(0:00) Intro

(1:29) About the podcast sponsor: The American College of Governance Counsel.

(2:15) Start of interview. *Reference to prior episode with Leo Strine (E100)

(3:09) The Call of Conscience and The Current Moment (reference to his speech at the Weinberg Center in Oct of 2025)

(5:18) Skepticism about Credibility of the Elite Among the Youth

(7:02) The Ethical Muscle

(8:20) Acknowledging Discrimination

(8:56) The Climate Crisis

(12:37) Shifts in Delaware Law

(13:45) Return to Traditions. "What Delaware has done is return to its traditions that existed the entire time I was a judge."

(14:28) The Controlled Company Debate and the MFW standard.

(25:00) On the recent pushback against incorporating in Delaware: "I don't minimize the moment"

(32:00) Section 220 Books and Records under SB21

(34:20) The statute was amended to provide more predictability. It actually looks like the Model Business Corporation Act. "I think both elements of this statute balance fairness and efficiency in a really good way."

(39:54) Activist Judges and Delaware. "This was a nonpartisan initiative to restore confidence in Delaware's corporate law. I have the utmost respect for our judiciary, I'm proud to have been part of it, and I believe they will follow the law."

(42:26) Delaware's Competitive Edge

(48:25) The Rise of AI Companies

(52:16) Energy Demand from AI. From guardrails to "trust us"

(58:39) The Urgency of Leadership

(1:01:59) Davos looks like a portrait of leadership failure "either eliminate it or make it real."

Leo E. Strine, Jr., is Of Counsel at Wachtell, Lipton, Rosen & Katz. Prior to joining WLRK, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019.  

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

(2:04) About the podcast sponsor: The American College of Governance Counsel

(2:50) Start of interview

(3:51) Betsy's origin story

(9:14) The HealthSouth Board Scandal

(16:35) Her preference when picking what boards to serve on

(17:30) Insights VC-backed Boards and role and profile of the independent director in this context

(21:20) Insights on PE-backed Boards and role and profile of the independent director in this context

(25:35) Navigating International Board Dynamics. Her experience on boards of Volvo and Schneider Electric.

(30:57) The Rise of Private Markets. Example of Atlas Air (Apollo backed). IPOs in 2026.

(35:07) AI's Impact on the Market and other macro trends

(38:10) Founder-Led Companies and Governance (including dual-class share structures).

(42:25) The Impact of Geopolitics on Governance

(45:11) The Impact of Politicization on Governance. Examples of Budweiser, Google, Netflix, and the mission-driven approach by Coinbase.

(50:09)  Adapting to Accelerating Change as Directors. The problem with incrementalist "custodian" directors in times of disruption. "It's really about being change-adaptive and comfortable making decisions with incomplete information. You look at someone like Musk, he's making decisions when he has 60% of the information. Most boards want 95% before they'll move. That's the fundamental challenge."

(55:58) Books that have greatly influenced her life ("the best business book"):

1. Good to Great, by Jim Collins (2001)

(56:16) Her mentors. Craig Billings (CEO Wynn Resorts), Michael Steen (CEO Atlas Air Cargo), Jean-Pascal Tricoire (Chairman, Schneider), her mom ("her biggest mentor").

(57:06) On the current state of shareholder activism

(57:58) Quotes that she thinks of often or lives her life by "Perfect is the enemy of good enough." 

(58:19) An unusual habit or an absurd thing that she loves: she's a compulsive note-taker (plus, her recommended policy for directors)

(1:00:12) The living person she most admires: Elon Musk

Betsy Atkins has served on more than 38 public company boards and through 17 IPOs, in addition to scores of PE and VC-backed company boards. She brings a rare perspective shaped by crisis situations, international board service, and rapid technological change. She currently serves on the boards of Wynn Las Vegas, GoPuff, and the Google Cloud Advisory Board.

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

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

(2:05) Start of interview 

(2:48) Michael's origin story. Academic Journey and Early Influences. *reference to Correlation Ventures

(8:55) About his paper Board Dynamics over the Startup Life Cycle (2020) with Nadia Malenko. 

(11:30) Role of independent directors in VC-backed companies.

(16:05) Control Dynamics in Startup Boards

(17:21) The Evolution of Founder Control *Reference to E187 with Brad Feld (Oct 2025)

(28:11) The Future of Private Markets

(29:21) The Future of IPOs “What’s been missing from the IPO market since 1996 is the small- to mid-cap company. In my view, the solution for public markets is to restore their uniqueness by shutting down private secondary markets and making public-market liquidity distinctive again.”

(33:40) The Role of Private Equity in Governance

(39:47) Distinctions Between VC and PE Boards

(42:24) Insights from Private Equity for Public Companies “A PE firm is really an investment bank with a consulting arm, where the partners sit on both sides and have equity in the whole game.” "What PE solves is expertise alignment, and a clear investment horizon for an exit."

(47:36) The Impact of AI on Board Governance

(50:20) Books that have greatly influenced his life:

1. One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)
2. Culture Series by Ian Banks (1987-2012)
3. A Brief History of Intelligence by Max Bennett (2023)

(53:14) His mentors 

(54:24) Quotes that he thinks of often or lives his life by: "All models are wrong, but some are useful" by George Box

(53:15) An unusual habit or an absurd thing that he loves. Watching the Big Lebowski.

(55:53) The living person he most admires: Derek Thomson.

(57:26) Moving from VC to PE Research in New York

Michael Ewens is the David L. and Elsie M. Dodd Professor of Finance and co-director of the Private Equity Program at Columbia Business School.

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

(1:36) About the podcast sponsor: The American College of Governance Counsel

(2:22) Start of interview

(3:21) Jennifer's origin story

(8:06) Journey to Treasury starting with Sara Lee Corporation, to Cisco and eBay (20-year career in Treasury)

(15:05) From Box to CFO roles at Coupons.com and Smartsheet (took it public as CFO)

(20:50) Building a Board Career: True Search, Auth0 (acq by Okta), Nerd Wallet, Wyze, Riskified and Klaviyo.

(23:40) Private vs. Public Boards

(27:47) On founder-led companies

(30:01) The Role of Audit Committees

(30:50) Navigating AI in the board

(36:37) On increased politicization and geopolitics in the boardroom

(38:44) CEO-CFO strategy and talking about the hard stuff

(40:22) Qualities of a Great Board Member: "The best board members ask the right questions at the right time in the right tone" (from Anita Sands). "They're willing to help in however the company wants them to help."

(44:05) Effective Board Meetings

(45:59) Books that have greatly influenced her life:

1. Gifts Differing by Isabel Briggs Myers (1980)
2. Discover your Strengths by Donald O. Clifton and Marcus Buckingham (2001)
3. Dare to Lead by Brené Brown (1980)

(48:36) Her mentors 

(50:09) Quotes that she thinks of often or lives her life by "Don't take no for an answer and don't give up" 

(51:09) An unusual habit or an absurd thing that she loves: Family Search

(53:40) The living person she most admires: Taylor Swift

Jennifer Ceran is a seasoned finance executive and board member whose career spans treasury leadership, the CFO role, and public and private company board service. Jennifer currently serves on the boards of NerdWallet, Wyze, Riskified, Klaviyo, Flock Safety, and Mesh Payments.

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

(1:45) About the podcast sponsor: The American College of Governance Counsel

(2:31) Start of interview

(3:04) Jeff's origin story. Began career in investment banking at First Boston before transitioning to a 25-year run as CFO across media companies (King World, Nielsen) and tech (DoubleClick, Oracle).

(7:16) Transitioning to Bessemer Venture Partners.

(8:40) Focusing on his board career and audit committee member. ValueClick, Priceline (Booking Holdings).

(11:06) Growth in Public vs. Private Markets

(12:49) The State of European Entrepreneurial Ecosystem

(13:41) The Role of BVP CFO Council

(15:31) Understanding California and Silicon Valley's Unique Culture

(18:44) AI's impact on the CFO role

(20:54) Dynamics Between CEOs and CFOs

(23:12) CFOs in Startups vs. Public Companies "We've observed that about 5% of the headcount of any co' at any size is in the finance dpt.")

(25:25) CFOs as Board Members

(27:35) Board decisions on CEO hiring and firing. "The CEO's role is to articulate an effective strategy, to hire a great team, and then to execute that strategy well using that great team." "If over five years the CEO has never changed their mind based on board input, you have the wrong board."

(30:36) On effective Board Composition

(32:41) Navigating Shareholder Activism, including his experience at Twilio

(37:35) The Debate: Stay Private or Go Public. "There are three ownership structures: public companies, PE-owned companies (where PE controls CEO), and founder-controlled private companies" "I think you're going to see quite a few companies stay private forever or for decades."

(39:30) Preparing for the Future of Venture Capital 

(41:13) Optimizing Board Meeting Content. "Effective boards: 2/3 of time on未made decisions. Ineffective boards: show and tell." "Best-run companies: CEO encourages board members to meet with executives outside board meetings."

(45:50) Books that have greatly influenced his life:

1. The Snowball: Warren Buffett and the Business of Life by Alice Shroeder (2008)
2. My Early Life by Winston Churchill (1930) 
3. How to Talk So Kids Will Listen & Listen So Kids Will Talk by Adele Faber and Elaine Mazlish (1980)

(47:07) His mentors 

(50:50) Quotes that he thinks of often or lives his life by "You want to live your life to have a seamless web of deserved trust" by Charlie Munger

(53:15) An unusual habit or an absurd thing that he loves. Reading adventure stories from G.H. Henty

(54:01) The living person he most admires: Warren Buffett

Jeff Epstein is an operating partner of Bessemer Venture Partners where he leads BVP’s CFO Council. He is a former CFO of Oracle and currently serves on the boards of Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings).

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

(2:00) About the podcast sponsor: The American College of Governance Counsel.

(2:45) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24 and E161 from '25)

(4:43) IPO Environment. Reference to paper by Mark Roe: Half the Firms, Double the Profits

(11:58) Elon Musk's $1 Trillion Pay Plan "We will pay you an outrageous amount if you achieve preposterous results."

(14:40) Delaware's Supreme Court Decision Reversing the Chancery's Rescission of Elon's $56B (now $139B) Tesla comp 

(20:08) The AI Bubble "We're either in a bubble or a bubble is inevitable."

(25:24) OpenAI's Restructuring *more about the restructuring in this article

(28:18) Predictions on Elon Musk vs OpenAI trial

(32:47) Delaware Exodus "I describe Delaware now as the prostate of corporate law" "it's too soon to make a move from Delaware"

(36:16) Evolution of the Caremark Doctrine "the big enchilada"

(38:09) Delaware Attorney Fee Awards. *Reference to Joe Grundfest's paper on this topic.

(40:34) SEC enforcement focus 

(41:20) Biggest winner in business in 2025

(42:42) Biggest loser in business in 2025

(44:11) Biggest business surprise in 2025

(44:46) Best corporate governance trend from 2025

(46:00) Worst corporate governance trend from 2025

(48:28) What’s the biggest corporate governance trend to watch out for in 2026

(50:00) Thoughts on SEC (and other agencies) having Commissioners from a single party

(54:34) The Chicken!

Joe Grundfest is W.A. Franke Professor of Law and Business Emeritus at Stanford Law School, and Senior Faculty of the Arthur and Toni Rembe Rock 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

(1:31) About the podcast sponsor: The American College of Governance Counsel.

(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)

(3:22) 2025 highlights from the American College of Governance Counsel

(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance

(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)

(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"

(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.

(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."

(29:55) The Shift to Private Markets

(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."

(39:45) AI and Cybersecurity in the Boardroom

(40:42) On Mandatory Arbitration

(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.

(43:40) Biggest loser in business in 2025: Delaware

(45:15) Biggest business surprise in 2025

(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.

(50:00) Worst corporate governance trend from 2025: Partisanship

(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom

(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the company

David Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel.

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.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)

(3:11) AI dominance in public and private markets

(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)

(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule

(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure

(19:04) State vs. Federal Regulatory Landscape

(21:13) On SEC's change of policy relating to mandatory arbitration bylaws

(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting 

(27:18) SEC Changes to Rule 14a-8 proposals

(29:23) On Lack of Minority Party SEC Commissioners

(32:30) Delaware vs. Other States on Corporate Incorporations

(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.

(41:12) The State of Private Markets, IPOs and VC

(49:55) Biggest winner in business in 2025

(50:55) Biggest loser in business in 2025

(53:00)  Biggest business surprise in 2025

(54:32) Best and worst corporate governance trend from 2025

(58:18)  What’s the biggest corporate governance trend to watch out for in 2026

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

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

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

(2:08) Start of interview

(2:36) Michelle's origin story

(4:33) The Origins of Footnoted (started in 2003)

(6:36) Understanding SEC Filings and Disclosures

(7:20) The "Friday Night Dump"

(9:34) The State of Public vs. Private Markets

(12:40) The Rise of Private Markets and Challenges of Public Markets

(18:43) Red Flags in SEC Filings

(22:03) The Evolution of Executive Compensation and Elon Musk's Comp

(28:53) Egregious Corporate Governance examples: Sketchers.

(30:08) The problem of Related Party Transactions.

(31:37) Independence and Compensation of Board Members 

(32:36) Quote of Charlie Munger and Warren Buffett on this topic

(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era? 

(40:18) Reference to my article on AI washing

(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)

(43:22) The Role of Markets in Everyday Life

(47:45) Books that have greatly influenced her life:

1. The Jungle by Upton Sinclair (1906)
2. Germinal by Émile Zola (1885)
3. Crying in H Mart by Michelle Zauner (2021)

(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.

(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"

(50:52) An unusual habit or an absurd thing that she loves. 

Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings. 

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

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

(2:16) Start of interview

(3:01) Erik's origin story

(6:10) His role at the Tippie College of Business at the University of Iowa.

(7:49) Exploring his book Catching Cheats

(9:39) About the field of forensic economics

(11:00) The Challenge of Private Market Data and Fraud *Reference to our Startup Litigation Digest

(16:24) Board Responsibilities in Fraud Detection

(19:03) Challenges for private company boards

(21:22) Insights and red flags from the Madoff Case

(26:30) Insider Trading and Its Challenges

(31:29) The Role of Whistleblowers in Fraud. Reference to E142 with Tyler Shultz and E130 with Mary Inman (whistleblower attorney)

(35:44) Cultural Perspectives on White-Collar Crime

(39:59) The Intersection of Vision and Fraud

(41:27) Fraud problems in academia

(44:00) The Impact of AI on Fraud Dynamics *suggested read: The Trillion Dollar Governance Reckonings

(49:46) The role of directors in the stock backdating scandals "they were happy beneficiaries"

(51:03) Books that have greatly influenced his life:

1. Animal Farm by George Orwell (1945)
2. Into Thin Air by Jon Krakauer (1997)

(53:45) His mentors *discussion about the Norges Bank Investment Mgmt Fund ($2T AUM) and its ethical issues.

(56:23) Quotes that he thinks of often or lives his life by.

(57:10) An unusual habit or an absurd thing that he loves. 

(58:08) The living person he most admires: Bill Gates.

Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. 

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