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.

Larry Clinton, CEO of the Internet Security Alliance, discusses the economics of cybersecurity and why cyberattacks are so profitable. He emphasizes the need to understand the motives behind these attacks. The podcast also covers China's cybersecurity threats, the NACD/ISA Director's Handbook on Cyber-Risk Oversight, and the role of directors in cybersecurity. Clinton shares influential quotes, talks about his admiration for Barack Obama, and introduces an upcoming TV program on cybersecurity.

*Prior episodes reviewing Succession:Season 1: E98 (May 22, 2023)Season 2: E102 (June 26, 2023)Season 3: E109 (Sept 11 , 2023)0:00 -- Intro.2:12-- About the podcast sponsor: The American College of Governance Counsel.2:58 -- Start of interview.3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."6:41 --  Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."09:47 --  On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."43:54 -- On the last boardroom scene, voting for the GoJo takeover.46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a corporation make decisions?" "People, process, policies." "What's the structure for decision making? Who gets to make the decision?  Joe: "Of the many tasks a CEO has, one of the most important is to find his successor [...] a CEO should have somebody lined up." 52:30 -- Final thoughts on the show. Joe: "I do think that some founders subconsciously want their company to fail after they're gone. They want this idea that only I could have built this and nobody can succeed me and do it as well as I did. And that's what I think was going on in season two. And I think maybe that's what's going on throughout Logan's, the four seasons that we watched Logan." Kate: "Logan Roy did nothing to make his children the kind of serious people who could take over for him. He thought there was only one him and the company dies with him. And it turns out that's probably kind of true."Kate O'Leary is the Global Executive Litigation Counsel at General Electric.Joe Nocera is a distinguished business journalist and author.  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