Boardroom Governance with Evan Epstein
148 episodes - English - Latest episode: 11 days ago -In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms.
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Episodes
Patrick Gadson: Shareholder Activism in 2024 and its Evolving Dynamics.
April 29, 2024 12:30 - 53 minutes - 48.7 MB(0:00) Intro. (1:23) About the podcast sponsor: The American College of Governance Counsel. (2:10) Start of interview. (2:40) Patrick's "origin story." (3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice). (4:38) Joining Vinson & Elkins to co-build shareholder activism practice. (6:40) Distinguishing between large, mid, and small cap activism. (10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch o...
Leah Solivan: The Entrepreneur's Journey to the Boardroom.
April 22, 2024 12:30 - 56 minutes - 51.5 MB(0:00) Intro. (1:10) About the podcast sponsor: The American College of Governance Counsel. (1:57) Start of interview. (2:40) Leah's "origin story." (3:41) Her time at IBM. (4:48) Her founding story of TaskRabbit (Boston, 2008). (12:43) The evolution of her board at TaskRabbit, and how to think about (startup) board composition and scaling. (20:31) First CEO succession (after $12m Series B in 2012). (25:10) Her return as CEO, raising a Series C, and adding 3 strategic independent d...
Jeffrey Saviano (EY): "I Feel Strongly That We Need a Hippocratic Oath for AI"
April 15, 2024 12:30 - 59 minutes - 54.5 MB(0:00) Intro. (1:10) About the podcast sponsor: The American College of Governance Counsel. (1:58) Start of interview. (2:43) His role at EY and appointments at Harvard's Safra Center for Ethics (ELSCE), MIT and Boston University. (5:23) Defining AI. Reference to the 1956 Dartmouth AI conference. (8:29) GAI, AI market and valuations. (11:31) On AI Ethics for business and AI governance. Reference to Harvard's Danielle Allen. (15:10) On the concept of Multistakeholderism and AI Ethics. ...
Amy Banse: On Board Dynamics and Listening Through Company Stages.
April 08, 2024 12:30 - 55 minutes - 50.6 MB(0:00) Intro. (1:12) About the podcast sponsor: The American College of Governance Counsel. (2:00) Start of interview. (3:10) Amy's "origin story." (6:23) Her time leading Comcast Ventures, and how Corporate Venture Capital (CVC) has evolved. (9:08) Why SF/Silicon Valley as a tech hub for Comcast Ventures. (11:19) Her first public company board experience (with Adobe). (13:15) Differences on serving on public and private (venture-backed) boards. "Much more hands-on in private compani...
Teresa Johnson: On ESG, Boardroom Diversity, and Truth to Power.
April 01, 2024 12:30 - 57 minutes - 52.7 MB(0:00) Intro. (1:04) About the podcast sponsor: The American College of Governance Counsel. (1:51) Start of interview. (2:54) Terry's "origin story." (5:18) The start of her legal career with O'Melveny & Myers. (8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012). (11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association. (14:55) On the evolution of the purpose of the corporat...
Mary Inman: On Theranos, Meta and Representing High Profile Whistleblowers.
March 18, 2024 12:41 - 58 minutes - 53.7 MB(0:00) Intro. (1:27) About the podcast sponsor: The American College of Governance Counsel. (2:14) Start of interview. (3:30) Mary's "origin story." (5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon). (7:50) The Theranos case and her representation of Tyler Schulz. (14:02) More about the SEC Whistleblower Program. (24:52) The Facebook (Meta) case and her representation...
Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review
March 04, 2024 13:30 - 52 minutes - 48.4 MB(0:00) Intro (1:02) About the podcast sponsor: The American College of Governance Counsel. (1:49) Start of interview. (2:37) Katherine Henderson's "origin story." (5:05) Amy Simmerman's "origin story." (8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review. (9:14) Caseload of Delaware Court of Chancery judges. (12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas."...
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery: Ten Years of Trados, A Discussion of Fiduciary Duties.
February 26, 2024 13:30 - 49 minutes - 45.7 MB(0:00) Intro. (2:27) About the podcast sponsor: The American College of Governance Counsel. (3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)]. (4:17) Summary of the Trados case by Vice-Chancellor Laster. (9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review. (16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3...
Alexandre Rangel: Institutional Investors' Engagement in Latin America.
February 12, 2024 13:30 - 47 minutes - 43.6 MB(0:00) Intro. (1:10) About the podcast sponsor: The American College of Governance Counsel. (1:57) Start of interview. (4:00) Alexandre's "origin story." His time as Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023). (7:34) On his OECD background note on Institutional Investors' Engagement in Latin America (2023). (14:56) Local institutional investors and pension funds engagement in Brazil. *reference to E118 with John Coates: The Problem of Twelve, Ind...
Richard Blake: WSGR's 2023 Silicon Valley 150 Corporate Governance Report.
February 05, 2024 13:30 - 53 minutes - 49.2 MB(0:00) Intro. (0:55) About the podcast sponsor: The American College of Governance Counsel. (1:41) Start of interview. (2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council. (7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report. (12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures. (14:40) On ESG ...
Scott Kupor: Navigating the VC and Startup Governance Landscape in 2024.
January 29, 2024 13:30 - 49 minutes - 45.8 MB(0:00) Intro. (1:36) About this podcast's sponsor: The American College of Governance Counsel. (2:23) Start of interview. (3:33) On the collapse of SVB and its impact to Silicon Valley and the VC industry. (9:05) On the state of private markets. *Reference to Aileen Lee's post on Unicorn update (2013-2024). (14:35) How VCs are approaching tough conversations on shutdowns, downrounds and/or recaps in this down market cycle. *Reference to Scott's book Secrets of Sand Hill Road: Venture Ca...
Nicolas Darveau-Garneau: "The Greatest AI Risk is Inaction."
January 16, 2024 13:30 - 1 hour - 59.3 MB(0:00) Intro. (1:28) About the podcast sponsor: The American College of Governance Counsel. (2:14) Start of interview. (3:09) Nick's "origin story." (6:36) On his first startup IMix.com (focused on music streaming) (7:55) His pivot as an equity analyst at Sanford Bernstein. (8:32) His focus on investing in and advising internet companies. (9:56) His time at Google (2010-2022), first in Canada then as Chief Evangelist. (13:21) His time at Chief Growth and Strategy Officer at Coveo, ...
Nicolas Darveau-Garneau: "Boardroom Alert: The Greatest AI Risk is Inaction."
January 16, 2024 13:30 - 1 hour - 59.3 MB(0:00) Intro. (1:28) About the podcast sponsor: The American College of Governance Counsel. (2:14) Start of interview. (3:09) Nick's "origin story." (6:36) On his first startup IMix.com (focused on music streaming) (7:55) His pivot as an equity analyst at Sanford Bernstein. (8:32) His focus on investing in and advising internet companies. (9:56) His time at Google (2010-2022), first in Canada then as Chief Evangelist. (13:21) His time at Chief Growth and Strategy Officer at Coveo, ...
Joe Grundfest: "The Biggest Governance Trend for 2024 is the Corporation as a Piñata."
January 09, 2024 13:30 - 50 minutes - 46.2 MB(0:00) Intro. (2:21) About this podcast's sponsor: The American College of Governance Counsel. (3:08) Start of interview. (3:50) On collapse of SVB & other banks. Lessons for board members. *Reference to video from Stanford Rock Center (12:00) On the state of private markets and unicorns. Downturn and shutdowns in VC-backed startups. *Per Pitchbook: “Approx 3,200 private VC-backed U.S. companies have gone out of business this year. Combined, those companies raised north of $27B.” (15:3...
Elizabeth Pollman and Yifat Aran: Ousted, Startup Failure and Equity Compensation in the Unicorn Era.
December 27, 2023 13:30 - 1 hour - 61.3 MB(0:00) Intro. (1:28) About the podcast sponsor: The American College of Governance Counsel. (2:15) Start of interview. (3:16) Yifat's "origin story." (6:20) Yifat's bio and positions at the University of Haifa and Technion - Israel Institute of Technology. (8:00) About Elizabeth Pollman, Professor at the Penn Carey Law School at the U. of Pennsylvania. (9:57) About their article, Ousted (2023). "We use that term broadly to refer to being forced or pushed to step down from the CEO ro...
Larry Clinton: "The Essence of Cybersecurity is that All the Incentives Favor the Bad Guys."
December 19, 2023 13:30 - 1 hour - 58.3 MB(0:00) Intro. (1:21) About the podcast sponsor: The American College of Governance Counsel. (2:08) Start of interview. (2:49) Larry's "origin story." (4:49) About the Internet Security Alliance (ISA). Founded in 2000 by former Congressman Dave McCurdy, former chairman of the House Intelligence Committee. Larry joined as CEO from the beginning. "The ISA view is that we need to look at not just how the attacks are occurring, we also need to look at why the attacks occur. Because unless ...
Joe Nocera and Kate O'Leary: Unpacking HBO's Succession (Season 4).
December 11, 2023 13:30 - 55 minutes - 50.6 MB*Prior episodes reviewing Succession: Season 1: E98 (May 22, 2023) Season 2: E102 (June 26, 2023) Season 3: E109 (Sept 11 , 2023) 0:00 -- Intro. 2:12-- About the podcast sponsor: The American College of Governance Counsel. 2:58 -- Start of interview. 3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge." 6:41 -- Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The...
Ker Gibbs: On Geopolitics and US-China Relations.
December 04, 2023 13:30 - 1 hour - 59 MB0:00 -- Intro. 1:26-- About the podcast sponsor: The American College of Governance Counsel. 2:13 -- Start of interview. 3:47 -- Ker's "origin story." 7:41 -- His history with the American Chamber of Commerce in Shanghai (AmCham). 9:42 -- About his book “Selling to China. Stories of Success, Failure and Constant Change.” (2023). "We felt that it was important to remind people why we're doing this in the first place, you know, what's good about our relationship with China. We wanted bri...
John Coates: The Problem of Twelve, Index Funds and Private Equity.
November 20, 2023 13:30 - 1 hour - 59.2 MB0:00 -- Intro. 1:26-- About this podcast's sponsor: The American College of Governance Counsel. 2:13 -- Start of interview. 2:45 -- John's "origin story." His time at WLRK and at the SEC. 4:15 -- His focus at Harvard Law School and Harvard Business School. 4:39 -- About his book THE PROBLEM OF TWELVE: When a Few Financial Institutions Control Everything (2023). Publisher: Columbia Global Reports. "Around the year 2000 [Index Funds and Private Equity Funds] began a sustained takeoff an...
Abby Adlerman: On Board Oversight, Accountability, Risk Mitigation and Strategy (OARS).
November 13, 2023 13:30 - 57 minutes - 52.7 MB0:00 -- Intro. 1:14-- About this podcast's sponsor: The American College of Governance Counsel. 2:09 -- Start of interview. 2:41 -- Abby's "origin story." 4:11 -- Her time at Hambrecht & Quist. Distinctions between IPO market in the 1990s and the current environment. Her time as a CEO of a venture-backed e-commerce company. Her time at Russell Reynolds (7 years). 10:36 -- The history, mission and current focus of her company Boardspan, founded in 2014. "To help boards succeed." "[The...
Private Companies and Startup Governance: with Evan Epstein, Heidi Roizen and Dan Siciliano.
November 07, 2023 13:30 - 1 hour - 57.8 MB0:00 -- Intro. 1:27 -- About this podcast's sponsor: The American College of Governance Counsel. 2:23 -- Intro of Webinar (and speakers) by Nancy Easterbrook, Executive Director of SVDX. 5:33 -- Start of webinar by Dan Siciliano, Chair of SVDX. 6:40 -- Some differences between private (VC-backed) and public boards. 9:23 -- The role of independent directors in venture-backed companies. 14:00 -- Specific issues in VC industry: preferred vs common shares and impact on director fiduciary ...
Julie Daum: "The Aging of U.S. Boards and Lack of Turnover is a Real Issue."
October 30, 2023 12:30 - 50 minutes - 46.2 MB0:00 -- Intro. 1:11-- About this podcast's sponsor: The American College of Governance Counsel. 2:08 -- Start of interview. 2:47 -- Julie's "origin story." She started her work with boards in the early 1980s with Catalyst (a non-profit women's organization whose mission is to promote women in corporate America). 5:46 -- Now she's leading the Board Practice at Spencer Stewart. 6:15 -- About the 2023 U.S. Spencer Stuart Board Index. Now in its 38th year, this index examines the latest dat...
Mauro Cunha: Governance and Board Experience from Brazil.
October 23, 2023 12:30 - 50 minutes - 46.4 MB0:00 -- Intro. 1:38-- About this podcast's sponsor: The American College of Governance Counsel. 2:34 -- Start of interview. 3:13 -- Mauro's "origin story." 4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015). 9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazi...
Brian Stafford, CEO of Diligent: "Companies That Do ESG The Right Way, Tie It Back To Their Strategy."
October 16, 2023 12:30 - 45 minutes - 41.2 MB0:00 -- Intro. 1:21-- About this podcast's sponsor: The American College of Governance Counsel. 2:17 -- Start of interview. 2:49 -- Brian's "origin story." He founded a startup that sold cars online in the dot com era (CarOrder) based out of Austin TX. He later worked at McKinsey & Co. From there he moved to Diligent as CEO. 6:17 -- The history, mission and current focus of Diligent Corporation. "The role of governance oversight has become much more of an exercise in risk management." 1...
Joyce Cacho: "ESG Provides An Opportunity To Do Some Hard Work."
October 09, 2023 12:30 - 59 minutes - 54.6 MB0:00 -- Intro. 1:10 -- About new podcast sponsor American College of Governance Counsel. 2:28 -- Start of interview. 3:17 -- Joyce's "origin story" 5:22 -- Joyce's academic focus and executive career before joining boards of directors. 8:12 -- On her board journey. "It began with non-profit board work." On serving in different types of boards. "They all offered an opportunity to collaborate with board colleagues, very smart people - learning from them, with a clear focus on growth of t...
Suzanne Brown: The NYSE Board Diversity Initiative.
September 26, 2023 12:30 - 53 minutes - 49.1 MB0:00 -- Intro. 1:43 -- Start of interview. 2:11 -- Suzanne's "origin story" "One of my proudest jobs was working with the NJ Pandemic Relief Fund" 14:12 -- Joining the NYSE Board Diversity Initiative. *reference to Chief ("the only private membership network focused on connecting and supporting women executive leaders") 15:22 -- Three key NYSE ESG Initiatives: The NYSE Sustainability Advisory Council (tackling the "E" in ESG) The NYSE/Syndio collaboration (tackling the "S" in ESG) The...
Victor Arias: "Boards Are Looking For Strong Core Values: Integrity, Ethics, Leadership and Judgment."
September 18, 2023 12:30 - 51 minutes - 46.8 MB0:00 -- Intro. 2:02 -- Start of interview. 3:02 -- Victor's "origin story" 5:30 -- Joining Stanford University's Board of Trustees, and later the board of Popeye’s Louisiana Kitchen (NASDAQ: PLKI). 9:06 -- His current position as Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office. 9:53 -- Differences between executive and board searches. "We...
HBO’s Succession with Sean Berkowitz and Kate O’Leary (Season 3)
September 11, 2023 12:43 - 1 hour - 64.8 MB0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023). 2:00 -- Start of interview. 3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006). 7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation." 11:05 -- Kendall's whistleblower scenario. Conducting internal in...
Sean Berkowitz and Kate O'Leary: Succession (Season 3)
September 11, 2023 12:43 - 1 hour - 64.8 MB0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023). 2:00 -- Start of interview. 3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006). 7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation." 11:05 -- Kendall's whistleblower scenario. Conducting internal in...
Heidi Roizen: On Startup Governance and The Startup Solution.
September 05, 2023 12:30 - 1 hour - 56.2 MB0:00 -- Intro. 1:35 -- Start of interview. *Link to our first episode: E6 from June 2020. 2:18 -- On the origin story of her new podcast: The Startup Solution with Heidi Roizen. 4:23 -- The Case of the Boardroom Blow-Up. How entrepreneurs should go from 'pitching' to 'partnering' with their investors. "Entrepreneurs get stuck in pitch mode." On terms "happy ears" and "jazz handy." On the golden rule of the boardroom: no surprises. "A board meeting should be a working meeting, it should ...
David Larcker and Brian Tayan on "The Art and Practice of Corporate Governance."
August 28, 2023 12:30 - 1 hour - 56.8 MB0:00 -- Intro. 1:38 -- Start of interview. 2:26 -- On the origin story of their latest book: "The Art and Practice of Corporate Governance." 7:32 -- About the Boeing 737Max case. The cultural shift. "Safety was just a given." 12:29 -- About Netflix's "Radical Transparency in the Boardroom." Reference to their 2010 case study "Equity on Demand, the Netflix Approach to Compensation." 18:37 -- On the question of CEOs moving up to the Chairman position, (the role of Executive Chairman). ...
Lisa Shalett: "We Are in a High Velocity Environment of Tremendous Change."
August 14, 2023 12:30 - 1 hour - 55.5 MB0:00 -- 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 ...
Benjamin Means and Douglas Moll: Governance in Closely Held Corporations.
July 24, 2023 12:30 - 1 hour - 57.3 MB0:00 -- 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 Hous...
Cynthia Jamison: "In this Downturn Boards Should Focus on Liquidity and Incentive Plans."
July 17, 2023 12:30 - 1 hour - 56 MB0:00 -- 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 ...
Alicia Syrett: "The Chair Should Focus the Agenda Primarily on Strategic Discussions."
July 10, 2023 12:30 - 54 minutes - 49.6 MB0:00 -- 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 a...
Succession (Season 2): “The Dumpster Fire Pirate Death Ship” with Kate O'Leary.
June 26, 2023 12:42 - 1 hour - 67.8 MB0:00 -- 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...
HBO’s Succession “The Dumpster Fire Pirate Death Ship” (Season 2)
June 26, 2023 12:42 - 1 hour - 67.8 MB0:00 -- 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...
Georgia Stewart: On Stewardship, Pass-Through Voting and Shareholder Democracy.
June 19, 2023 12:45 - 48 minutes - 44.2 MB0:00 -- 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 ...
Leo E. Strine, Jr.: Good Corporate Citizenship We Can All Get Behind?
June 05, 2023 13:33 - 1 hour - 79.3 MB0:00 -- 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 par...
Barrett Cohn: "Companies Now Stay Private Long."
May 30, 2023 12:30 - 57 minutes - 52.8 MB0:00 -- 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 Nasd...
Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer.
May 22, 2023 12:30 - 1 hour - 61.4 MB0:00 -- 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 ope...
Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer (Season 1).
May 22, 2023 12:30 - 1 hour - 61.4 MB0:00 -- 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 ope...
Dan Siciliano: The Banking Crisis and Governance Implications.
May 15, 2023 12:30 - 1 hour - 74 MB0:00 -- 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 o...
Bethany Mayer: On Cybersecurity Governance, Risk and Strategy.
May 08, 2023 12:37 - 1 hour - 55.7 MB0:00 -- Intro. 1:35 -- Start of interview. 2:15 -- Bethany's "origin story". 3:35 -- Her experience working at Lockheed Martin. 5:55-- Her transition to Apple Computer, Cisco, startups in networking technologies and Blue Coat. 8:17 -- Her time at HP, where ended running the Networking division. 8:55 -- Her role as CEO of Ixia (later sold to Keysight Technologies for $1.6bn in 2017) 10:17 -- On her board journey. Her first public company experience with Ixia, under the mentorship of Ch...
Karen Francis: "An Effective Lead Director Needs to Have Excellent EQ (Emotional Quotient)."
May 01, 2023 12:25 - 1 hour - 56.3 MB0:00 -- 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: po...
Alan Jagolinzer: "Having a Holistic Approach to Information is Critical."
April 24, 2023 12:20 - 59 minutes - 54.5 MB0:00 -- 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 gr...
Penny Herscher: "The Chair of the Board has to Exercise Leadership by Listening rather than by Speaking."
April 17, 2023 12:25 - 1 hour - 55 MB0:00 -- 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...
Paul Washington: "The Roles of the Board in the Era of ESG and Stakeholder Capitalism."
April 10, 2023 12:30 - 59 minutes - 54.5 MB0:00 -- 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...
Stephen Bainbridge: "The Profit Motive: Defending Shareholder Value Maximization."
April 03, 2023 12:30 - 59 minutes - 54.4 MB0:00 -- 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 val...
Lawrence Cunningham: "Amid Heightened Uncertainty, Directors Should Expect To Be Second Guessed."
March 27, 2023 12:36 - 52 minutes - 48.1 MB0:00 -- 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...