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
  • Robin Feldman: On the Evolution and Regulation of AI

    Robin Feldman: On the Evolution and Regulation of AI
    Apr 21 2025
    (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 a red team of skeptics.(9:58) Boards and AI Ethics. Robin's Rules of Order for AI. Rule #1: Distinguish Real-time Dangers from Distant Dangers(15:21) Antitrust Concerns in AI(18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective."(23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means."(26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country."(29:03) AI in the Financial Industry(33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them."(35:43) Her new book "AI vs IP. Rewriting Creativity" (coming out July 2025).(37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach."(38:26) Books that have greatly influenced her life:Rashi's Commentary on the BibleTalmud(39:06) Her mentors.Professor Robert WeisbergProfessor Gerald Gunther(41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime."(42:34) An unusual habit or an absurd thing that she loves. Robin Feldman is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF. 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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    44 minutos
  • Amy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy

    Amy Rojik (BDO Center for Corporate Governance): From Audit Quality to Governance Strategy
    Apr 10 2025

    (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 evolution of ESG "ESG is considered a four-letter word at this point"

    (21:26) Evolving geopolitical landscape and challenges to globalization.

    (24:25) CEO Succession Challenges

    (26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE)

    (33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets.

    (38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations.

    (42:08) Evolving Board Structures

    (44:07) Books that have greatly influenced her life:

    1. The Notebook by Nicholas Sparks (1996)

    (45:31) Her mentors.

    (47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want."

    (48:19) An unusual habit or an absurd thing that she loves.

    (48:54) The living person she most admires.

    (49:50) BDO USA governance podcast

    Amy Gojik is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for 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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    52 minutos
  • Emily Melton: Mechanics of Venture Investing, the Age of AI, and Implications for Boards

    Emily Melton: Mechanics of Venture Investing, the Age of AI, and Implications for Boards
    Mar 31 2025

    (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 the board level in the VC context. "Decisions with an investors' hat vs board member hat"

    (31:35) Mention of the VC-Backed Board Academy in SF on May 14, 2025, and NYC on Oct 28, 2025.

    (32:31) The role of independent directors in VC-backed companies. "I love bringing in independent directors early."

    (38:09) On board observers. "I always try to think about [board roles] in a two-year cycle"

    (42:44) The state of diversity in VC. Discussion about All Raise (founded in 2018).

    (48:12) Navigating the AI Landscape "it's a different world"

    (55:10) Books that have greatly influenced her life:

    1. The Soul in the Game by Vitaliy Katsenelson (2022)

    (55:43) Her mentors: Heidi Roizen (E6, E108 and E116)

    (57:07) Quotes that she thinks of often or lives her life by. "Happiness = Reality - Expectation"

    (57:56) An unusual habit or an absurd thing that she loves.

    (58:31) The living person she most admires.

    Emily Melton is a co-founder of Threshold Ventures. She is looking for entrepreneurs who are genuinely excited about being agents of change and have an almost irrational drive to make things better.

    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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    1 hora
  • Joe Hurd: Governance in Times of VUCA (Volatility, Uncertainty, Complexity, and Ambiguity)

    Joe Hurd: Governance in Times of VUCA (Volatility, Uncertainty, Complexity, and Ambiguity)
    Mar 17 2025
    (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. First board experience: a UK public company called GoCompare.(16:50) Difference between a "good" and a "great" director. (18:34) Distinguishing the concept of overboarding between public and private VC-backed companies. Reference to VCBA (5/14/25)(21:06) Some differences between U.S. and U.K. governance practices.(24:57) On the increasing politicization of corporate governance, including ESG and DEI (plus boardroom diversity). "Let's bend it, not end it."(27:47) The origin story of the bio books that he compiles.(31:07) On the impact of AI in the boardroom. Boards need to 1) move faster on AI, and 2) focus on the transformation, not only the tech.(35:50) On navigating in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity). "Act proactively, not reactively"(38:18) Challenges for boards in next 5-10 years: 1) time management and 2) increasing focus on director skill sets.(35:50) On navigating the regulatory landscape in VUCA times (Volatility, Uncertainty, Complexity, and Ambiguity).(41:27) On board evaluations.(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.(49:15) The UK's approach for boards to engage with employees: workers' council, board representation, or DNEDs.(46:00) Will governance regulations harmonize internationally? Example: climate change disclosures.(51:50) Books that have greatly influenced his life:How to Win Friends and Influence People by Dale Carnegie (1936)Range, by David Epstein (2019)(52:38) His mentors: Barry Williams (E153)(54:13) Quotes that he thinks of often or lives his life by. "Be kind, for everyone you meet is fighting a hard battle" and "I never lose, I either win or learn."(56:27) An unusual habit or an absurd thing that he loves. (57:10) The living person he most admires.Joe Hurd is a purpose-driven public company board director and strategic advisor who focuses on digital transformation, international expansion and stakeholder engagement. 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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    59 minutos
  • Jorge Titinger: Leadership, Governance, and the Erosion of Trust

    Jorge Titinger: Leadership, Governance, and the Erosion of Trust
    Mar 3 2025

    (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). "I think the companies that embarked on DEI programs for the sake of checking a box or purely for the sake of compliance are the ones that need to change or got in trouble."

    (28:49) Differences between CEO coaching and board membership. "Most engineers need to get way better at EQ. When you get into leadership, it's a lot more about influence than being right."

    (31:26) On founder-led companies and governance.

    (37:00) On the impact of AI on business and boards. *Reference to E162 with Nora Denzel on NACD's BRC on tech in the boardroom.

    (44:30) On trend of AI companies incorporating as PBCs.

    (46:55) Books that have greatly influenced his life:

    1. Good to great by Jim Collins (2001)
    2. Crossing the Chasm, by Geoffrey Moore (1991)
    3. The Hard Thing About Hard Things, by Ben Horowitz (2014)
    4. Philosophy: Buddhism

    (48:42) His mentors: parents, Russell Redenbaugh, and his karate instructor.

    (51:44) Quotes that he thinks of often or lives his life by.

    (52:37) An unusual habit or an absurd thing that he loves. Sports examples and analogies with business world.

    (54:38) On the impact of work from home. "Trust has gone from imperative to imperiled"

    (58:00) The living person he most admires: Reed Hastings. *Reference to Netflix board case study

    Jorge Titinger is the founder and CEO of Titinger Consulting, a boutique consulting firm focused on strategy development, the cultural aspects of M&A, corporate transformations and leadership coaching.

    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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    1 hora e 2 minutos