Boardroom Governance with Evan Epstein

(0:00) Intro.(1:04) About the podcast sponsor: The American College of Governance Counsel.(1:51) Start of interview.(2:54) Terry's "origin story." (5:18) The start of her legal career with O'Melveny & Myers.(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.(14:55) On the evolution of the purpose of the corporation and emergence of ESG.(17:28) Environmental risks and opportunities (the "E" in ESG)(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."(24:21) On the legal challenges to the SEC Climate Disclosure Rules.(28:11) Social risks and opportunities (the "S" in ESG).(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)(42:14) Challenges to Nasdaq Board Diversity Rule.(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).(46:22) BASF's Truth and Power Distinguished Speaker Series.(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)(52:29)  Books that have greatly influenced her life: My Life on the Road by Gloria Steinem (2015)Lady Justice by Dahlia Lithwick (2022)(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice)  and her Dad.(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)(55:55) An unusual habit or absurd thing that she loves.(56:14) The living person she most admires: Gloria Steinem.Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center. 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.(1:27) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview.(3:30) Mary's "origin story." (5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon).(7:50) The Theranos case and her representation of Tyler Schulz.(14:02) More about the SEC Whistleblower Program. (24:52) The Facebook (Meta) case and her representation of Frances Haugen. On the rise of whistleblowers in Silicon Valley: The Tech Worker Handbook (created by Ifeoma Ozoma, a whistleblower at Pinterest). The Silence No More Act (CA SB 331). Reference to Mark MacGann, the Uber whistleblower.(31:00) On the health hazards to whistleblowers. Reference to New England Journal of Medicine article on impact in whistle-blowers in cases of major health care fraud. Unfortunate death of Boeing Whistleblower. The Personal Toll of Whistle-Blowing (New Yorker Magazine).(37:52) On FCPA cases, and role of whistleblowers in foreign corruption enforced by the SEC and DOJ. Reference to the Billion Dollar Whale book.(47:19) Future trends on whistleblower cases and corporate governance practices (elevation of Chief Compliance Officers).(50:50)  Advice to board members: embrace whistleblowers and encourage speaking up. Reference to this study: Evidence on the Use and Efficacy of Internal Whistleblowing Systems.(52:37) Books that have greatly influenced her life: children books by William Steig (inspired her parenting).(53:17) Her mentor: Lisa Foster.(54:53)  Quotes that she thinks of often or lives her life by: "The arc of the moral universe is long, but it bends toward justice." (Martin Luther King, Jr)(55:53) An unusual habit or absurd thing that she loves.(56:18) The living person she most admires: whistleblowers generally, "I call them Truth Tellers and Up Standers".Mary Inman is a partner at Whistleblower Partners LLP, a new boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs.  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

Delve into Delaware corporate law with Katherine Henderson and Amy Simmerman as they discuss key cases, AI governance structures, shareholder activism, and securities claims. Explore their influential books, admire figures, and personal habits. Learn about Director and Officer Obligations, Governance Matters, and the intersection of securities claims and fiduciary duties.

(0:00) Intro.(2:27) About the podcast sponsor: The American College of Governance Counsel.(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].(4:17) Summary of the Trados case by Vice-Chancellor Laster. (9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. (28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).(39:04)  Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco. 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

Former Commissioner of the Brazilian Securities and Exchange Commission, Alexandre Rangel, discusses institutional investors' engagement in Latin America. Topics include local institutional investors and pension funds engagement in Brazil, stewardship codes, challenges of shareholder activism, enforcement and cooperation between U.S. and Brazilian regulators, governance of State-Owned Enterprises, geopolitical landscape, fintech developments in Brazil, and the future of corporate governance in Brazil.

(0:00) Intro.(0:55) About the podcast sponsor: The American College of Governance Counsel.(1:41) Start of interview.(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.(14:40)  On ESG backlash and regional differences. Importance of (institutional) investors.(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.(23:25)  On evolution of virtual meetings (board and stockholder meetings).(26:15)  On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).(32:13)  Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).(39:40)  Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.(47:00)  Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."(49:24) Book that has greatly influenced his life: The Prophet by Kahlil Gibran (1923)(49:50) His professional mentors (WSGR): Steve BochnerKatie MartinJose Macias(50:35)  Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. (51:10) An unusual habit or absurd thing that he loves.(51:58) The living person he most admires: his parents.Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. 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.(1:36) About this podcast's sponsor: The American College of Governance Counsel.(2:23) Start of interview.(3:33) On the collapse of SVB and its impact to Silicon Valley and the VC industry.(9:05) On the state of private markets. *Reference to Aileen Lee's post on Unicorn update (2013-2024).(14:35) How VCs are approaching tough conversations on shutdowns, downrounds and/or recaps in this down market cycle. *Reference to Scott's book Secrets of Sand Hill Road: Venture Capital and How to Get It (2019).(19:10) On the evolution of secondary markets (including founders taking secondaries) and the idea of staying private for longer ("SPL").(24:15) On startup compensation practices (stock option vesting schedules, RSUs).(26:21) On a16z's expansion to NYC (~80 employees) and internationally to London. (28:52) On geopolitics challenges, including China. (31:06) On the crypto industry (Web3) and its regulatory challenges. (34:37) On AI as an investment thesis.(35:30) On some of the novel corporate governance structures used by some leading AI companies (PBCs, LTBTs, etc). On the OpenAI board crisis.(38:37) Fraud in private markets.(41:44) On ESG and DEI in the venture-backed startup market. *Reference to a16z Cultural Leadership Fund and Talent x Opportunity (TXO). How LPs think about this, both in the US and abroad.(44:45) On California as a tech hub and some of its "exodus".(46:35) Corporate governance matters for late stage companies, independent directors and "overboarding" in the VC context.Scott Kupor is an investing partner focused on growth-stage companies building in the bio and healthcare industries, manages the firm’s investor relations team, and is responsible for the firm’s growth initiatives. You can follow Scott on social media at:Twitter (X): @skuporLinkedIn: https://www.linkedin.com/in/scottkupor/ 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

Former Chief Evangelist at Google and Chief Growth and Strategy Officer at Coveo, Nicolas Darveau-Garneau, discusses the future of Generative AI, the significance of AI in comparison to the internet wave, and the importance of board governance in AI. He highlights the risks of AI, including confidential information use and bias issues, and emphasizes the need for board members to take action and stay informed about AI developments.

Joe Grundfest, expert on governance and board members, discusses various topics including the collapse of SVB and other banks, downturn in VC-backed startups, growth of AI, OpenAI's board fiasco, crypto industry challenges, fraud in private markets, and the politicization of corporate governance. He also touches on the geopolitical aspect of AI and the regulatory concerns.

Professors Elizabeth Pollman and Yifat Aran discuss their article on founder CEO ouster, countervailing forces to founder/CEO power, conflict with regulators and investors, employee pressure in corporate governance, and other founder/CEO cases.