(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

(0:00) Intro

(1:55) About the podcast sponsor: The American College of Governance Counsel

(2:42) Start of interview

(3:56) Sue's origin story

(5:42) The Rise of Biotech and her Career Journey (BioRad, Dupont, Amersham and Affymetrix)

(12:04) Transition to Venture Capital (Mohr Davidow Ventures, GE Ventures)

(14:55) Evolution of Corporate Venture Capital (since ~2010) "They [now] represent about 28% of all VC dollars going into startups."

(19:32) Her Board Membership Journey (since 2000, as a board member at Affymetrix where she was an executive)

(21:12) The Impact of AI on Governance

(21:53) Cultural Differences in Boardrooms between founders and investors: "if you do governance right, it should be an enabler, not a suffocator."

(29:24) Navigating Geopolitical Risks. Example: Align Technology: We moved about 90% of our Russia based developers to Armenia.

(33:01) Challenges in Life Sciences Funding

(34:52) The AI Investment Boom

(37:16) Activism's Influence on Corporate Boards. "They punish the lack of communication. They punish obscuring things."  Reference to E189 with Joele Frank and Anne Chapman.

(42:36) The Evolution of Compensation Structures "I think one of the key topics around comp is aligning pay, performance, and purpose."

(45:34) Other relevant board topics: human capital, innovation, data and board culture.

(47:57) The Importance of Board Refreshment (digital and IA natives that can govern in the boardroom)

(49:12) Books that have greatly influenced her life:

1. Passages by Gael Sheehy (1976)
2. Mountains Beyond Mountains by Tracy Kidder (2003)

(52:00) "People that helped her along"

(54:23) An unusual habit or an absurd thing that she loves. 

(54:59) The living person she most admires: Francis Collins.

(56:39) Quotes that she thinks of often or lives her life by.

Sue Siegel is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades.

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

(1:25) About the podcast sponsor: The American College of Governance Counsel

(2:12) Start of interview

(3:01) Karen's origin story

(3:44) Early Career and Transition to Technology

(5:40) The Dot-Com Era and her time at Brobeck and later at Orrick.

(8:50) Her transition to Prosper Marketplace (Chris Larsen's company) 

(9:40) Her time at Box, Inc. and Apple *Reference to E179 with Jack Lazar

(13:14) Her journey to Venture Capital.

(14:16) Joining B Capital (in 2019) and the firm's investment focus

(16:16) The nature of B Capital's partnership with the Boston Consulting Group (BCG) 

(19:32) Governance in Early Stage Companies

(20:42) Her role as a board partner of her firm. *Reference to VCBA program

(23:22) Building Trust in Governance "It starts on day one. And that trust is just, is literally earned through every conversation, every interaction, and certainly every board meeting."

(25:41) Founder-Friendly Terms and Market Changes

(28:43) The Importance of Governance During Crisis

(31:52) CEO Succession and Leadership Transition

(37:45) Advisory Boards vs. Fiduciary Boards

(40:06) On board observers

(44:08) Board Committees and Their Evolution

(48:10) The Debate: Stay Private or Go Public

(51:37) Books that have greatly influenced her life:

1. Annie Duke's Thinking in Bets (2018)
2. Ray Dalio's Principles (2017)
3. Shoe Dog by Phil Night (2016)

(52:00) Her mentors: David Geyer (Brobeck), Aaron Levie (Box), Howard Morgan (B Capital)

(52:48) Quotes that she thinks of often or lives her life by: "never cut what you can untie". And the other is "never confuse motion with progress."

(53:03) An unusual habit or an absurd thing that she loves. 

(53:25) The people she most admires

(55:50) Diversity on Boards in Venture Capital

Karen Page is a General Partner and Board Partner at B Capital. As a Board Partner, she collaborates with portfolio company leadership, B Capital’s investment team and the firm’s network of advisors to provide best-in-class strategic guidance

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 to this episode

(1:34) About the podcast sponsor: The American College of Governance Counsel.

(2:21) Start of interview

(3:19) Joele Frank's origin story

(5:02) Anne Chapman's origin story

(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).

(12:46) Shareholder activism in today's market

(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27]

(18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"

(21:27) On mega grants.

(23:17) The evolution of M&A in shareholder activism

(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).

(28:38) Evolution of ESG/DEI, including boardroom diversity.

(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.

(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.

(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).

(48:50) The Changing Landscape of Board Composition

(49:55) The Importance of Board Evaluations

(51:45) On the "stay private or go public" debate

Joele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank.

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

(1:24) About the podcast sponsor: The American College of Governance Counsel

(2:11) Start of interview. *Reference to E91 (April 2023) for Steven's personal/professional background. 

(2:34) The current era of corporate law.

(3:39) Transition to Substack Publishing

(6:40) The DExit Phenomenon Explained

(11:35) Understanding Delaware's SB21 and Its Implications. His article, Course Correction for Controller Shareholder Transactions.

(19:53) The impact of SB21 on shareholder inspection rights (Section 220 litigation)

(23:20) Texas and Nevada: business-friendly but different environments

(25:55) The Future of Startups and Incorporation Choices *reference to a16z's Delaware exit (July 2025)

(29:56) The Cycle of IPOs and Market Trends (stay private vs go public debate). Reference to The Eclipse of the Public Corporation (1989)

(36:47) The Rise of U.S. Government Intervention in corporate affairs (industrial policy).

(38:28) The concept of a "golden share" (in reference to US Steel situation)

(42:04) The fluctuation of politics in corporate governance and industrial policy.

(45:44) Analyzing Public Benefit Corporations in AI industry ("is it driven by economics or PR?")

(53:07) Rethinking the ESG phenomenon (political polarization)

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law

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/

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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

(2:23) Start of interview

(3:11) Brad's origin story

(4:54) Venture Capital Beginnings

(5:39) The Rise of the Internet

(8:10) His role in Softbank Technology Ventures and later Mobius Venture Capital. Reference to Heidi Roizen E6, E108 and E116

(12:26) Transition to Techstars and Foundry

(13:36) Origin and focus of his book Startup Boards. Reference to his blog post: Feld Thoughts. "Boards (and board members) for private companies operate on a bell curve" (some are excellent, some are horrific, and most are average).

(15:31) The Evolution of Founder-Friendly Terms

(30:06) Effective Board Composition

(35:00) Defining a Great Board: the Board as a Team. Reference to Matt Blumberg's Rule of 1s: see E52 (2022)

(38:05) "The goal of the board is to get different skill sets around the table" "I think a founder should fight against investors having additional observer seats."

(41:13) Why he considers it a red flag when a director claims they're acting out of "fiduciary duty." *Reference to the Startup Litigation Digest

(44:50) Governance concerns in the AI Boom

(47:37) Books that have greatly influenced his life:

1. Zen and the Art of Motorcycle Maintenance by Robert Pirsig (1974)
2. The entire pantheon of Neal Stephenson and William Gibson 
3. Science fiction written by female writers (as a category)
4. Hyperion Cantos by Dan Simmons

(50:05) His mentors: Len Fassler and his uncle, Charlie Feld.

(51:55) Quotes that he thinks of often or lives his life by: from his Dad: "If you're not standing on the edge, you're taking up too much space.", from Len: "Brad, they can't kill you and they can't eat you. Suit up."

(53:00) An unusual habit or an absurd thing that he loves. "I love philanthropically funding bathrooms." Also, the Banana Lounge at MIT.

(55:38) The living person he most admires: his wife Amy Batchelor.

Brad Feld has been an early-stage investor and entrepreneur since 1987. He co-founded two venture capital firms, Foundry Group and Mobius Venture Capital, and multiple companies, including Techstars. 

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