Boardroom Governance with Evan Epstein

(0:00) Intro to this episode

(1:43) About the podcast sponsor: The American College of Governance Counsel.

(2:30) Start of interview

(3:09) Walker Newell's origin story

(6:38) Lenin Lopez' origin story

(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.

(14:00) The Importance of Corporate Governance

(14:38) On the Gallagher merger (WS was acquired for $1.2B)

(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)

(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA

(26:23...

This episode marks the fifth anniversary of the Boardroom Governance Podcast and Newsletter.

In this solo edition, I reflect on:

Mentioned in this episode:

(0:00) Intro 

(1:49) About the podcast sponsor: The American College of Governance Counsel

(2:36) Introduction by Professor Anat Admati, Stanford Graduate School of Business. Read the event coverage from Stanford's CASI.

(4:14) Start of Interview

(4:45) What inspired Karen to write this book and how she got started with journalism.

(8:00) OpenAI's Nonprofit Origin Story

(8:45) Sam Altman and Elon Musk's Collaboration

(10:39) The Shift to For-Profit

(12:12) On the original split between Musk and Altman over control of OpenAI

(14:36) The Concept of AI Empires

(18:04) About concept of "b...

(0:00) Intro

(1:09) About the podcast sponsor: The American College of Governance Counsel

(1:56) Start of interview

(2:39) Michal's origin story

(5:05) Her start in journalism in Silicon Valley with Business 2.0. magazine and later at Fortune Magazine.

(7:45) Her project Operation Firewall (audible original podcast involving cybersecurity)

(11:40) The current state of tech, particularly AI, in Silicon Valley. "I tend to be cautiously optimistic"

(14:59) On Mira Murati's Thinking Machine Labs founder control. *Michal's profile of Murati in Fortune (2023)

(16:00) On AI companies' fiduciary duties "to humanity"

(18:05) "For me, the...

(0:00) Intro

(1:37) About the podcast sponsor: The American College of Governance Counsel

(2:24) Start of interview

(3:10) Alex's origin story

(5:56) His advisory boards and other board positions. On the importance of the academic practitioner nexus.

(7:02) About his book May Contain Lies (2024)

(10:07) About confirmation bias, relevant to corporate directors.

(11:48) About black and white thinking (binary thinking).

(14:44) Dissent in the boardroom. How in the UK directors don't have "skin the game" (no equity compensation).

(21:59) On his "ladder of misinference": helps understand how misinformation can be perpetuated...

(0:00) Intro

(1:14) About the podcast sponsor: The American College of Governance Counsel

(2:01) Start of interview

(4:38) His professional background starting with Skadden in Delaware.

(5:08) About his corporate governance practice at Dechert LLP

(8:10) How Delaware Came to Dominate U.S. Incorporations

(13:14) What prompted the pushback against Delaware

(15:12) The Tornetta v Musk decision (Elon Musk CEO compensation rescission)

(18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 in Delaware.

(22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision un...

(0:00) Intro

(1:30) About the podcast sponsor: The American College of Governance Counsel

(2:17) Start of interview

(3:01) Roy's origin story. 

(6:35) About the EU Corporate Sustainability Due Diligence Directive ("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America (2025)

(9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act", an anti-CS3D bill.

(12:45) Extraterritorial Reach of the CS3D

(14:20) What US board must do to comply w...

(0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Robin's origin story

(3:55) About the AI Law and Innovation Institute.

(5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need...

(0:00) Intro

(1:13) About the podcast sponsor: The American College of Governance Counsel

(2:00) Start of interview

(2:45) Amy's origin story

(3:25) Her start in corporate governance

(5:02) About the implosion of Arthur Andersen (she worked there from 1993 to 2002) 

(7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance

(11:50) AI governance and board approaches to new technologies.

(13:53) Technology savviness or literacy of directors. 

(15:32) Where does technology and AI fit in the board (full board v. committees) 

(17:53) Climate disclosures and...

(0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:45) Emily's origin story

(8:27) Her start in venture capital through DFJ with Tim Draper in 2000.

(11:56) About the history and evolution of VC

(13:42) Investing thesis (founding principle) at her firm Threshold Ventures.

(19:21) The venture mechanics of Threshold Ventures. "One of our SLAs is we'd like to be the founder's first call."

(21:30) On navigating boardroom dynamics in venture-backed boards. "Building trust is critical" 

(26:20) On dealing with conflicts of interests at t...

(0:00) Intro

(1:26) About the podcast sponsor: The American College of Governance Counsel

(2:13) Start of interview

(2:45) Joe's origin story

(4:07) His early career starting in London, with law firm Linklaters. 

(6:43) His move to Friendster in Silicon Valley.

(8:00) His time at Videoegg.

(9:24) His time at the International Trade Administration in the Obama Administration.

(11:30) His return to private practice with Gannett and Facebook's emerging products.

(13:10) His operating role at SOSV, a global venture capital firm (2019-present)

(15:10) How he got started with his board service. F...

(0:00) Intro

(1:15) About the podcast sponsor: The American College of Governance Counsel

(2:02) Start of interview

(2:48) Jorge's origin story

(6:03) His executive career in Silicon Valley (including computer and semiconductor industries)

(9:00) On his board experience (he has served in ~20 boards)

(11:32) Distinctions between serving on different types of boards (public/private/non-profits/etc). On non-profits: "the board is really there for what they call the 3 W's: wisdom, work, or wealth."

(12:55) On startup governance.

(19:24) On the backlash on ESG/DEI and his book Differences that Make a Difference (2019). "...

(0:00) Intro

(1:38) About the podcast sponsor: The American College of Governance Counsel

(2:25) Start of interview. *Reference to prior episode with Dave (E25 from Dec 2020)

(3:30) Equilar's current focus. New: Equilar Research Intelligence Copilot ERIC

(7:49) The current status of boardroom diversity. Latest (Q3 2024) Equilar Gender Diversity Index

(10:05) On boardroom refreshment

(11:25) On digital/technology/AI directors

(13:15) Executive (and Director) Compensation trends.

(17:36) On the current ESG/DEI backlash ("at the end of the day you have to do what's best for the business")

(20:13) On the boom...

(0:00) Intro.

(1:33) About the podcast sponsor: The American College of Governance Counsel

(2:20) Start of interview. *Reference to prior episode with Rick (E14 from Aug 2020)

(3:32) Update on Public Benefit Corporations (PBCs) from prior episode (2020)

(6:00) Surge of VC investments in PBCs driven by AI startups. *Reference to E159 with David Berger on Anthropic's structure

(9:48) The OpenAI Controversy (conversion from non-profit to PBC)

(13:25) On Dual-Class Share Structures in tech companies

(17:10) On Danone and BP as examples of shareholder activism from hedge funds.

(18:57) On "Stay private vs Go...

(0:00) Intro

(1:35) About the podcast sponsor: The American College of Governance Counsel

(2:21) Start of interview

(3:00) Jonathan's origin story

(5:10) His start in journalism

(7:05) Founding Monitor Canada with Roger Martin (1987)

(9:43) Transitioning to Deloitte Monitor (2013) 

(12:18) About Deloitte Canada’s Podium Club for Directors that he leads.

(13:38) How Trump's tariffs may impact Canada (note: this podcast was recorded on 1/24, before tariffs went into place)

(17:57) What is strategy? "I think of strategy as choice"

(20:20) The role of the board in strategy. "The best CEOs seek adv...

(0:00) Intro.

(1:52) About the podcast sponsor: The American College of Governance Counsel

(2:39) Start of interview. *Reference to prior episode with Jeff (E46 from Oct 2021)

(3:42) On Nasdaq's IPOs in 2024 (180 IPOs raising $23B). Looking ahead in 2025.

(6:23) What to expect facing new Administration. Reference to Nasdaq's IPO Pulse Index.

(8:59) The three priorities for boards considering an IPO: strategic quality, risk management, and succession planning (people).

(11:14) On the ruling striking down the Nasdaq Diversity Rule

(14:27) On the political backlash against ESG and DEI in the US

(18:00) On global...

(0:00) Intro.

(1:47) About the podcast sponsor: The American College of Governance Counsel

(2:34) Start of interview. *Reference to prior episode with Nora (E74 from Oct 2022)

(3:42) About the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value

(7:29) On the evolving role of the board overseeing technology and cybersecurity

(10:41) On the surge of AI technology and its underlying infrastructure

(13:15) The role of trust in the age of AI

(17:22) How to think about ROI in technology from the boardroom

(20:12) Board composition and technology...

(0:00) Intro

(2:06) About the podcast sponsor: The American College of Governance Counsel

(2:53) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24)

(4:53) The future of the SEC with Chairman Paul Atkins 

(6:30) New approach to crypto by SEC

(9:40) On the politicization of corporate governance

(10:48) On the future of ESG ("Extremely Subjective Guessing") and DEI ("Decrease Emphasis Immediately")

(14:18) On DOGE, and how it plays out

(17:13) On the influence of Silicon Valley in the new Trump A...

(0:00) Intro

(1:43) About the podcast sponsor: The American College of Governance Counsel

(2:29) Start of interview

(3:11) Ben's origin story

(9:39) His start at Cravath in 2010

(10:54) His time at the U.S. Treasury Department and the White House. 

(15:04) About CFIUS.  Reforms from FIRRMA (2018). Control transactions and minority investments in critical technologies, critical infrastructure, or sensitive personal data.

(24:45) Trends in transaction reviews. CFIUS Annual Report to Congress – CY 2023

(30:00) Presidential prohibitions under CFIUS. 

(32:23) CFIUS and crypto.

(34:02) The TikTok case.

(36:14) Restrictions on outbound investments in Ch...

(0:00) Intro.

(2:14) About the podcast sponsor: The American College of Governance Counsel

(3:01) Start of interview. *Reference to prior episode with David (E24 from Nov 2020)

(4:22) David's description of the ACGC

(7:56) Post-Election Governance Changes (SEC, FTC, etc). ESG and DEI considerations. Federal vs state regulatory matters.

(13:06) On crypto and digital assets in the new Trump administration.

(14:51) On DOGE led by Elon Musk and Vivek Ramaswamy

(18:46) Delaware's challenge as the Favored Corporate Home

(26:54) Elon Musk's Rescinded Compensation in Tornetta v Musk, the plaintiff attorneys' fees.

(31:04...

(0:00) Intro.

(2:09) About the podcast sponsor: The American College of Governance Counsel.

(2:56) Start of interview. *Reference to prior episode with Richard (E126 from Feb 2024).

(3:46) About his firm's 2024 SV150 Corporate Governance Report.

(9:04) On Virtual (Stockholder) Meetings (89% of SV150).

(11:23) Board Committee Structures. Audit, Comp, NomGov, and Others.

(14:02) On SV150's approach to ESG, impact of new SEC.

(18:53) On the evolution of boardroom diversity, impact of CA laws and Nasdaq Diversity Rule.

(21:40) Why private ordering will become more important in corporate governance.

(22:28) On dual or...

(0:00) Intro.

(2:05) About the podcast sponsor: The American College of Governance Counsel.

(2:52) Start of interview. 

(3:36) Tom's origin story.

(5:37) The start of his career with Merrill Lynch (1991-2008).

(7:00) The financial crisis and his transition to the NYSE (2009-2013).

(10:53) His time at BlackRock (2013-2022).

(15:14) Defining private markets: "VC-backed pre-IPO private companies typically worth $1b ie. unicorns." Comparing public and private markets. Impact of the JOBS Act (2012).

(18:47) About the Nasdaq Private Market (NPM). Why companies do tender offers in private companies. Managing secondary liquidity.

(26:31) Distinguishing l...

(0:00) Intro

(3:27) About the podcast sponsor: The American College of Governance Counsel.

(4: 14) Start of interview. 

(4:56) Drew Shagrin's origin story.

(8:12) David Chekroun's origin story.

(14:15) About the Institute of Corporate Governance at ESCP Business School, based in Paris.

(19:13) The focus of ICG between students, alumni, execs, directors, investors, state representatives, judiciary, and regulators.

(24:57) Corporate purpose under French law: changed in 2019 to explicitly take into consideration E&S issues.

(27:53) Comparing ESG trends from France & EU. The G is rooted in each member state, but E&S falls u...

(0:00) Intro

(1:12) About the podcast sponsor: The American College of Governance Counsel.

(1:59) Start of interview. 

(2:57) Heather Gates' "origin story."

(5:17) Wolfe Tone's "origin story."

(10:23) On the governance of privately-owned businesses. Distinction with having "outside investors." 

(15:20) On the nuances of family-owned businesses. *Reference to my podcast series on Succession show.

(18:28) On growth of LLC structures.

(20:53) On VC-backed company governance. *Note UC Law SF's VCBA.

(23:42) On the value of boards and good governance. When is the right time for a more formal governance structure.

...

(0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview. 

(3:20) Valeria's origin story.

(6:14) On joining IBGC, its mission and focus: governance training, research, and regulatory work with CVM, B3, Congress, etc.

(9:03) On the 25th IBGC Annual Summit.

(11:11) On the state of ESG in Brazil.

(15:15) On boardroom diversity in Brazil (20% female representation in public companies).

(17:40) Geopolitics, and where Brazil stands between the U.S. and China.

(20:56) Innovation and AI in Brazil.

(24:44) On compliance and anti-corruption measures b...

(0:00) Intro.

(1:26) About the podcast sponsor: The American College of Governance Counsel.

(2:13) Start of interview. 

(3:03) Barry's origin story.

(7:00) Barry's board journey.

(9:39) On distinctions between serving on public and private company boards: "you have the same fiduciary duties."

(11:57) Evolution of boards in the last 30-40 years: "they have evolved for the better, but I don't think they've evolved enough." On board refreshment. On "non-traditional candidates" to boards.

(15:52) About his Bay area Black Directors Succession Project (2015-2016) *Reference to the Black Directors' Conference.

(18:40) About his Black C...

(0:00) Intro.

(1:25) About the podcast sponsor: The American College of Governance Counsel.

(2:11) Start of interview. 

(2:56) Zain Oke's origin story.

(5:08) Dianna Jones's origin story.

(8:25) Dennis Lanham's origin story.

(12:00) How executive education works (as opposed to degree conferring programs)

(14:22) On the origin and mission of the Black Corporate Board Readiness (BCBR) program at Santa Clara University.

(17:41) On the role of community and mentorship at BCBR.

(22:11) On lawyers serving on corporate boards.

(30:50) On the legal challenges to SB-826 and AB-979 in California (board d...

(0:00) Intro.

(1:30) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. 

(3:05) Maggie's origin story.

(7:08) Maggie's board career. Reference to HBS case study on her. On staying on boards between 8-12 years to remain independent.

(10:19) On distinctions between serving on public and private company boards. The role of directors in each. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(13:37) On PE-backed company governance.

(14:58) Debate on staying private vs going public.

(18:07) On creating her own board bootcamps for w...

(0:00) Intro.

(1:23) About the podcast sponsor: The American College of Governance Counsel.

(2:10) Start of interview. *Reference to prior episode with Peter (E83 from Jan 2023).

(3:00) NACD Surveys on Board Practices and Oversight: Private Company Results and Public Company Results.

(3:44) 1/ On Technology Oversight: "We are seeing boards go after technology, not necessarily expertise, but experience."

(11:16) 2/ On CEO Succession Planning. "Succession is always a challenge at companies, especially with founder CEOs."

(14:37) 3/ On Board Leadership Succession Planning. "Governance is more art than science, it depends on the board."

(20:26) 4/ On Board...

(0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. 

(2:24) Cedric's origin story.

(4:30) U.S. talent management insights (cultural differences with other countries): current merit.

(6:00) On his management career with HP, Visa, and Syncada from Visa (a joint venture between Visa and U.S. Bank).

(8:13) His transition to Taulia, a venture-backed company, in 2013.

(11:04) On managing board dynamics as CEO and Chair of Taulia as a venture-backed company. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.

(15:20) T...

(0:00) Intro.

(1:03) About the podcast sponsor: The American College of Governance Counsel.

(1:50) Start of interview. *Reference to E137 with Coco Brown (CEO of Athena Alliance).

(2:47) Yvonne's origin story.

(5:49) Her executive career starting with Accenture, and later with VMware, New Relic, and CEO of Airware and Puppet.

(9:03) On her board journey. Distinctions between private and public company service. Plus non-profits.

(17:43) Explaining board composition and dynamics in VC-backed companies.

(23:23) Explaining board composition and dynamics in PE-backed companies. "It's much more straightforward, structured, and contained."

(27:39) On the...

(0:00) Intro.

(1:15) About the podcast sponsor: The American College of Governance Counsel.

(2:02) Start of interview. 

(2:49) Javier's origin story.

(4:31) The blurring lines between VC and PE. Cross-over investors, growth equity investors, and other "alternative" financing.

(9:01) On the capital formation cycle. Impact of interest-rates in capital allocation. The VC power law. New VC vehicles.

(16:00) On the rise of cross-over investors ("starting somewhere between 2013 and 2016: rise of strategic capital")

(19:34) On the rise of AI (boom and bubble): 1) algorithmic capability, 2) computing power, and 3) availability of data.

(23:06) The cases o...

(0:00) Intro.

(1:10) About the podcast sponsor: The American College of Governance Counsel.

(1:57) Start of interview. 

(2:30) Carol's origin story.

(4:34) Evolution of corporate governance in Canada since the late 1980s. 

(5:51) The origin and focus of her firm Hansell McLaughlin Advisory Group, based in Canada.

(10:13) On her personal board career and the benefits of lawyers serving on boards.

(14:20) Best practices for board evaluations and distinctions between board education in Canada and the U.S.

(18:57) The rise and influence of large institutional investors in corporate governance.

(22:00) Sh...

(0:00) Intro.

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:07) Start of interview. 

(2:58) Oliver's origin story.

(7:00) His experience in private equity with PE-backed boards.

(9:57) About the mission and focus of Nurole, the UK-based board search firm where he serves as CEO. 

(12:27) On Nurole's network of 65,000+ board leaders (two parts: free and paid offerings).

(20:16) Demystifying the board search process, four key stages:

(25:19) From a board candidate perspective.

(28:14) On board evaluations.

(32:44) Common characteristics of di...

(0:00) Intro.

(1:05) About the podcast sponsor: The American College of Governance Counsel.

(1:52) Start of interview. 

(2:28) Thompson's origin story.

(3:42) His startup work at Quizlet (joined a 5 person team) and Stripe (from 2k to 8k employees). Joined Anthropic in early 2023.

(6:25) On China-US relations, and the course he teaches at Vanderbilt Law School: Emerging Technologies, Law, and U.S.-China Competition.

(11:04) On startup incorporations, Delaware, and other thoughts for entrepreneurs. Reference to Stripe Atlas.

(14:18) Unveiling the AI investment landscape. Increase in capital and talent in AI technologies. "Companies at t...

(0:00) Intro

(1:20) About the podcast sponsor: The American College of Governance Counsel.

(2:06) Start of interview.

(2:37) Natasha's "origin story." 

(6:25) On the risks and opportunities for AI.

(8:39) On the regulatory landscape of AI in the US. Reference to President Biden's Executive Order.

(11:40) On California's regulation of AI (SB 1047).

(15:24) On the international AI regulatory landscape, including the EU AI legislation.

(20:35) On the state of startups and venture capital in Silicon Valley.

(25:34) On the 'stay private or go public' debate.

(28:50) On the increased antitrust s...

(0:00) Intro

(1:06) About the podcast sponsor: The American College of Governance Counsel.

(1:53) Start of interview.

(2:37) Tyler's "origin story." 

(4:50) His beginnings at Theranos.

(7:07) On the culture of the Theranos, "the company was extremely secretive and paranoid."

(9:41) On the lack of equity compensation for Theranos employees.

(10:32) On Theranos' board of directors.

(16:50) Some of the prominent investors in Theranos, and lack of due diligence.

(19:24) On Elizabeth Holmes and Sunny Balwani fraud convictions, FOMO, and value of credibility from early backers (e.g. Channing Robertson, Don L...

(0:00) Intro.

(1:39) About the podcast sponsor: The American College of Governance Counsel.

(2:25) Start of interview. Reference to E21 with Ilya Strebulaev from October 2020.

(4:01) On why he wrote his book The Venture Mindset: for decision makers in large organizations.

(5:37) About the first principle: Home Runs Matter, Strikeouts Don’t. Make small bets vs fear of failure.

(7:23) Two types of innovation: incremental (step by step) vs. disruptive innovation.

(13:32) The unique role that independent directors can play in innovation.

(18:20) On corporate unicorns and intrapreneurs.

(20:11) On errors of om...

(0:00) Intro.

(1:19) About the podcast sponsor: The American College of Governance Counsel.

(2:05) Start of interview.

(2:58) Greg's "origin story." 

(5:31) His teaching focus.

(8:04) Discussion on startups and venture capital and the era of AI. Behavioral finance and bubbles. 

(11:17) Bubbles in private (VC and PE) and public markets.

(15:12) Staying private vs going public fundamentals.

(20:05) The role of governance and advice from directors to CEOs.

(22:43) On growth of private equity.

(28:00) On the rise and importance of AI. Analogy to electricity. *Reference to Paul David's re...

(0:00) Intro.

(1:21) About the podcast sponsor: The American College of Governance Counsel.

(2:08) Start of interview.

(2:41) Jennifer's "origin story." 

(3:41) Founding a non-profit at the start of her career: Breakthrough Pittsburgh.

(4:15) The start of her tech career with Yahoo!

(7:12) Her roles post Yahoo!: founding and selling The Dealmap to Google.

(9:20) Her transition and tenure as president & COO of Change.org (scaling from 18 million to 200 million users). About her Motivational Pie Chart.

(11:07) About Change.org (a social impact campaigning platform) and non-profit and PBC corporate structures.