Boardroom Governance with Evan Epstein

0:00 -- Intro.1:38 -- Start of interview.3:23 -- Kate's origin story and her professional background.4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it’s working effectively." "The show does a very good job in linking governance with shareholder value."10:30 -- The role of the board in CEO succession.  Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)54:31 --   Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall’s request for a delay and Logan’s refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?   1:01:00-- Other thoughts for directors from Season 1 of Succession:Litigation risks from M&A. Leadership.Company Culture.Government and Regulatory matters. Corporate Purpose and ESG (and political interplay).Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.__ 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

0:00 -- Intro.1:41 -- Start of interview.2:58 -- On current market conditions. Impact of interest rate hikes by the Federal Reserve, particularly on banks.3:35 -- The gap between news coverage, what people think is happening and what actually is happening on the ground. The example of First Republic.15:37-- How 'bank runs' have changed. The Meme Run. "A meme is a first impression decision-making instrument."18:43 -- The media/general confusion over regulatory/supervisory agencies overseeing banks. FDIC and the Federal Reserve.20:50 -- On the Federal Reserve's Report on SVB (April 28, 2023). "Capital buffers are a universal antibiotic for all of these problems [but they are costly and represent a trade-off]." The role of the board in considering risks.32:48-- Should risk-management experts for risk-management committees of bank board be mandated? "Sometimes engaged, informed and thoughtful (but non-expert) directors ask the best questions."40:25 -- On executive compensation and incentives of bank executives (in light of the SVB Report). "The lack of a clawback (in this case) for a risk management failure is amiss."45:56 -- On whether short sellers in banks should be curtailed in these market conditions. 52:04 -- On the fate (and crisis) of regional banks. "Regional banks are the heart and soul of the American banking system." "I don't think that it's a good thing that big banks get any bigger." 57:34 -- On JP Morgan's acquisition of First Republic.1:00:24 -- How Silicon Valley will be impacted with the loss of SVB and First Republic. The "Industry Vertical Contagion": failure of banks that serve particular industries. "I don't think there is enough appreciation yet on how catastrophic it would have been to let depositors in the tech industry get wiped out or receive significant hair cuts [on SVB's failure]." "I'm glad that the Fed did the call that they did."1:07:59 -- Banking alternatives given low interest rates paid by banks to depositors. "It's an existential question for the entire industry." "Central bank digital currencies will really move the needle." [The Brazilian Central Bank created Pix, the Brazilian IP scheme that enables its users — people, companies and governmental entities — to send or receive payment transfers in few seconds at any time, including non-business days.]1:13:26 --   The future impact of U.S. fiscal policy and the national debt as it has surpassed $31 trillion (US Debt Ratio to GDP is currently at ~120%)Dan Siciliano is the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a company that provides capital to unicorn employees.__ 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

Bethany Mayer shares her journey from engineering to cybersecurity governance, emphasizing the importance of board knowledge in cybersecurity risks. The discussion dives into nation-state threats, intellectual property risks, and strategies for directors to stay informed. The podcast also explores challenges faced by Silicon Valley, Ruth Bader Ginsburg's influence, and the unusual hobby of birdwatching.

0:00 -- Intro.2:00 -- Start of interview.2:28 -- Karen's "origin story".3:24 -- Her management career at Procter & Gamble, Bain & Co (focusing on property and casualty insurance), Berol, GM, ICG and Ford (where she led the Corporate Venture Capital Group).11:12 -- Her transition to SF/Bay Area and tech  as CEO of Publicis & Hal Riney and AcademixDirect.13:23 -- Distinctions between operating in startups and public companies.14:20 -- On her board journey:Past board positions: portfolio companies from Ford's Corporate Venture Capital Group, Hanover Insurance (NYSE), AutoNation (NYSE), Circle Graphics, Telenav (ex Nasdaq), Dynamic Signal, and Renivent TechPartners Y (SPAC on Nasdaq).Current Board positions: Nauto, Metawave, Wind River, TPG Global (*Sr Advisor), CelLink (Chair), Vontier (Chair)(NYSE) and Polestar (Nasdaq).16:57 -- On distinctions between PE-backed and VC-backed company boards (and the role of independent directors in each).21:00 -- On serving as a director of a SPAC company (and distinctions between SPAC companies and the resulting public company from de-SPAC transactions. She's served on both capacities: with Reid Hoffman's Renivent TechPartners Y and Polestar (joining after it went public via a de-SPAC transaction).24:34 -- On serving in international company boards.30:50 -- The challenges and opportunities of the automotive industry's transition to EV. The impact of Tesla and Government incentives.36:02 -- On the role of Chair and/or lead independent directors. "Fundamentally, the Chair or Lead Independent Director is the CEO's Person."39:19 -- On the separation of the Chair and CEO roles. 41:47 -- Her advice on board evaluations.45:50-- Her take on ESG and the anti-ESG backlash. "The #1 target audience for this work is the employee base." "In today's world, talent is one of the most important and scarce assets that a company has, and any shareholder should care if the company is retaining talent."51:49 -- The books that have greatly influenced her life: The Rise and Fall of Great Powers, by Paul Kennedy (1987)Her Economics and French books in college.52:57 -- Her mentors, and what she learned from them. John Smale, former CEO of P&G and Chair of GM.Shelly Zimbler, former head of sales at P&G.53:56 --  Quotes she thinks of often or lives his life by: "Life is short."54:58 --   An unusual habit or an absurd thing that he loves: wine making. She owns a winery, Limerick Lane Cellars, in Healdsburg, California.56:42 -- On the impact of the collapse of SVB in the wine and tech industry.59:39 --   The living person she most admires: Oprah Winfrey.Karen C. Francis  is a Silicon Valley based corporate director with a strong track record of successfully building companies and businesses across multiple industries. Karen has deep domain knowledge in the automotive and advertising sectors and has embraced the opportunities that technology disruption is creating globally.__ 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

0:00 -- Intro.1:35 -- Start of interview.2:05 -- Alan's "origin story".2:43 -- On his background as a U.S. Air Force pilot.4:42 -- On the evolution of his academic career, including at and Stanford GSB and U. of Colorado Boulder.7:01 -- On his Professorship at Cambridge Judge Business School and his role as Co-Director of the Centre for Financial Reporting and Accountability.9:16 -- About the Cambridge Disinformation Summit, on July 27-28, 2023. "I would characterize fraud and greenwashing as disinformation." The difference between disinformation and misinformation.14:49-- His research on fraud is based mostly on public markets  (because public market data is more available than private market data).18:18 -- On ESG, anti-ESG and (the accounting and auditing of) greenwashing. On creation of the Cambridge Executive Master of Accounting to focus on some of these emerging matters.24:36 -- Challenges of ESG Ratings. "Despite the fact that it is challenging to measure, I think it's still worth engaging in it."30:24 -- On the SVB collapse, and its accounting/financial reporting issues.37:03 -- On geopolitics, the "uncoupling"/"re-balancing" of US/EU and China and the broader geopolitical landscape. "This is the highest geopolitical risk environment that I've ever lived through." 39:00 -- On microtargeting, and research by his colleague David Stillwell, the director of the Cambridge Psychometrics Centre.40:25 -- On the challenges with TikTok.42:12 -- On the disinformation challenges of Artificial Intelligence (AI).44:35 -- On the SEC amendments to modernize Rule 10b5-1 insider trading plans and related disclosures.47:58 -- Final take-aways for corporate directors: "You need to be paying attention to the information environment, more than just PR." "Your company is a both a political actor and a political target." "Having a Holistic Approach to Information is Critical."50:03 -- The (recent) books that have greatly influenced his life: Power, by Jeffrey Pfeffer (2010)Corruptible, by Brian Klaas (2021)Foolproof, by Sander Van Der Linden (2023)52:19 -- His mentors, and what he learned from them. Annette Beatty, Professor Fisher College of Business at Ohio State University.Joe Olenoski and Peggy Carnahan, (USAF retired)Greg Russo, USAF Captain during his pilot training.54:00 --  Quotes he thinks of often or lives his life by: "The Absence of Negative is Positive." 54:50--   An unusual habit or an absurd thing that he loves: he has watched every single episode of The Bachelor and Survivor franchises (including Australian Survivor). "It's a huge social manipulation game."56:12 --   The living person he most admires: "I sadly don't have an answer. I am waiting for some personality to start building community again."Alan Jagolinzer is a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives.__ You can follow Alan on social media at:Twitter: @jagolinzerLinkedIn: https://www.linkedin.com/in/jagolinzer/__ 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

0:00 -- Intro.1:35 -- Start of interview.2:05 -- Penny's "origin story".3:38 -- Her experience as CEO of Simplex including its IPO (2001) and later sale (2002).6:32 -- Her experience as CEO of FirstRain.7:57 -- On her board journey. Public boards (past and present): Rambus, JDSU, Faurecia (France), Lumentum, Smart Global, Forvia, Embarck Trucks. Private tech software company boards: Delphix and Modern Health.9:17 -- On distinctions between private and public boards. "A private VC-backed board is much more of a heavy lift than a public board... it's very interesting and you may not get paid [because it's based on stock]."13:35-- On serving as an independent director in a private VC-backed company during the down-cycle. How VCs are reacting. "It's better to take a lower valuation from a high-quality strategic individual than it is to chase the highest valuation because a bad investor will hurt you faster than anything else."16:00 -- On serving as Chair of public companies. "The biggest difference [between Chair and other directors] is that as Chair, you are the last to speak. It's really important to know that the role of the Chair is [to seek] the high quality functioning of the board and the participation of all the directors, not to share your opinion." "Leadership by listening rather than by speaking."18:12 -- On the separation of Chair and CEO roles. "It's really important that you really do have an independent board."20:29 -- On dual-class stock and founder control. "The benefit of dual-class stock with the benefit of a good founder is clarity of the strategy [preventing distraction]." "But there is a trade-off."23:35 -- On the role of the board in strategy and innovation. "You have to create a culture to challenge at the board level."26:30 -- Her take on ESG and the anti-ESG backlash. "I'm very pro-ESG, particularly E." "You have to have courage to lead." 33:33 -- On geopolitics and tensions with China. "We need more of a balancing than a decoupling (which is naive and unhealthy)." "The US has a complete chokehold on China for semiconductor manufacturing." "The semiconductor equipment comes from the US and Holland, and the software to design chips comes from California (dominated by two companies: Synopsis and Cadence)."39:06 -- On the transition to EVs in the automotive industry.40:38 -- On the evolution of boardroom diversity. "The California laws (SB-826 and AB-979), whether constitutional or not, brought great momentum for more board diversity."42:59 -- On her experience serving on French (and EU) company boards (which have board diversity quotas and union representatives on the board).47:55 -- How the automotive industry will change through technology and innovation. 50:24 -- The books that have greatly influenced her life (in this case, these books re-wired her brain on European history): From the Holy Mountain, by William Dalrymple (1997)The Silk Roads, a New History of the World, by Peter Frankopan (2015)52:10 -- Her mentors, and what she learned from them. Harvey Jones, former CEO of Synopsis. "the power of the great strategy."53:40 -- On founders or CEOs transitioning to the Chair role of the board. "I think it really depends on the founder."56:00 --  Quotes she thinks of often or lives his life by: "Damn the torpedoes, full speed ahead." 56:30 --   An unusual habit or an absurd thing that he loves: She loves the city of Rome.57:13 -- On the differences between the US and the UK/EU from a professional and cultural perspective. "As a woman, I couldn't imagine working in Europe in the 1980s or 1990s, and having any kind of career." "California is the best employment environment in the world for women in tech." "But to your general question: I would like to work in California and live in Europe."58:22 --   The living person he most admires: her father.Penny Herscher serves on four public company boards: Lumentum, SGH (Smart Global), Embark Trucks and Forvia SA and two private company boards, Delphix and Modern Health. She was President & CEO of two technology companies, Simplex and FirstRain, over the last 25 years. She is an experienced technology CEO, based in Silicon Valley, who took her first company, Simplex Solutions, public and then sold it to Cadence Design Systems in 2002. She sold her second company, FirstRain, to Ignite Technologies in 2017. Prior to Simplex, Penny was a member of the executive leadership team at Synopsys, through the IPO, on the way to becoming the #1 EDA company.__ 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

0:00 -- Intro.2:00 -- Start of interview.2:36 -- Paul's "origin story".4:13 -- On the SVB collapse and current banking crisis.8:04 -- On his time as a senior executive and corporate secretary at Time Warner (20 years).11:28 -- About The Conference Board (founded in 1916) and his role as the Executive Director of its ESG Center (founded in 2019).14:15 -- About their recent article “The Roles of the Board in the Era of ESG and Stakeholder Capitalism” (Feb, 2023). Focus on "the whom" (stakeholders) and "the what" (ESG).18:40 -- Paul's take on the BRT Restatement of the Purpose of the Corporation (2019) and corporate directors' fiduciary duties under Delaware law.23:51 -- On improving board evaluations.27:54 -- Enhancing Board Information and Stakeholder Engagement in the Era of ESG and Stakeholder Capitalism.30:03 -- Optimizing Board Composition, Structure, and Capabilities in the Era of ESG and Stakeholder Capitalism. "The leadership of your board is more critical than ever."33:50 -- Incorporating ESG and Stakeholder Interests into Board Business Decisions. 36:02 -- The dangers of greenwashing. "ESG does not eliminate the business cycle."40:02 -- On the "anti-ESG" backlash. "I would breakdown ESG backlash (resistance) into three components: 1) Healthy skepticism, 2) Philosophical or ideological opposition (the Milton Friedman stance), and 3) Opportunistic opposition: making ESG part of the culture wars: calling it "woke" or "elitist". "But if the question is re-framed as a question of economic opportunity, fairness and security (the #1 social issues for CEOs per TCB research). That's how you de-fang the opposition." "How can you be against the G in ESG? Do you really want bad governance? No."44:41-- On large asset managers passing-through voting power to beneficial owners. 48:00-- On geopolitics in the boardroom. "Boards need to do scenario planning."51:30 -- The books that have greatly influenced his life: He doesn't read biographies. He likes to read primary documents: other peoples' mail, letters and diaries. 53:57 -- His mentors, and what he learned from them ("in a meeting, park your ego at the door"). Judge David Tatel (DC Circuit)Justice David Souter (US Supreme Court)Dick Parsons (ex CEO of Time Warner)Jeff Bewkes (ex Chairman and CEO of Time Warner)Stan Lundine (former Lieutenant Governor of NY)55:31 --  Quotes he thinks of often or lives his life by: "I wish to be useful, and every kind of service necessary to the public good becomes honorable by being necessary." ~ Nathan Hale.56:42 --   An unusual habit or an absurd thing that he loves: "British murder mysteries."57:30 --   The living person he most admires: his 7-year old son Jacob.Paul Washington has led The Conference Board ESG Center, a US-based nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. Before joining The ESG Center, he served for nearly 20 years as an executive at Time Warner Inc., including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO.__ You can follow The Conference Board on social media at:Twitter: @ConferenceboardLinkedIn: https://www.linkedin.com/company/the-conference-board/__ 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

0:00 -- Intro.1:35 -- Start of interview.4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.9:23 -- His take on why we should care about corporate purpose.13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."51:57 -- On the compliance industry.  The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."53:50 -- On large asset managers passing-through voting power to beneficial owners.  "I'm deeply skeptical."55:44 -- The books that have greatly influenced his life: Mere Christianity, by C.S. Lewis (1952)Insider Trading and the Stock Market, by Henry G. Manne (1966)Fundamentals of Corporation Law, by Michael Dooley (1995)56:07 -- His mentors, and what he learned from them. Michael Dooley, who taught at the University of Virginia School of Law.56:48 --  Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]57:07 --   An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.57:46 --   The living person he most admires: Bishop Robert Barron.Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.__ You can follow Stephen on social media at:Twitter: @PrawfBainbridgeBlog: https://www.professorbainbridge.com/__ 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

0:00 -- Intro.1:51 -- Start of interview.2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown’s New York office. His writings in Mayer Brown's Across the Board's blog.4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. 9:02 --  Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareholders.14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.18:59 -- On the politicization of ESG, and Delaware's approach: "directors’ fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.) 25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG.  But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies. In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Larry on social media at:Twitter: @CunninghamProfLinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/__ 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

0:00 -- Intro.1:36 -- Start of interview.2:22 -- Jan's "origin story".6:34 -- On the background of the investment firm Van Eck, founded by his father John Van Eck in 1955.10:32 -- About Van Eck today (~$75 billion in AUM, 90% in ETFs). Jan started the ETF business in 2006.11:45 -- About his article "ESG Died in 2022: CEO Op-Ed." The problem of concentration of power by the big three (BlackRock, Vanguard and SSGA). Reference to the article: Bogle Sounds a Warning on Index Funds (WSJ, 2018).18:05 -- How to fix the problem of concentration of power. Some solutions provided by Jack Bogle.20:17 -- Jan's proposal: 5% ownership cap to deal with concentration of power. "We in the industry have to address this." Legislation is also needed to do this.23:22 -- The practice of large asset managers passing-through voting power to beneficial owners. 27:52 -- On geopolitics and China. "The sanctions risk is definitely a friction point with China." "China has an 'uncatchable' lead in energy transition technologies."37:23 -- On crypto regulation. "It's a rapidly changing situation." The promotion of safe practices from the NY regulator DFS. Example: its recent $100m settlement with Coinbase for significant failures in its compliance program ($50m fine and $50m to invest in its compliance program). "The SEC is started to make a look of power moves to grab more jurisdiction over crypto matters, expanding to banks (ie. proposed rules on custody of crypto assets.)"42:05 -- On restrictive crypto regulation in the US vs offshore.46:07 -- On the rise of private markets vs. public markets. "I'd love to see more companies go public."48:34 -- On dual-class share structures and founder control.50:01 -- The books that have greatly influenced his life: Two Cheers for Capitalism, by Irving Krystol (1978)51:45 -- His mentors, and what he learned from them. His father John Van EckJoe Grundfest, SLS.52:49 --  Quotes he thinks of often or lives his life by. From his mom: "Everyone needs love."54:09 --   An unusual habit or an absurd thing that he loves: he teaches a 16-unit class on history (financial structure) to summer interns at Van Eck.55:48 --   On his time in Silicon Valley, and economic cycles.57:35 --   On the trend of WFH, employee mobility post-pandemic, and the future of NY as a hub for finance.Jan Van Eck is the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees.__ You can follow Jan on social media at:Twitter: @JanvanEck3LinkedIn: https://www.linkedin.com/in/janfvaneck/__ 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