shareholder activism on ESG and sustainability ("Beta Activism"). Examples: Engine No.1 on Exxon, Climate Change. "There will also be changes on how shareholder resolutions will be crafted." For example: Yum Brands  on the systemic effects of the use of antibiotics in its supply chain by the end of 2021 (proposed by Paul Rissman and the Shareholder Commons). From individual companies to global/industry levels. Another example, new safety standards after the Vale scandals. "The problem is that somehow in the 1990s/2000s the shareholders figured out how to be first and last in the line."(26:16) - Debate on corporate purpose (shareholder primacy / stakeholder capitalism / benefit corporations). "I think the person who jumpstarted this discussion was Lynn Stout with her book the shareholder value myth." "You have to care about how companies are dealing with the health of the system as a whole." "But I still think that the governance of a company needs a final decision: that's the shareholders [on how to maximize the residual benefit but taking care of everyone else to do that." "I've always thought it was a false dichotomy [to think about shareholder primacy vs stakeholder capitalism.]" Alex Edman's book "Grow the Pie": shareholder value as a subset of societal value. Shareholders are at the back of the line.(30:30) - His perspective on international corporate governance trends. Cross-influence between the US and Europe. Asia. Taking into accounts culture. The last US administration tampered down ESG in the last 4 years.(35:29) - His take on public vs private companies (Wall Street vs Silicon Valley). The advent of dual class shares in Silicon Valley: "founder syndrome." There are different risk desires and appetites for smaller growth companies vs larger mature companies.(39:43) - His thoughts on western vs authoritarian vs the next dominant economic paradigm. "Confucian curse of living through interesting times."(43:15) - His favorite book: Fifth Business, by Robertson Davies (1970)(43:41) - His favorite play: As You Like It, by William Shakespeare(45:45) - His mentors:His sister (personal)Jay Goldin (professional)(47:38) - His favorite quote: "It's better to be approximately right than precisely wrong" and "Work hard and be nice to people" (new Michael Franti song)(48:30) - His "unusual habit": He loves to cook.(49:26) - The living person he most admires: his wife.(49:56) - His views on the future of NY post pandemic.Jon Lukomnik is the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund and a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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.(1:12) - Start of interview(1:54) - Janine's "origin story."(2:25) - Her path from law school to plaintiff litigation work, representing and training employers, and the founding of Emtrain.(5:40) - Her thoughts on lawyers transitioning to entrepreneurship, and her personal story with Emtrain: "I had this day job that was pretty directionally consistent with what I wanted to do in a technology aided fashion." "It was a big deal when I quit my day job in 2006 and all of a sudden there were five of us employed by Emtrain."(7:02) -  "The real transitioning point was in 2016-2017, after watching the SF trial of Ellen Pao v. Kleiner Perkins (2015), that seemed to me a seminal point. The beginning of harassment law as we know it began with another huge SF trial, the Baker Mackenzie case (1994). I watched both trials so I thought this would become another inflection point."(7:40) - I predicted the #MeToo movement in an article that I published on Medium. "Women everywhere are going to be so upset. The law is not an adequate channel to address these issues in real time, and social media is going to become the avenue to bring more accountability."(8:20) - "This is when I decided to take some outside capital for Emtrain." Her vision of Emtrain, and their new technology approach with predictive analytics and benchmarks.(13:03) - How technology has impacted her business offerings. Scaling from a one-dimensional compliance training program to two-way communication and multi-stakeholder engagement.(15:03) - Impact and take-aways from Emtrain's 2021 Workplace Culture Report (based on 20 million employee responses on workplace).(18:44) - Her take on the impact of COVID-19 and WFH policies in the workplace: "We have to be more intentional in virtual settings." We will have to navigate the "in-group / out-group" challenges and dynamics.(21:16) - The role of the board on ethics, respect and inclusion. "Laws follow people, people don't follow laws." "Younger generations are social justice warriors." Reputation impacts the corporate brand.(24:33) - The impact of ESG in her industry. "We are a tool in the tool chest to support and manage the corporate brand and how they're perceived by stakeholders."(27:23) - Her thoughts on the BRT 2019 restatement of corporate purpose and the rise of employee activism.(31:02) - Her take on corporate boardroom diversity. "If Theranos would've had any woman on its board, maybe she would've called b*%&t on Elizabeth Holmes". "Different people see different things." "What about the Purdue case, the social consequences are huge." "Compiling diversity metrics is a start, but that's like crawling. Where we need to go is understanding the KPIs and dynamics to reach a better trajectory."(38:19) - How she came up with the framework used by Emtrain. It's all about organizational behavior. Her take on the difference between US and European corporate approach to social issues.(40:48) - Her take on the recent exodus of people and companies from SF/Bay Area/CA and why she thinks CA will be fine.(44:23) - Her favorite books:Atlas Shrugged, by Ayn Rand (1957)Sci-fi and fantasy books.(47:13) - Her mentors: "I unfortunately was late in the game on having mentors" Recently I've connected with some great advisors:Frits Habermann, ex CTO of Lynda.com (acquired by LinkedIn)Steve Roop, formerly with Glassdoor.(48:52) - Her favorite quote: "Our strengths are our weaknesses and our weaknesses are our strengths"(49:33) - Her "unusual habit": I twirl my hair when I'm thinking!  She loves reading ("that's what winds me down")(50:24) - The living person she most admires right now: Bill Gates.(52:45) - Her parting thoughts for directors on how to deal with social issues:  "Every board member should think about their ethics, respect and inclusion as part of their reputation. They need to start operationalizing these matters within the organization."Janine Yancey is the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. Janine also worked as counsel at Liebert Cassidy Whitmore, served as Board Member of the Northern California Human Resources Association, and authored The HR Handbook, designed to help young tech companies navigate workplace laws.Janine earned her JD at University of California Hastings School of Law and a BA in English and Political Science at the University of California Berkeley.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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.(1:21) - Start of interview(2:07) - David's "origin story."(3:42) - His take on lawyers pursuing "non-traditional" careers. "I think that ESG as a career path is going to explode. This is only the beginning."(5:04) - Paul Weiss' Sustainability & ESG Advisory Practice Group.(9:02) -  How did "ESG" become a core topic of corporate governance? "There has been tremendous pressure on organizations to perform better, to be better corporate citizens." "It coalesced gravitationally in large part because of social media." "The investment community needed an organizing force."(16:22) - His take on the "purpose of the corporation" debate (shareholder capitalism vs stakeholder capitalism). "Companies are being held to account for their promises and obligations." "You can't make empty statements anymore." "The pressure shift is severe from a reputational risk." "I don't know of a non-financial consequence at a corporation, everything has a financial consequence." "We need to bring the legal community up to speed to where the business community is." "I call this phenomenon the Super Law: How ethical obligations can shape business and your practice."(22:28) - His take on board diversity. "It's the best example of Super Law." "The genie is out of the bottle on this issue." Nasdaq diversity proposal to the SEC. "One of the dirty little secrets of ESG is that the numbers are not audited, for the most part." "This will be the decade of reckoning... companies will be re-reporting."(30:08) - His take on the roundtables that he's led for the past 20 years (started when he was at Thomson Reuters, FiscalNote, etc). The idea is to convene cross-functional people to talk off-the-record about issues in a real way (private settings). In ESG, every company according to the FT can both a sinner and a saint.(37:13) - His take on the Biden's Administration approach to ESG. Re-signed to Paris Accord (climate change is key) and will deal with a lot of the "S" in the ESG. The EU and UK regulators have been active, and have been regulating US companies. He counsels clients that they have to own ESG programs (consistent policies and procedures).(42:39) - His parting thoughts for directors on ESG matters: 1) Education (learn non-legal components of ESG), 2) They can't rely on D&O insurance in this era. Board members are working really hard now. They can't just rely on management on these matters.(46:55) - His favorite books:Snow Falling on Cedars, by David Guterson (1995)Wherever You Go, There You Are, by Jon Kabat-Zinn (1994)Any book by Robert Caro ("a master at understanding power")(49:02) - His mentors:Brad Karp (Chairman of Paul Weiss) "a true beacon of the legal profession""I take the good and leave the rest from anybody I know" "I've learned some the best things in my life from some of the worst people that I've encountered."(51:22) - His favorite quotes:"You can't plan for the future until you predict the present" (everybody wants to move forward, very few people want to do the hard work of self-evaluation -- where you are now relative where you should be)"That's arrogance without portfolio" (in reference to arrogant people!)(53:21) - His "unusual habit": "open to everything and attached to nothing."  You should be open to experiences that you don't think will help you. Example: he's a professional chocolate taster.(55:09) - Which living person does he most admire: As a group, healthcare and essential workers.David Curran is Chief Sustainability and Environmental, Social and Governance (ESG) Officer at Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices.Dave is a recognized leader in helping complex organizations build resilience. In addition to his work in the ESG space, he has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. Dave has led many popular Thought Leadership conversations with senior executives on a variety of topics where business and technology intersect with the legal, compliance and risk ecosystems, including Transforming Law, Big Data, #MeToo and many others.Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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.(1:22) - Start of interview(2:23) - Amy's "origin story"(3:41) - Her time as a journalist at Businessweek (US, UK and Japan).(5:02) - Her return to the US in 1990, where her last beat was to cover the SEC and corporate governance (including corporate scandals from the early 2000s and SOX).(6:32) -  Her start at the Council of Institutional Investors in 2006.(7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."(9:23) - The three founding principles of CII:Investors benefit when corporate boards provide robust and effective oversight of management (directors are accountable to shareowners);Investors are more powerful when they speak with one voice; andInvestors are not monolithic so CII focuses on "big tent issues" where there is consensus.(10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.(12:31) - The evolution of governance since SOX in 2002. "When I joined CII, corporate governance was kind of a backwater." "Since then it has gone mainstream."(15:01) - Her take on BRT's purpose of the corporation restatement (2019) and CII's response letter. "At the end of the day, the north star for public companies is driving sustainable long term shareholder value."(22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.(24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.(26:15) - Her take on ESG. "We focus primarily on the G." "We think that strong governance standards and practices are the linchpin for appropriate attention to the E and the S issues." "We put governance first."CII's Special Reports and Publications.CII's Education Initiatives.(30:03) - "CII's policies on board diversity have always adopted a broad view of diversity including background, experience, age, gender, ethnicity and culture." "It's a bulwark against clubbiness, against having blinders on." "We believe diverse boards can be achieved without quotas."(32:44) - CII's policies on  dual class stock. "We've evolved into a compromise position [with sunset provisions]." "If you want to stay private fine, but if you want to tap the public markets you need to treat your public shareholders appropriately - there is a certain baseline expectation." "We have an international race to the bottom with London, HK, Singapore, etc allowing dual class share listings."(42:03) - CII's advocacy priorities for 2021:Investors rights and protections:Independent proxy research. CII's amicus brief in support of ISS lawsuit against the SEC.CII is opposed to SEC's Rule to Limit Shareholder Proposals (Amend Rule 14a-8)Sunset Provisions for Dual Class Shares.Clawbacks for executive compensation.Corporate disclosure:Climate change risk disclosure.Board diversity.Human capital disclosure.Political spending disclosure.Market systems and structures:Abuse of 10b5-1 Plans.Share buybacks: there should be stronger disclosures.End-to-end vote confirmation.Universal proxies in contested elections.High frequency tradingStock exchanges(48:06) - Her take on the GameStop saga, "the real danger there is that it undercuts public confidence and integrity of the markets, and that is not good. It's long term problem."(50:02) - Some of her favorite books:A Gentleman in Moscow, by Amor Towles (2016)Alexander Hamilton, by Ron Chernow (2005)Leadership: In Turbulent Times, by Doris Kearns Goodwin (2018)On corporate governance:Bad Blood, by John Carreyrou (2020)Too Big to Fail, by Andrew Ross Sorkin (2010)(52:25) - Her mentors (in addition to her father):Ann Yerger (former Exec Dir of CII)Ken Bertsch (former Exec Dir of CII)(54:31) - Her favorite (current) quotes:"Be curious not judgmental" (Walt Whitman)"To whom much is given, much will be required."(56:30) - Her "unusual habit": she loves architecture and city/urban planning.Amy Borrus became executive director of the Council of Institutional Investors (CII) in July 2020. She joined CII in 2006 as deputy director, and was interim executive director in 2015-2016. She serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. She also serves on the Best Practice Principles Oversight Committee, which will monitor principles underpinning services of leading proxy advisory firms. Prior to CII, she was a correspondent for Businessweek magazine for more than 20 years. Her journalism career included multi-year assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics and a B.A. in History and English from the University of PennsylvaniaIf you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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.(1:16) - Start of interview(2:04) - Nichol's "origin story"(3:48) - Her beginnings with Glass Lewis & Co. in 2004.(4:32) -  What is the proxy advisory business? What was the origin of Glass Lewis? Founded by Greg Taxin and Kevin Cameron in 2003.(7:17) - The evolution of the proxy advisory business. "Now we've become more of a trusted partner to institutional investors to navigate all [the corporate governance] issues."(7:51) - The proxy voting management platform "Viewpoint".(9:51) - Proxy research at Glass Lewis: 28,000 research reports on public companies in 100 global markets.(14:06) - Proxy advisory landscape in the U.S. and internationally. The Best Practice Principles Group (2013).(16:21) - The evolution of engagement with issuers ("Glass Lewis has about 1,500 engagements per year with issuers, across 40 countries in 20+ languages"). There are free and paid engagements.(22:00) - The regulatory landscape of proxy advisors. Heightened focus in last 5 years, and new regulations were passed in 2020 from the SEC and DoL.(29:32) - Current ownership of Glass Lewis: Ontario Teachers Pension Fund (80%) and Alberta Investment Management Corporation (20%).(32:14) - How they set their corporate governance principles and policy guidelines. They follow what matters to institutional investors (their clients). They also have a research advisory council from industry (that meets once a year). They look at regulations in different markets.(35:08) - Glass Lewis boardroom diversity efforts: starting in this proxy season they will be rating the level of disclosure on boardroom diversity.(38:15) - On corporate purpose. Stakeholder capitalism.(39:46) - On ESG and sustainability activism. "People [and institutional investors] are more aware."(41:17) - On shareholder activism.(43:25) - Her recommendations to US public company directors:Be engaged.Know your shareholder base.Have a plan.In terms of proxy advisors: stop viewing them as a threat. She encourages directors to engage with Glass Lewis, in its capacity as a trusted advisor to institutional investors. "Use us as a way to connect with investors."(45:00) - Prediction on regulatory changes with new incoming Administration in the US, Canada, India, EU, etc.(46:30) - Her favorite books:Distant Neighbors, by Alan Riding (1984)Give and Take, by Adam Grant (2013)(48:00) - Her mentors:Jorge Robles (Lawyer in Mexico)KT Rabin (ex CEO of Glass Lewis).(49:21) - Her favorite quote: "Don't put off until tomorrow what you can do today." (Benjamin Franklin)(49:51) - Her "unusual habit": Singing.(50:49) - The living person she most admires: Lots of women, including Kamala Harris, Nancy Pelosi and Michelle Obama. But the person she admires is her father.Nichol Garzon-Mitchell is a Senior Vice President and the General Counsel at Glass Lewis, one of the leading proxy advisory firms in the world. Glass Lewis has over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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 of episode.(1:18) - Start of interview(1:52) - Aeisha's "origin story"(2:31) - Her beginnings with  Salomon Smith Barney and Morgan Stanley in the "dot com" era.(3:40) -  Her corporate governance beginnings with CalPERS.(6:50) - How pension funds manage their proxy voting and stewardship. At CalSTRS they manage 9,000+ equities. Role of Proxy Advisors: they help triage proxy voting, allowing to focus on the most relevant issues.(9:17) - She would like to see more competition in the proxy advisory market (ISS and Glass Lewis). She would like to see as many inputs as possible (most informed decision).(10:39) - On growth of corporate governance groups at CalSTRS (~15 people, "we call it our beehive") and CalPERS.(11:26) - On structure of corporate governance group at CalSTRS: Sustainable investment and stewardship  strategies group ("SISS" team). Out of $285 billion of CalSTRS, the SISS team manages ~$8B in a portfolio of public equities (three basic strategies: 1) Passive around a low carbon index, 2) Activist managers, 3) Sustainability focus managers). They want to expand this strategy to private markets. They also have a team that works on strategic relations teams.(14:50) - On her role as a board member of Golden 1 Credit Union.(18:09) - History and focus of CalSTRS: $285B of assets under management. ~975,000 beneficiaries.(21:21) - Stewardship and engagement tools of CalSTRS, "The tools have grown over the last 15 years": 1) Proxy voting, 2) Private engagements, 3) Shareholder proposals, 4) Collaborative engagements (ie. Climate Action 100+, Human Capital Management Coalition, etc), 5) Public engagements.(23:27) - The CalSTRS' "Activist Stewardship" Model. This new form of stewardship is "one more tool in our tool chest"... "to be used in very limited circumstances". One of the first examples: the ExxonMobil campaign (with Engine No.1 and D.E.Shaw Group). "It's not about the size of investment, it's about credibility of the argument"(29:02) - The value of engagements. On number of CalSTRS' shareholder proposals (down significantly, from 25-50 per year to 3-4 per year) and private interactions with companies. They have a variety of initiatives:Diversity efforts.Climate Action.Human capital management.Pandemic Resilient 50.(34:53) - CalSTRS boardroom diversity efforts. The  Diverse Director DataSource (3D) (now transitioned to Equilar). Her thoughts on CA's SB-826 and AB-979.(37:57) - CalSTRS' ESG Focus. They want to expand the sustainability investment approach to private assets including infrastructure, PE and real estate.(41:36) - On CalSTRS' Corporate Governance Principles. "I like to think that at CalSTRS we are progressive in terms of our principles." Independence first and foremost. On Chair/CEO role and overboarding. "There are some issues that we are unwilling to waiver."(48:25) - On corporate purpose.(50:18) - Her favorite books:Freakonomics, by Steven Levitt and Stephen Dubbner (2005)Life in Motion, by Misty Copeland (2014)(51:16) - Her mentors (her father). Professionally:Ted White (former head of corporate governance at CalPERS)Anne Sheehan (former director of corporate governance at CalSTRS)(52:55) - Her favorite quote: "If you can’t explain it to a six-year-old, you probably don’t understand it yourself." (Albert Einstein).(53:48) - Her "unusual habit": anything to do with dance.(46:35) - Her parting thoughts to directors: "Remember who you're representing when you're sitting inside that boardroom. You're there to represent the interest of a broad shareholder group and your responsibility to them is to ensure a risk-adjusted return (considering all long term ESG risks, doing it in a responsible and ethical manner)."Aeisha Mastagni is a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion dollars in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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

(1:35) - Start of interview(2:23) - Peggy's "origin story"(3:04) - Her experience at Notre Dame (BA and JD)(4:17) - Her progression from Wall St. law firm work to Mellon Bank, JP Morgan, Pfizer, Sara Lee and Prudential.(6:17) -  Dennis Weatherstone (former CEO of JP Morgan) as a catalyst of #corpgov at the bank in the mid-90s.(7:00) - Her move to Pfizer, drawn by Terry Gallagher and Bill Steer focus on #corpgov (pre SOX 2002)(7:50) - The focus on governance in late 1990s - Peter Clapman at TIAA CREF and other institutional investors.(9:31) - On that first meeting of Pfizer's board leaders with institutional investors in 2007 (Marty Lipton referred to it as "another example of corporate governance run amuck").(10:51) - On the role of a Chief Governance Officer.(12:31) - Her transition to serving on boards (previously with the MONY Ground, MONY Life Insurance Company and Occidental Petroleum Corporation. Currently with the Orion Group Holdings).(16:36) - On the history and focus of Prudential Financial. "It's a company with a purpose, 146 years old, with an incredible partnership and commitment to Newark, NJ."(19:18) - Her take on the purpose of the corporation and the new BRT statement (2019). "It's nothing new, it was the same at Pfizer, it's a balance."(23:45) - Her take on b-corps, benefit corporations and public benefit corporations. "We just don't have a robust law and precedent, yet"(25:05) - Managing the "tone from the top" at the board level. "The culture is ingrained at Prudential."(28:00) - Her take on ESG. "I think it's always been there." Now it's just gone mainstream. On the environmental side, people like Tim Smith (Boston Trust Walden) and institutions such as CERES have been active for decades on these topics.(29:23) - On board diversity. "It's really more important to have broader diversity than just gender." This has gone mainstream too.(33:13) - Her take on climate change and sustainability.(35:07) - Her take on board education. "It depends: you need a tool box. For some boards it could be writing a memo, for other boards it's inviting outside expertise, and for others it's one of their own who has a specific background." More boards are adding experts in sustainability.(39:52) - Her thoughts on blockchain technology in corporate governance.(40:44) - Her recommendation to directors on shareholder activism. "You have to be your own activists." Duty to ask for questions, alternatives and seek long term value. "You're not there for the pastries."(43:00) - Her favorite books:The Bible.To Kill a Mockingbird, by Harper Lee (1960).Winesberg, Ohio, by Sherwood Anderson (1919)(43:59) - Her mentors (starting out all family members, her father). Professionally:Dennis Weatherstone  (ex CEO JP Morgan)Bill Steer (ex CEO Pfizer), David Shedlarz (ex CFO Pfizer), Karen Katen  (ex Vice Chair Pfizer)Jane Pfeiffer (from her first board at MONY)(45:33) - Her favorite quote: "Speak the truth but leave quickly"(46:81) - Her "unusual habit": cleaning.(46:35) - The living person she most admires: she looks at people's character.Sarah Teslik (Partner, Joele Frank)Elise Walter (ex Chair of the SEC, and director of Occidental Petroleum Corporation)Peggy Foran is the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company. She currently serves as an active member of many influential advisory boards including the Council of Institutional Investors, the American College of Governance Counsel, the American Bar Association, Catalyst, the Weinberg Center for Corporate Governance, NACD, the Center for Audit Quality (CAQ), the International Integrated Reporting Council, ICGN, and the Society for Corporate Governance.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __Follow Evan on: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