(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/

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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

(1:26) 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:

1. Rashi's Commentary on the Bible
2. Talmud

(39:06) Her mentors.

1. Professor Robert Weisberg
2. Professor 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: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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

(1:13) 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 Rojik 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/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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

(1:15) 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/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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

(1:26) 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:

1. How to Win Friends and Influence People by Dale Carnegie (1936)
2. 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: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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

(1:15) 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/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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) 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 and bust of SPACs ("incentives were misaligned")

(23:05) On the governance of private equity and VC backed companies. Reference to VCBA in SF 5/14 and NYC on 10/28

(28:15) AI's impact on governance and new corporate structures (PBCs) 

(32:36) On the growing influence—and disruption—of Silicon Valley in Washington, D.C. ("this feels like Uber")

(37:27) The evolving dynamics of California’s business landscape ("if it wasn't for the AI boom, I think we'd be in a pretty hurting spot")

(41:21) On the current backlash against Delaware and Elon Musk's pay package at Tesla  *Reference to Delaware's SB21

(44:43) Looking Forward: the importance of AI in the boardroom ("the genie is out of the bottle")

David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. 

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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.

(1:33) 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 Public" debate. *Reference to E157 with Tom Callahan, CEO of Nasdaq Private Market

(27:17) On the current ESG/DEI backlash ("I think it's an anti-shareholder backlash")

(30:52) On the current backlash against Delaware as the favored corporate home

(35:26) The McRitchie v. Zuckerberg Case (firm-specific vs diversified equity investors' fiduciary duties)

(46:54) On the concentration of power by institutional investors *Reference to E118 with John Coates, from Harvard Law School. Reference to Freshfield's report A Legal Framework for Impact (2021) 

(52:03) Looking Forward: US boards under the EU Directive on Corporate Sustainability Due Diligence.

Rick Alexander is the CEO of Shareholder Commons. He is also a leading expert in public benefit corporations.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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

(1:35) 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 advice from their boards, not a grade"

(25:39) The questions board members ask matter. "The question is the asset" "Ask questions and question the answers" 

(30:40) Rethinking Board Information Approaches *Reference to Netflix board case study

(33:30) Embracing Uncertainty and Risk

(37:55) Private vs. Public Strategy Dynamics

(42:10) The Role of Culture and Talent in Strategy (scope of company founders)

(46:55) Key Strategic Priorities for Directors (beyond idiosyncrasies of each company): 1) Geopolitics; 2) Technological Shifts (AI, Cyber, etc); and 3) Talent (Workforce and People).

(53:10) Books that have greatly influenced his life:

1. Atlas Shrugged by Ayn Rand (1957)
2. The Final Days by Bob Woodward and Carl Bernstein (1976)
3. On Becoming a Person by Carl Rogers (1961)

(55:58) His mentors.

(56:41) Quotes that he thinks of often or lives his life by. 

Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors.  He is also Global Chair and former global Managing Partner of Monitor Deloitte.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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.

(1:52) 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 markets and the new geopolitical landscape. Nasdaq as "the trusted fabric of the financial markets". Reference to article by Nelson Griggs, Nasdaq President.

(22:32) On the "stay private vs go public" debate, and arguments for public listings: 1) access to capital, 2) liquidity, 3) creating an acquisition currency, and 4) having the brand and the trust of a public company.

(27:00) Private Equity backed companies going public.

(29:50) On the influence of AI in public markets and in governance.  Boardvantage's AI solutions for directors.

(35:30) Outlook for 2025.

(39:55) On direct listings and SPACs (50 SPACs on Nasdaq in 2024)

(40:36) On board education. Reference to the 3rd VC-Backed Board Academy (VCBA) on May 14, 2025, at Cooley in SF.

Jeff Thomas serves as EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

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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