Boardroom Governance with Evan Epstein

0:00 -- Intro.1:21 -- Start of interview.2:10 -- Lisa's "origin story" 2:59 -- Her connection to Japan.6:29 -- Her experience in investing banking, mostly with Goldman Sachs (20-year career).15:55 -- On her board journey, and the distinctions between serving on private (VC or PE backed) and public boards.19:57 -- On Extraordinary Women on Boards, the organization she co-founded in 2017  to amplify the impact of women inside boardrooms and beyond.  "To be clear, I did not set out to start an organization, this has been totally organic." "There was just a desire for a community of peers who already had a seat at the table in the boardroom." 25:04 -- On current market conditions and impact of pandemic in boardrooms. "I think we are in a high velocity environment of tremendous change, there is a lot of uncertainty." "The remit for directors exploded during the pandemic." "What has changed most for directors is the pace of change, how do you keep up with that?"31:55 -- On the role of the board on growth and down cycles. "One of the hardest things to do when things are going well is making sure to ask a lot of (tough) questions." "There is an opportunity to institutionalize in the boardroom the role of somebody to ask the tough questions, to play the devil's advocate."36:40 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.42:27 -- On boardroom dynamics and progress on boardroom diversity.46:43 -- On geopolitics in the boardroom, particularly on "decoupling" or "de-risking" supply chains with China.48:52 -- Topic in her mind: thinking about the board as a team. 50:58 -- Her take on board evaluations: The good, the bad and the ugly. "You only know as much as you've experienced."53:38 -- A book that has greatly influenced her life: The Choice, by Dr. Edith Eger (2017). 54:43-- Her mentors, and what she learned from them: "I have a lot of mentors who are my peers."56:01 -- Quotes she thinks of often or lives her life by: "To live your life by design not default" (from The Decade Game by Carolyn Buck Luce) and "Define yourself by your aspirations, not your limitations" (Cathie Black).57:45 -- An unusual habit or an absurd thing that she loves.58:54 -- The living person she most admires: her sons.Lisa Shalett is a former Goldman Sachs Partner who serves as a corporate advisor and independent board director. She’s also the co-founder of Extraordinary Women on Boards (EWOB), an organization whose mission is to amplify the impact of women inside boardrooms and beyond.  __ You can follow Lisa on social media at:Twitter: @lisashalettLinkedIn: https://www.linkedin.com/in/lisashalett/Extraordinary Women on Boards: https://www.ewobnetwork.com/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.1:38 -- Start of interview.2:31 -- Benjamin Mean's "origin story."  He is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.4:14 -- On family businesses, legal education and the Family and Small Business Program at the University of South Carolina School of Law.5:55 -- Douglas Moll's "origin story."  He is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 9:41 -- Most corporations in the US are closely held. [There are 33.2 million small businesses in the US, which account for 99.9% of all US businesses (SBA, 2022). The Small Business Administration (SBA) defines a small business as a firm that has fewer than 500 employees.] [Half of all U.S. employees work for small businesses.] Moll: "Think of business organizations on a spectrum: on one end of the spectrum you have public corporations, on the other end you have a wide range of corporations whose stock is not publicly traded."12:37 -- Definition of a "closely held corporation": "It's a surprisingly not easy to answer question." "The easiest way to define a closely held corporation is to say that it is a corporation whose stock is not traded on a public market." It is typically taught to have three elements: 1) no market, 2) having a small number of shareholders, and 3) most shareholders also participate in management.14:36-- On the classic problem of minority shareholder oppression in closely held corporations. Also referred to "freeze-outs" or "squeeze-outs." "A controlling owner typically makes all the decisions, controls the company, and there is no exit because of a lack of a market." (Oppressive behaviors are sometimes referred to as freeze-out or squeeze-out tactics, all synonyms.) "The classic freeze-out/oppression problem is that the majority denies the minority shareholder of both financial rights and participatory rights."20:55 -- How these problems have been solved ex-ante (contractual arrangements).22:58-- On ex-post solutions (as a matter of equity, common law fiduciary duty protection or statutory oppression protection). "In the US, depending how you count them, there are about 40 states that have a statute that allows a minority shareholder to seek the dissolution of a company or some other less drastic relief such as a buyout on the grounds of oppressive conduct by the directors or those in control." "There are another dozen states (and some allow both) that provide relief to minority shareholders via the rubric of fiduciary duties owed by controlling shareholders."26:46 -- On the jurisprudence on oppressive conduct, particularly since the Donahue v Rodd case, 367 Mass. 578 (Mass. 1975) 328 N.E.2d 505.29:19 -- On the influence of F Hodge O'Neal and his treatise on Oppression of Minority Shareholders (first published in 1961).31:29  -- On the "Reasonable Expectation" approach. "It's now the dominant approach when a court is evaluating a shareholder dispute in closely held corporations." What does "oppressive conduct" mean. 35:39  -- On conflict of interest transactions and related-party transactions. "Most states regulate these transactions, they are not per se illegal, but require more scrutiny. They typically require all material information to be fully disclosed and: 1) approved by disinterested directors, or 2) approved by disinterested shareholders; or 3) they must be fair (to be decided by a judge or jury)."39:58  -- On the lack of independent directors in closely held corporations, and hence lack of deference to the business judgment rule.43:51  -- On litigation in closely held corporations: "Most disputes litigated in jurisdictions (outside of Delaware) involve closely held corporations."46:10 -- On Ben and Doug's latest paper: Against Contractual Formalism in Shareholder Oppression Law, U.C. Davis L. Rev. __ (forthcoming 2023).49:30  -- Other important issues to highlight for directors of closely held corporations. Per Doug Moll: "The business judgment rule might not protect you in all scenarios." "There is a whole specialty around contractual protections in closely held corporations." Per Benjamin Means: "Directors have to think about oppression issues in M&A deals involving closely held corporations."52:40 -- What are the 1-3 books that have greatly influenced your life: Doug:Academic work: Oppression of Minority Shareholders by F.Hodge O'Neal & Thomson Treatise.Non-academic books: Dave Eggers and children's books that he read to his kids (Mr. Happy).Ben: Isaiah Berlin's "Value Pluralism"55:04 -- Who were your mentors, and what did you learn from them?Doug: his colleagues collectively.Ben: Douglas Moll!56:48 -- Are there any quotes you think of often or live your life by? Ben: "Don't ask, don't get" by Judge William B. Traxler, Jr.Doug: "It's either good or it's a good story." 58:14 -  An unusual habit or an absurd thing that they love: Ben: daughter singing Gimme! Gimme! Gimme! (A Man After Midnight) from listening to Mamma Mia! Doug: Pickle ball.01:00:15-  The living person they most admire:Ben: Judge Rosemary S. Pooler.Benjamin Mean is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.Douglas Moll is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. __ 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.1:09 -- Start of interview.1:37 -- Cindie's "origin story."3:41 -- On her executive career before joining boards.5:31 -- On her turnaround CFO career. Joining Tatum, an executive services firm, and her CFO turnaround/crisis practice. 15:14-- Her transition to public company board service. Her first board role in 2003 with Horizon Organic Holdings (based in Denver, CO). "The CEO wanted a financial expert and a mom in the boardroom." Her second board, also in 2003, was with Tractor Supply. She later joined B&G Foods as it went public (based in New Jersey). She retired from her day job in 2013 and focused on her board career with four boards, including Office Depot, Darden Restaurants and Big Lots.23:34 -- Her experience with high profile activist campaigns led by Jeffrey Smith from Starboard Value in Office Depot (2013) and Darden Restaurants (2014). "Darden is a tremendous success story, and it's really thanks to management [Gene Lee who became CEO, and Rick Cardenas who is the CEO now. They are the ones that made it happen."30:15 -- Her thoughts on how to address the market downturn from the boardroom's perspective. "Boards should look at liquidity (~24 months) and incentive comp plans."34:13 -- Her take on ESG. "I don't know who put E, S, and G together because they are three completely separate areas." "A lot of the political pressure is just a communications challenge." "Any topic du jour [and ESG falls in this category] is a luxury that you can only have when times are good." "When times get tough [like in current market down cycle], the focus is all on the top line and bottom line, anything else is a luxury. So I'm not surprised that people have pushed back against ESG, since they want better results and earnings, giving back to shareholders what they want to be getting." 36:54 -- On the role of corporations in society. "ESG may be really important for society, but is it the company's job or the Government's job? Who should be policing it?" Reference to Milton Friedman's 1970 letter "The Social Responsibility of Business is to Increase its Profits."39:11 -- On boardroom dynamics involving generational shifts (both on boards and C-suite), diversity and post pandemic trends. "The dynamics of human capital have changed." "I personally think that the next big push for board members is going to be human capital experts." 47:25 -- On the evolution, opportunities and challenges of boardroom diversity.55:10 -- The books have greatly influenced her life: she's a big fan of Anna Quindlen and Edith Wharton.55:50 -- Her mentors, and what she learned from them.56:48 -- Quotes she thinks of often or lives her life by: "You're never as good as you think you're are and you're never as bad as you think you are."57:37 -- An unusual habit or an absurd thing that she loves: Orange Theory.58:26 -- The living person she most admires: "The unsung hero."Cynthia Jamison is a public company chair and board member; financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.1:18 -- Start of interview.1:53 -- Alicia's "origin story" and her career in finance and search/recruiting industry.4:52 -- Her role founding investment firms. She was the first employee and CAO at Mount Kellett Capital Management and founded Pantegrion Capital, an investment vehicle focused on seed and early stage investments. 7:02 -- Her journey in the corporate board world. She's now the Chair at Digimarc (Nasdaq: DMRC).8:11 -- On the distinctions between private and public boards.12:24 -- On the NY tech scene.17:02 -- On the exodus of finance/tech executives from NY post-pandemic.18:47 -- The origin and mission of the Madam Chair, a collaborative group of 200+ female Chairs and Lead Directors of publicly-traded companies.29:11 -- Some lessons after joining a public company board.33:32 -- Her take on the role of the board in strategy and innovation. "It's absolutely the board's role to ask very smart questions." "Innovation should be baked into a risk review process."37:48 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.43:00 -- On the geopolitical concerns in the boardroom, particularly on "decoupling" or "de-risking" with China.45:32 -- Her thoughts on board education, and staying up to date (for example, with feedly app).47:56 -- The books have greatly influenced her life: the classics from high school (1984, The Bell Jar, A Confederacy of Dunces, The Catcher in the Rye, etc.)49:37 -- Her mentors, and what she learned from them: "It's more of a mindset for me where I see people doing great things and I think wow, how do I do that."51:00 -- Quotes she thinks of often or lives her life by: "This too shall pass." "The best is yet to come."51:42 -- An unusual habit or an absurd thing that she loves: Mac and cheese.52:18 -- The living person she most admires: Volodymyr Zelenskyy.Alicia Syrett currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group, an organization with 200+ female Chairs and Lead Directors of publicly traded companies. __ You can follow Alicia on social media at:Twitter: @AliciaSyrettLinkedIn: https://www.linkedin.com/in/aliciasyrett/Madam Chair: www.madam-chair.com__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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. *Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).1:43 -- Start of interview.4:03 -- Governance challenges to family-owned companies.5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).18:45-- On Shiv's prospects as CEO of Waystar.20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.33:10 -- The Vaulter shutdown and question on unions.41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard) 47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."54:35 --  The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.1:00:26 --  The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.1:09:26 --  Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.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.1:16 -- Start of interview.1:55 -- Georgia's "origin story". 2:42 -- The founding story of her company Tumelo.5:37 -- On their differentiation with the divestment movement. Referenced: ShareAction, AMNT.8:01-- On her role as a member of Aviva's Independent Governance Committee.10:15 -- On the rise of institutional investors and their impact on corporate governance, along with concentration of power. Reference to E89 with Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."16:54 -- On large asset managers passing-through voting power to beneficial owners (ie. BlackRock's Voting Choice). The opt-in model.23:15 -- The contrast of ESG vs anti-ESG trends in the US and the UK. Reference to Vivek Ramaswamy (founder of Strive Asset Management) and Konstantin Kisin (UK-based commentator, anti-woke positions).26:44 -- On the influence of the UK Stewardship Code.30:34 -- On the role of proxy advisors (ie ISS and Glass Lewis) in proxy voting. "I think more diversification in that space is going to be important and inevitable (and technology will help with that)."37:14 -- On the rise of retail investing post-pandemic and the impact of voting technologies. "The future of retail investor voting is all about the experience on the platform." Reference to Robinhood's acquisition of Say ($140m).42:13 -- Issuers and directors will need to think about the new paradigm of investor communications.43:33 -- The books that have greatly influenced her life: Chimamanda Ngozi Adichie books. "They changed and improved the way I think about race."44:21 -- Her mentors, and what she learned from them: Her dad.45:27 -- Quotes she thinks of often or lives her life by: "You only live once, but if you do it right, once is enough." (Mae West).45:46 -- An unusual habit or an absurd thing that she loves: Foraging.  46:45 -- The living person she most admires: Paula Radcliffe.Georgia Stewart is the CEO and co-founder of Tumelo, a UK based fintech company seeking to change the landscape of stewardship and investor voting. __ You can follow Georgia on social media at:Twitter: @IAmGeorgiaSLinkedIn: https://www.linkedin.com/in/georgia-stewart-861697107/Tumelo: www.tumelo.com__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.3:45 -- Start of interview.5:09 -- Leo's "origin story".  His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.9:41 -- On his time at Skadden's Wilmington office.11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court. 15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship.  "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales. 44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."1:12:03 --  The books that have greatly influenced his life: Down and Out in Paris and London, by George Orwell (1933)Road to Wigan Pier, by George Orwell (1937)Simple books that his parents gave him when he was a child.1:14:30 --  His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."1:20:23 --   An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s"). 1:23:13 --   The living person he most admires: the people who do the hardest jobs with no public glory. Leo E Strine, Jr. is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz.  Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.1:30 -- Start of interview.2:12 -- Barrett's "origin story".6:11 -- His start in finance. First in Stone & Youngberg then in Lehman Brothers in SF. His first secondary market transactions in private company stock (Facebook) in 2007.8:54-- His experience working at SVB (internship with wine finance team) and Lehman Brothers (business development).12:10 -- The early days of secondary market transactions for private company stock with SecondMarket, later acquired by Nasdaq in 2015 (now Nasdaq Private Market).14:25 -- His entrepreneurial stint as CEO of Juno Company, a children's educational media company.15:56 -- His VC stint as an advisor with Maveron.17:20 -- On the founding of his firm Scenic Advisement in 2013.18:12 -- History of investment banks in SF helping founders to get liquidity (the Four Horsemen of Silicon Valley’s financial community: Alex.Brown, Hambrecht & Quist, Robertson Stephens & Co. and Montgomery Securities underwrote a large number of IPO offerings, both before and during the dotcom boom.)20:36 -- The ethos and vision behind Scenic Advisement. "The opportunity was to build a bank that really was the standard bearer, establishing best practices so that [institutional investors] had a counter-party or a middleman who could speak their language and conversely, the people building great companies had a partner who they could trust, because that partner had empathy: they were ex founders, ex VCs or from the community, not some transactional banker who lives 3,000 miles away and knows nothing of the company but knows that there is a big fee to be had and a league table to be on." "Our plan was to drive hard empathy."24:17 -- On the current state of private markets. "It's been a boom marked by irrational exuberance, and then a correction, as markets do." "But I can tell you, and I do so with great thanks, that the market is thawing and we are starting to see investors come back." "I could have taken all of 2022 off, and from a stress perspective, it would have probably been beneficial, but I just didn't have a crystal ball."27:42 -- On the regulation of unicorns and private markets generally. Going dark speech by SEC Commissioner Lee (Oct 2021).33:08 -- On the Stay Private for Longer ("SPL") advice in Silicon Valley ["The worst advice" per Gurley and Rabois]. "Companies now stay private long. That's it. This is not a trend, it is a market reality at this point." "It's also totally business dependent."37:52 -- The opportunities and challenges for founders, investors and employees in private markets. "The Sequoia move to an evergreen fund structure is a brilliant idea." "The Stripe multi-billion financing was the company being really proactive to options expiry, to ensure that the most important asset at Stripe, the people, are made whole or don't loose the benefit of the bargain (that would be awful for everyone and for morale)." "We are going to see more and more of that." 39:39 -- How companies treat employees vs ex-employees on stock options: "It varies from company to company and from founder to founder. My advice typically is to be egalitarian."41:21 -- On regional differences in tech ecosystems in the US.43:47 -- The impact of the collapse of SVB and First Republic in the SF/Bay Area tech ecosytem. "I believe in diversification. I believe in selling early and often. I want to implore founders and investors to take chips off the table when you can, because you can't always and things go away. People forget that."47:40 -- Thoughts on crypto and digital assets market.49:17 -- Thoughts on Artificial Intelligence (AI) market. "It's the next major wave. Unlike crypto and digital assets, this is not a fad."51:05 --  The books that have greatly influenced his life: Everything by Philip Roth.Exodus, by Leon Uris (1958)Everything is Illuminated, by Jonathan Safran Foer (2002)51:38 -- His mentors, and what he learned from them: the most impactful mentor for him has been his mother.52:58 --  Quotes he thinks of often or lives his life by: "Have hard conversations early and often." "Empathy is a very important tool even when delivering difficult messages."53:25 --   An unusual habit or an absurd thing that he loves: sneaker collection and tequila ("it's like love in a bottle").58:14 --   The person he most admires: entrepreneurs.Barrett Cohn is the CEO and co-founder of Scenic Advisement, a San Francisco based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders. __ 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.1:38 -- 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