Boardroom Governance with Evan Epstein Podcast Por Evan Epstein capa

Boardroom Governance with Evan Epstein

Boardroom Governance with Evan Epstein

De: Evan Epstein
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Sobre este áudio

 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.2020-2025 Boardroom Governance Desenvolvimento Pessoal Economia Gestão e Liderança
Episódios
  • Alex Edmans: How Board Members Can Challenge Bias and Think More Critically

    Alex Edmans: How Board Members Can Challenge Bias and Think More Critically
    May 21 2025
    (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 by misinterpreting the steps in a logical argument. The four key stages are: a statement is not fact, a fact is not data, data is not evidence, and evidence is not proof.(27:27) On his book "Grow the Pie" and the shareholder and stakeholder debate.(30:13) On the pushback against ESG in the US ("pushback is better than backlash"). His paper The End of ESG (2023)(32:53) On the use and misuse of board diversity data. His paper: (Diversity) Equity and Inclusion (2023)(40:34) On AI and the boardroom(44:15) On Public Benefit Corporations (PBCs). (49:23) The value of scientific research for boards(50:27) Books that has greatly influenced his life:The 7 Habits of Highly Effective People by Stephen Covey (1989)The Little Prince by Antoine to Saint-Exupéry (1943)The Alchemist by Paulo Coelho (1988)(53:12) His mentors:His dadWilliam Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley)Learning from every situation(54:25) Quotes that he thinks of often or lives his life by: "You can do everything you want to and be everything you want to be but not all at once" (Laurie Hodrick). "You don't know how many times you'll get to play in your life so if you do get the chance you've got to rock it big time" (Tony Mortimer, East 17)(56:53) An unusual habit or an absurd thing that he loves: exercising daily.(59:06) The living person he most admires: Stuart Pearce.Alex Edmans is a Professor at London Business School, Fellow of the British Academy; and Fellow of the Academy of Social Sciences. 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
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    1 hora e 1 minuto
  • Rick Horvath (Dechert): What Corporate Directors Need to Know About Delaware's SB 21

    Rick Horvath (Dechert): What Corporate Directors Need to Know About Delaware's SB 21
    May 12 2025
    (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 under Section 144)(24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025)(26:06) Explaining the MFW Doctrine, a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty."(30:45) Changes to Section 220 Shareholder Inspection Rights by SB21.(34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause"(37:00) Competing States: Nevada and Texas (40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks.(44:50) Book that has greatly influenced his life: Hagakure (early 1700s, Japan)(45:47) His mentors:Mark Thierfelder (Co-Chair, Dechert) Eric Waxman (Ares Management) Tom Allingham (former partner at Skadden)(46:58) Quotes that he thinks of often or lives his life by.(47:52) An unusual habit or an absurd thing that he loves. (49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III.Rick Horvath is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters. 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
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    51 minutos
  • Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties

    Roy Shapira: Europe’s Corporate Sustainability Directive and Its Impact on U.S. Board Oversight Duties
    Apr 28 2025

    (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 with CS3D

    (16:32) Oversight Duties Under U.S. Law ("Caremark Duties")

    (23:10) Linking Caremark Duties with CS3D

    (26:00) Sanctions for Non-Compliance with CS3D

    (29:47) Compliance and Enforcement Mechanisms

    (33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21

    (34:26) Changes to Section 144 (controlling shareholder transactions)

    (37:15) Changes to Section 220, Shareholder Inspection Rights

    (41:33) Changes to independent director analysis by Delaware's SB21

    (45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now."

    (46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here.

    (48:27) Books that have greatly influenced his life.

    (49:10) His mentors.

    1. Professor Mark Roe (Harvard Law School)
    2. Professor Luigi Zingales (Chicago Business School)

    (49:50) Quotes that he thinks of often or lives his life by: "Control what you can control."

    (50:27) An unusual habit or an absurd thing that he loves.

    Roy Shapira is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance.

    You can follow Evan on social media at:

    X: @evanepstein

    LinkedIn: 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
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    53 minutos

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