0:00 Intro.

1:37 Start of interview.

3:03 Francine's "origin story". She grew up in Chicago and graduated from Purdue in accounting but "she hated it." She began in internal audit at Chicago’s Continental Illinois National Bank and Trust. She later worked with KPMG/BearingPoint in the early 1990s. She also worked at JP Morgan where she focused on Y2K risk. Post Sarbanes Oxley she worked at PricewaterhouseCoopers LLP until 2006. She then pivoted as an investigative reporter and feature writer. At MarketWatch, and for The Wall Street Journal and Barron’s, McKenna reported on public company accounting, fraud and financial investigations, and the potentially dubious financial reporting practices of pre-IPO companies. She also started teaching at different universities. She has now joined full-time as a Lecturer at University of Pennsylvania Wharton Business School.

17:53 On Ernst & Young’s $100 million penalty by the SEC for employees cheating on CPA ethics exams and misleading investigation. To put this case into context, it's important to understand KPMG's case from 2019 ($50 million penalty by the SEC). Note this teaching case study on the KPMG/PCAOB scandal.

24:50 Criminal convictions in KPMG case.

26:01 EY's role in misleading the investigation of the SEC.

31:38 On KPMG receiving its largest UK fine (£14.4M) for providing false information about its audits of Carillion and Regenersis. On why the "Big 4 Audit Firms" are "Too Big to Fail."

33:16 What's really going on with the Big 4  audit firms? Audit services vs consulting services. "When there is tension between professionalism and commercialism, [the latter] will always win out." "You cannot restrain the heartless except via enforcement."

37:50 On lessons for directors in frauds of private companies. "I use Theranos as a warning case for students in accounting: it's the canary in the coalmine in case the audit profession doesn't evolve." There were three audit firms involved in the Theranos case: EY at the beginning but then walked away, then KPMG until they had a dispute about stock option valuations (staying only to do consulting), and PwC did forensic work winding down the company. None of them audited the firm, they only provided services. "They [the audit firms] made more money, with less liability, by providing other services [actively choosing not to provide auditing services.]" "Private companies avoiding going public [the deeper scrutiny] is the shape of things to come." How the JOBS Act stripped away some of the scrutiny over emerging growth companies [EGCs]. Some, like SEC Commissioner Hester Peirce, are in favor of this lighter regulatory approach.

47:22 On whether unicorns require a stricter regulatory framework. "We are seeing this [laissez-faire] attitude to the max in the crypto industry."

50:00 On whether Sarbanes Oxley had a negative effect on the US IPO market. "We should not have marginal/shady companies in the public markets." On the negative effect of relaxing the rules in the JOBS Act. "We should be talking about the quality of companies, not the quantity of listings."

55:26 On the difference between valuations (in private companies) and marketcap (in public companies). "I'm a big believer in the power of short sellers and activist investors to highlight [price inefficiencies and fraud] because they put their money where their mouth is." "The SEC has been very disappointing in both Republican and Democratic administrations in terms of actually calling accounting fraud by its name." On the role of whistleblowers.

01:04:02 On the rise (and increasing political polarization) of ESG. "I'm cynical towards it, firms are looking to get a piece of clients' wallets." "The trend first emerged in Europe with firms providing side audits like carbon emissions." "My head is tainted with the idea that it's all a big marketing ploy." The audit mandate in the proposed SEC's climate change disclosure rules. On the proxy proposals (like Exxon's) and greenwashing.

01:10:28 - Three books that have greatly influenced her life: 

1. Siddartha, by Hermann Hesse (1922)
2. The Road Less Traveled, by M. Scott Peck (1978)
3. The Origins of Totalitarianism, by Hannah Arendt (1951)

01:13:18 - Who were your mentors, and what did you learn from them? 

From her time at Continental Illinois:

1. Peggy Jackson Turner
2. Judy Port

01:15:03 - Are there any quotes you think of often or live your life by? 

1. "Der Mensch Tracht, un Gott Lacht (Man Plans, and God Laughs)" (Yiddish)
2. "Morallity cannot be legislated, but behavior can be regulated. Judicial decrees may not change the heart, but they can restrain the heartless." Martin Luther King Jr.

01:16:12 -  An unusual habit or an absurd thing that he loves: collecting metal objects.

01:17:47 -  The living person she most admires: Judge Jed S. Rakoff, Jordan Peele.

Francine McKenna is a full-time Lecturer at University of Pennsylvania Wharton Business School. She teaches ACCT 611 and 613, Introduction to Financial Accounting for MBAs. She is also an independent writer and commentator and authors the newsletter The Dig, where she scrutinizes accounting, audit and corporate governance issues at public and pre-IPO companies.

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Twitter: @retheauditors

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

Substack: https://thedig.substack.com/

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0:00 Intro.

1:34 Start of interview.

2:12 Keir's "origin story". He grew up in the Bay Area and went to high school in Oakland where he ran track and got a scholarship to go to Ohio State. After realizing he wasn't going to be an Olympian, he decided to study law at U Penn. When he graduated in 1999, he joined the SEC where, among other matters, he was part of the shareholder proposals taskforce which led him on the path of corporate governance. After 6 years at the SEC, he joined Covington & Burling where he practiced for about 13 years. In his last year at Covington he worked on the Uber investigation, after which he was hired to join the company as Associate General Counsel for Corporate (where he led the IPO, the company's corporate governance and ESG programs). He later got promoted to Deputy GC. He joined Broadridge Financial Solutions as Chief Legal Officer in 2021.

5:55 Keir's role on the governance assessment for the Holder Report in 2017 [where his firm recommended that Uber focus on four prevailing themes with regard to taking the following remedial measures: tone at the top, trust, transformation, and accountability]. His headline: "Governance directly and unequivocally impacts value." "For me, Uber is the quintessential example for that." "At that time, Uber was king of the world: the largest and most valuable Unicorn, rapidly expanding around the world, they had radically changed how people got around." "Uber's scandal started with Susan Fowler's blog post (which indicated a culture in need of change) and the #DeleteUber campaign post travel ban fiasco in NYC." "These events set the company into a spiral, where they had to address these governance and cultural issues in order to thrive and survive."

13:40 On Silicon Valley's "growth at all costs" and "founder empowerment" culture, and the unique distinctions between private vs public corporate governance practices: "The real question in my mind is has Silicon Valley learned its lesson? Have the VCs learned?" "Here is the truth of it: for every Theranos, Uber or WeWork, there is a Facebook, and let's be very candid here, FB is still very successful - if you were an original investor in FB you have done very well for yourself - despite the company not embracing the best corporate governance practices [and yet FB is still thriving]." "[Despite some of the governance scandals in tech companies] there is certainly more awareness now about how corporate governance can impact value."

19:07 On the evolution of corporate governance and the growing influence of institutional investors. Its impact on private venture-backed companies: "There must be a governance transition based on the growing number of investors participating in the company's evolution (particularly if/when the company goes public)."

25:15 On the history and focus of Broadridge Financial Solutions.

27:50 On the role of technology, Blockchain, Meme Stocks and Proxy Voting. The Delaware Vice-Chancellor Travis Laster Speech at CII: "The Block Chain Plunder: Using Technology to Clean Up Proxy Plumbing and Take Back the Vote." (2016) The SEC's Proposal to Reduce Risks in Clearance and Settlement. "I'm not sure blockchain will be the technological solution that everyone is embracing."

33:36 On proxy contests ("the level of proxy contests seems lower than what we would have expected."), and the new SEC rules on universal proxy cards. This rule will start applying this August ("will it meaningful increase the number of proxy contests? It's an open question at this point.")

40:30 Keir's thoughts on boardroom diversity, including SB-826 and AB-979 getting struck down in California Courts: "I personally would not read too much into those [court decisions in California] for two reasons: 1) Spinning in the wind  and 2) 
"the horse has left the barn" on the topic of boardroom diversity." "Investors, employees, customers and the general public all care about the composition of a board from a diversity perspective." 

45:05 His thoughts on the SEC's current agenda. "There is no doubt that there is a very pro-enforcement agenda in place right now." "There is a new Sheriff in town." The EY Enforcement Action (where EY had to pay a $100M penalty for employees cheating on CPA ethics exams and misleading investigation). Dissent from Commissioner Hester Pierce.

51:13 On the politicization of boards and how companies and boards have to deal with hot (and controversial) social topics. Assembling a group of employees to handle how, when and what should the company address about these issues. "It's an incredibly hard challenge for GCs and other senior executives." "Employees, customers and investors expect you to address these issues." "How you communicate is super important." His view on the "Mission-focused company" approach taken by Coinbase: "For me, that probably means that I will never be a Coinbase customer because I care deeply about the company to whom I give my money." "I think of Procter & Gamble as the gold standard on how to communicate effectively around these thorny questions." 

58:04 A book that has greatly influenced his life: 

• The Autobiography of Malcom X, by Malcom X and Alex Haley (1965)

59:00- Who were your mentors, and what did you learn from them? 

1. Marty Dunn, former Deputy Director and Chief Counsel of the SEC and former partner at OMM and MoFo.
2. David Martin, partner at Covington & Burling. He was his "Dutch uncle" ("someone who is going to be very hard on you privately, but in public will sing your praises.")

1:00:35 - Are there any quotes you think of often or live your life by? 

• From Trillion Dollar Coach (biography of Bill Campbell) by Alan Eagle, Eric Schmidt and Jonathan Rosenberg (2019):  “Leadership is not about you, it’s about service to something bigger: the company, the team. Bill believed that good leaders grow over time, that leadership accrues to them from their teams. He thought people who were curious and wanted to learn new things were best suited for this. There was no room in this formula for smart alecks and their hubris.”

1:02:17 - An unusual habit or an absurd thing that he loves: "Zombie Apocalypse everything!"

1:03:04 - The living person he most admires: A lot of people but it's a tie: AOC (on the way she uses social media) and Bill Gates (on his transition from business to making a better world).

Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, Keir was a Partner for nearly a decade at Covington & Burling. Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. 

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0:00 Intro.

1:45 Start of interview.

2:40 Ana's "origin story". She was born and raised in Rio do Janeiro, Brazil. She got degrees in law and economics, and started her career in sales at IBM in Brazil in the mid-1980s. In 1992 she moved to the U.S. to get an MBA at Northwestern University. That led to a career of over 30 years in technology, M&A and global business transformations. A couple of years ago she retired from her last job as CEO, and she embarked in her board "portfolio career": public, private and non-profit boards, in addition to teaching and doing some advisory work for CEOs.

4:55 Her advice for aspiring directors: "Think of your board journey as any career." She started serving on non-profit boards and worked her way up to private and public companies. Her first public company board was CME Group. She's served on 7 public company boards, plus many private and non-profit boards.

7:46 Distinctions on serving on public/private/non-profit boards ("even within those buckets there are significant differences.") Her other current public company boards: First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). When she thinks about board opportunities, she thinks about three things:

1. Is she aligned with the mission/vision of the company and what it stands for.
2. Does she have the skills, experience, credentials and competencies to add value to the board.
3. Does she like the people (other board members).

12:56 Her experience serving on the board of Eletrobras, a major Brazilian state-owned power generation company. "There is always a give and take --what you offer and what you learn-- and that to me is what makes board service so interesting."

16:27 Her thoughts on the evolution of ESG and DEI. Her article "Cutting Through the ESG Noise: A Practical Framework for Corporate Boards" with Cigdem Oktem, Regional Leader, EY Center for Board Matters.

22:15 Her thoughts on boardroom diversity, SB-826 and AB-979 getting struck down in California Courts. "I wish we didn't have to rely on quotas, but the truth is that when left in the hands of nom/gov chairs, board chairs and companies and executives, [progress] was just not happening."

"All I can hope for is that some halo effect [since SB-826] has demonstrated that having diversity and inclusion on boards is a good business practice."

24:41 On the progress of Latinos on boards. She serves on the board of the Latino Corporate Directors Association (LCDA), co-Chairs its Latino Corporate Directors Educational Foundation (LCDEF) that delivers on the BoardReady Institute (BRI).

28:20 On the politicization of boards. "Over the last three years there has been extreme politicization globally, not only in the U.S." "I am a big proponent of full disclosure on where you stand as an institution and/or corporation."

32:18 Her thoughts on Coinbase's position (a "mission driven company") and Salesforce (strong proponent of stakeholder capitalism). "Both companies took a stand, and that is what's important."

34:52 Her take on governance practices in the tech industry. On the role of experience and self-awareness in leadership.

37:17 Discussion of founder-led tech companies, governance consequences, and reverse bias discrimination. "Revenue is vanity, profit is sanity but cash is reality." "Sometimes there is too much of a good thing." "What is lacking is appreciation and respect for experience."

44:52 The 3 books that have greatly influenced her life:

1. Man's Search for Meaning, by Viktor Frankl (1946)
2. The Alchemist, by Paulo Coelho (1988)
3. Exodus, by Leon Uris  (1958)

46:06- Who were your mentors, and what did you learn from them? "I have had so many, I apply a 360 mentorship model" "I crave feedback and mentorship all the time."

47:05 - Are there any quotes you think of often or live your life by? 

1. "When contemplating an opportunity, if you don't foresee the possibility of death, bankruptcy or prison, then go for it!"
2. "Always think about how to pay it forward" (good karma)
3. Particularly for women who suffer from imposter syndrome: "Remember that you're seeing people from the outside where they seem so confident but you don't know what they are feeling on the inside, so do your thing, walk in confident, don't worry too much about outside influence."

49:16- An unusual habit or an absurd thing that she loves: "Melting chocolate and top it with yogurt or nuts to pretend that it's healthy." Reality TV, she's watched every season of the Survivor!

50:30 - The living person she most admires: her middle sister, a pediatrician in Brazil, "probably the most knowledgeable, powerful and yet so humble and generous."

Ana Dutra is an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. As CEO of Korn Ferry Consulting, Ana led the global the Board  Effectiveness practice. Ana currently serves as corporate director at the CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the Board of the Latino Corporate Directors Association and co-Chairs its Educational Foundation Board. 

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0:00 Intro.

1:45 Start of interview.

2:40 Annemarie's "origin story". She was born and raised in New Jersey. She went to the University of Delaware and later to the Catholic University of America Columbus School of Law. She got her first job at the SEC (Corp Fin) right out of law school. She spent 6 years at the SEC, 5 of them focused on international corporate finance (bringing international companies into the US securities market). Linda Quinn (ex director of Corp Fin) called it her "Chamber of Commerce." Her team's job "was to make it as easy as possible for large international companies to list in the U.S." Reg 144A, Reg S.

6:07 Her time at Skadden Arps (1996-2002). She spent 5 years at the Skadden London office, 1 year in the NY office.

8:16 Her transition to the New York Stock Exchange as Assistant GC (2002-2008).

10:17 Her time at NYFIX as GC from 2008-2010, before it got acquired.

11:50 Her role at SecondMarket as EVP Legal, GC and Corporate Secretary (2010-2015). The firm was founded by Barry Silbert and was a pioneer on secondary markets for private shares (now Digital Currency Group).

17:29 Her time at Nasdaq Private Market as VP, Head of Strategy and New Markets (2015-2018). 

22:27 Thoughts on carve-outs (liquidity) for founders in venture rounds (pre-exit). SecondMarket's role in helping expand the shareholder threshold from 500 to 2000 shareholders (Jobs Act, 2012) allowing private companies to stay private for longer.

26:30 Her time at Templum (a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities) as chief strategy officer and GC (2018-2019).

28:23 About her firm Liquid Advisors, a strategic advisory firm offering private placement and secondary liquidity structuring and regulatory requirement services, including for digital or token-based securities. "I'm an accidental entrepreneur."

32:30 On regulation of private markets, and her response to SEC Commissioner Allison Herren Lee "Going Dark" concerns. The challenging conditions for U.S. public companies (costs of being public vs benefits of staying private).

38:00 Her thoughts on the market down cycle, including the SPAC situation.

42:07 Her take on blockchain and crypto. SecondMarket started trading BTC in 2012-2013. "Blockchain provides a record-keeping that is immutable." SecondMarket created a Bitcoin Investment Trust. "I'm a huge supporter of blockchain/crypto." "I've been through so many ups and downs of the [BTC] price that I don't get fazed by it anymore." "It's the best performing asset class in the last 10 years, I don't think people can keep ignoring it."

51:28 Her thoughts on the regulation of crypto (President Biden's Executive Order, Governor Newsom's Executive Order). "The market has been begging for clear crypto regulations for some time." "Some states have stepped up where federal regulators have been unwilling to state how to bank or regulate these assets." Crypto friendly environments like Wyoming or Miami. 

55:24 The 3 books that have greatly influenced her life:

1. The Hobbit, by J.R.R Tolking (1937)
2. The Lord of the Rings, by J.R.R Tolking (1954)
3. The Harry Potter books, by J.K. Rowling (1997-2007)

55:25- Who were your mentors, and what did you learn from them?  

1. Richard Koznik, ex Associate Director, Division of Corporation Finance at the SEC.
2. Paul Dudek, also formerly from the SEC.
3. Georges Ugeux, formerly from NYSE.
4. Former SEC Commissioner Richard Roberts (former director of NYFIX).

56:24 - Are there any quotes you think of often or live your life by? "Nothing to be afraid of if you jump off a cliff as long as you know that you have a safety net."

57:09- An unusual habit or an absurd thing that he loves: Travel junkie! Her goal is to make it to 193 U.N. countries.

01:00:09 - The living person she most admires: her mom.

Annemarie Tierney is the Founder and Principal of Liquid Advisors. She is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. 

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0:00 Intro.

2:08 Start of interview.

2:42 Dan's "origin story". He was born and grew up in Arizona, with a stint in Atlanta, GA. He later attended the University of Arizona on a Flinn Foundation scholarship. He then went off to graduate school to Stanford (Econ), later transitioning to Stanford Law School. He practiced law in Arizona for a year and came back to the Bay Area "almost on any excuse", and ran a cookie company.

8:01 His time at Stanford Law School, first to help launch the LLM Program in corporate governance, and later as Faculty Director of the Rock Center, Associate Dean of Executive Education and Professor of the Practice of Law.

9:19 The story of his company LawLogix, which he sold to Hyland Software/Thoma Bravo in 2015.

14:02 How the board of LawLogix evolved from startup to having PE investors to final sale. Three huge lessons:

1. Governance matters in some ways even more at a small company level.
2. Don't let board observers on your board at the request of PE, unless they agree to pay for them.
3. CEO succession matters, and mission/culture is key ("tone at the top").

23:00 His thoughts on the current market and down cycle (recession). "It is important to distinguish between a financial crisis from a business cycle recession." "It feels like we're in a business cycle recession with a lot of hype. Relatively speaking capital is still cheap."

29:31 On his role as an independent director on the board of the Federal Home Loan Bank of San Francisco. *Congress established the Federal Home Loan Bank System in 1932, in the midst of the Great Depression, to improve the nation’s housing finance system by facilitating the flow of credit for mortgages throughout the country. 

34:44 Dan's new fintech startup "Nikkel". Focused on equity comp for employees of late-stage private venture-backed companies. "Many investors would like to be invested in unicorns, but if you look at the distribution of who's invested in unicorns it's a very short list [~20 global investors have material investments, and 10 of them account for 80% of it.] If you want to get access to unicorn returns, you really can't and that's unfortunate.

44:28 Reaction to SEC Commissioner Allison Herren Lee's speech on "Going dark: the growth of private markets and the impact on investors and the economy."  "I think that within 3 or 4 years [my startup Nikkel] will be directly or indirectly one of the largest beneficiaries of unicorn upside, because 11% of the global cap table of unicorns right now is the hands of employees in the form of vested options [and nobody pays it any attention to this segment]. Imagine if you can constructively engage around that part of the cap table and have everyone do better [just like billionaires do in managing their wealth, maximizing upside, minimizing taxes, etc.]" Example: Airbnb's 10 year statutory expiration for option grants (before it went public). "Nikkel will advance money to employees on a prepaid variable forward contract." "Employees are at the heart of the success of modern unicorns, more so than ever before." "On average, employees should not sell their shares in a successful high growth venture-funded unicorn."

54:17 What Nikkel will offer tech employees with vested stock options. 

57:47 On why he moved from Los Altos, California to Las Vegas, Nevada.

01:02:42 On director evaluations: "The importance of director evaluation has only increased." "The third rail/holy grail of director evaluation is identifying, coaching and assisting under-performing board members and/or helping them ease off the board (i.e. to improve or step-off the board)."

01:07:02 On director education: "Cybersecurity is an area that we pay a lot of attention to it but we don't do it constructively enough." "The best director education is a format that has great content but that allows directors to interact with each other." 

01:10:40 The 3 books that have greatly influenced his life:

1. Influence, by Robert Cialdini (1984)
2. Fooled by Randomness, by Nassim Taleb (2001)
3. Elantris, by Brandon Sanderson (2005)

01:14:00- Who were your mentors, and what did you learn from them?  

1. Eddie Basha, Chairman & CEO of Bashas, Inc.
2. Andrew Hurwitz, Judge of the US Court of Appeals for the Ninth Circuit
3. Joe Grundfest from Stanford Law School
4. Simone Lagomarsino, chair of the the Federal Home Loan Bank of San Francisco.

01:16:38 - Are there any quotes you think of often or live your life by? "Trust, by Verify." "Qui tacet consentire videtur." (he who is silent is understood to consent)

01:17:43- An unusual habit or an absurd thing that he loves: Movies. Waking up absurdly early.

01:19:45 - The living person he most admires.

Dan Siciliano is an Independent Director of the Federal Home Loan Bank of San Francisco and Chair of the American Immigration Council.  He is the former faculty director of the Rock Center for Corporate Governance at Stanford University and former Professor of the Practice and Associate Dean at Stanford Law School. Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group, Inc. – a global software technology company.

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0:00 Intro.

1:39 Start of interview

3:41 Marian's "origin story". She grew up in Allentown PA, and when she was 12, she moved to Naples TX. She later attended Reed college in Portland OR.  She got interested in urban planning and studied an MSc at LSE. She realized that change would come from corporations (private sector) and took her first job as an analyst at Glass Lewis & Co in 2005 (only the second proxy season for Glass Lewis & Co itself). She later became the first director of ESG research at that firm. 

9:27 In 2011, she joined Chevron as a corporate governance analyst and ESG advisor. "They had a world-class corporate governance program led by Lydia Beebe." She helped launch Chevron's first ESG Engagement Program.

11:33 Her transition as Director of Investment Stewardship at Charles Schwab in 2018, where she also helped develop its ESG engagement program.

12:39 On her move to Uber in 2020 - after meeting Keir Gums (now CLO at Broadridge) and Tony West (CLO at Uber). She was Uber's Head of ESG Strategy & Engagement.

15:12 On joining Parnassus Investments this year, and her new role and focus as Head of ESG Stewardship at the firm.

18:28 Her framework on how to think about ESG: "The 'G' underpins all of your success in the E and S. Who's making decisions, and what are the incentives to help drive behaviors to reach the strategic goals and to build (and sustain) value. That's all G." "If you get G right, all else should fall into place." "We want engaged directors: a high quality, competent and diverse board." "That's table stakes for me at this point."

21:31 On the Engine No.1-Exxon Mobil case and the advent of ESG activism. "My advice to boards on how to think about ESG activism is to read the room." "90% of the SP500 is intangibles, so how you steward ESG issues matters (human capital driving these outcomes matters)." 

26:39 On the evolution of proxy voting, especially with the rise of index investing and proxy advisors.

29:06 Rating ESG of Silicon Valley tech companies. "I'm going to give them an E." "You have to do a materiality assessment (that's ground zero for a good ESG program)."  "Don't grow so fast that you don't see the damage you're doing to yourself." "Growth at all cost is a bad strategy for sustained growth."

34:49 On the criticisms and politicization of ESG: "It's sad that ESG is being politicized." On Tesla getting booted out of the S&P500 ESG index: "the methodology is public."

38:40 On the 2019 BRT restatement of the purpose of the corporation. "I reference it all the time." "I think it's really important to listen to companies when they tell you what to pay attention to." "They are telling me that it matters." "You need to take care of your stakeholders to take care of your shareholders."

42:01 On the new SEC climate disclosure rules. "I'm really excited about it. I think it's great." "We'll see where it comes out."

44:35 The 3 books that have greatly influenced her life:

1. Watership Down, by Richard Adams (1972)
2. Rise of the Working-Class Shareholder, by David Webber (2018)
3. Green Swans, by John Elkington  (2020)

45:51 - Who were your mentors, and what did you learn from them?  Most recent ones:

1. Keir Gums at Uber (now CLO at Broadridge)
2. Chris Paterson at Uber

47:00 - Are there any quotes you think of often or live your life by? "Why not you?"  "Don't let the perfect be the enemy of the good, especially when it comes to starting a company's ESG journey. Just try, just get started."

48:03 - An unusual habit or an absurd thing that she loves: Aquatic snails!

51:10 - The living person she most admires: the people in her stewardship team right now.

Marian Macindoe is the new Head of ESG Stewardship at Parnassus, an investment firm based in SF with over $45 billion in assets under management. She leads the firm’s stewardship team, which is responsible for proxy voting, impact engagements, shareholder resolutions and direct communication with their investors on ESG matters. 

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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 Start of interview

2:30 Anne's "origin story". She grew up in Colorado and after attending college, she moved to DC to work on the Hill and later in the Reagan Administration (U.S. Department of Energy). She moved to Sacramento in the late 1980s, where she worked in and out of state government. In her role as Chief Deputy Director of the CA Department of Finance (under Governor Schwarzenegger) she served on the boards of CalPERS and CalSTRS, among many other state boards. In 2007 Stanford issued the first Clapman Report, outlining best practices principles that she used to improve the governance of the CalSTRS board. The next year, she joined CalSTRS as the first Director of Corporate Governance, just in time for the GFC of 2008! She got very involved with the Dodd Frank legislation in 2011 and the rules that came out of it, such as say-on-pay, proxy access, and others. She retired from CalSTRS in 2018 and later joined the boards of Victoria Secret & Co, Cohn Roberts Holding Corp (NYSE:CRHC) and joined PJT Camberview as a senior advisor.

8:45 On the governance of state-owned or public entities, and the influence on politics on those boards. "Anytime there is a politician on a board, there will be a political bent to it." She did not sit on the board of CalPERS when they went after Safeway in their labor dispute (2004). At CalSTRS, they worked very hard to make sure that they did not pursue any political agenda. They made sure to follow a process when making any divestment decision.

11:58 On joining the board of CRHC, and the state of SPACs. CRHC is merging with Allwyn Entertainment, a European lottery operator in a listing valued at $9.3bn.

14:57 On the evolution of ESG. "The history of ESG at CalSTRS goes way back, they had a Statement of Investment Responsibility in 1978, outlining 21 risk factors (now called ESG factors). These are investment risks to the portfolio if they are not managed properly." There is a history of divestment from South Africa by California public pension funds during the Apartheid regime. UNPRI in early 2000s. "One of the issues is all the terminology that is thrown around: CSR, ESG, impact investing, moral or ethical investment, DEI, etc." 

20:27 On the evolution of shareholder engagements. The example of CalSTRS and CII. The Engine No.1-Exxon Mobil case. "I've always thought that the acronym should be GES, because the "G" of governance is the infrastructure that sets in place how boards should handle these issues." "The advent of Say-on-Pay forced the engagement between investors and companies."

25:53 On the new criticisms of ESG and politicization of corporations.

27:54 On the exclusion of Tesla from the S&P500 ESG Index. 

30:42 On the new SEC climate disclosure rules. "It's probably one of the boldest and most progressive proposals that has come out, probably ever, from the SEC." 

34:35 Board diversity and her thoughts on CA courts striking down SB-826 and AB 979, and what these rulings mean for board diversity. Her role in promoting board diversity from CalSTRS starting in 2008, the Diverse Director Database. The role of the big institutional investors such as BlackRock, Vanguard and State Street to promote board diversity. The Nasdaq board diversity rule. DEI beyond the boardroom (racial equity audits, pay gaps, etc.)

41:26 On the governance of private companies, and the rise of private markets. The role of CalSTRS on improving governance of private companies via its LP role and influence.

45:00 Her recommendations on how directors should handle down cycles and recessions. "The governance processes are there to be the guardrails during the uptime and the downturns."

47:11 The 3 books that have greatly influenced her life in the last few years:

1. Biography of President Ulysses Grant, by Ron Chernow (2017)
2. From Strength to Strength, by Arthur C. Brooks (2022)
3. The Road to Character, by David Brooks  (2015)

48:40 - Who were your mentors, and what did you learn from them? 

1. Rich Koppes (former GC of CalPERS), on the governance side.
2. Bill Hauck (former head of the California Business Roundtable)

49:45 - Are there any quotes you think of often or live your life by? "Play the hand that's dealt to you."  "Don't obsess over the bitter, go forward." "Perfect is the enemy of tGood" "80% is better than 100% if you can get it, or zero." "The only constant of life is change."

50:39 - An unusual habit or an absurd thing that she loves: When she travels to a new city she gets on those hop in hop off buses (typically tourist traps). 

51:10 - The living person she most admires: Zelensky and the people of Ukraine.

Anne Sheehan is a former Director of Corporate Governance at CalSTRS and currently serves on the boards of Victoria's Secret & Co and Cohn Roberts Holding Corp (NYSE:CRHC) and is a senior advisor at PJT Camberview.

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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 Start of interview

2:00 Lisa's "origin story". She grew up in Silicon Valley and after attending college at Stanford, she moved to Mexico City for 3 years where she worked in a boutique consulting firm. She later got an MBA at Harvard Business School. She then joined Bain & Co., became CEO of KnowledgeX (later sold to IBM) and co-founded ValuBond. She joined Visa in 2009, and Salesforce in 2012. In 2019, she joined the board of Colgate-Palmolive.

8:20 In October of 2020, she joined Diligent Corporation as President and COO, based in SF/Bay Area. "Diligent has about 70% of the Fortune 1000 companies as clients, and it's a truly global product." Diligent did four acquisitions during the pandemic, aggregating "governance, risk, compliance 'GRC' and ESG." "It's a $40 billion TAM, and we are the biggest SaaS player in the space." "It's a killer set of applications together."

13:45 Diligent Corporation got taken private by Insight Partners in 2016 (valuing the company at $624 million). "Now it's got to be one of the largest private SaaS companies."

15:05 On the evolution of technology and board portals in corporate boardrooms.

16:37 On the rise of ESG. "It's a very global trend." Examples from Australia, EU, UK, etc. On the SEC's approach with Chairman Gensler. Their global survey with Spencer Stuart, "finding 71% of boards are incorporating ESG into their company strategy, with 85% taking action to increase fluency on ESG." See Sustainability in the Spotlight: Board ESG Oversight and Strategy.

20:56 Her thoughts on the L.A. state court judge striking down SB-826 (AB-979 got struck down in April) and what these rulings mean for board diversity. "Globally, women now occupy 26% of board seats." "In California, women occupy 28% of board seats." "So it seems that SB-826 and AB-979 had a positive effect on diversity of boards."

26:41 On the recent push back by tech titans (Marc Andreessen, Peter Thiel, Elon Musk, etc) on ESG, including the power of institutional investors from the likes of Larry Fink from BlackRock.

29:05 On dual-class share structures. "We [Diligent Corporation] don't have an official position on it."

31:32 On the rise of private markets and governance of private companies.

37:04 On the politicization of corporate governance. "It is a sea change, 10 years ago CEOs avoided commenting on any political issue."

39:05 On the looming recession, and what directors should be doing in this economic downturn. "Boards have dealt with crises before such as the dot com crisis in 2000 or the GFC in 2008, and it looks like we're hitting a new crisis." "It will disproportionally impact private companies."

41:41 On virtual board meetings. "The virtual board meeting is 100% here to stay, but not 100% of the time." "There is no substitute for looking at people in the eye, no substitute for the hallway conversations."

42:29 The 3 books that have greatly influenced her life:

1. River of Doubt: Theodore Roosevelt's Darkest Journey,  by Candice Millard (2005)
2. The Power Broker, Robert Moses and the Fall of NY, by Robert Caro (1974)
3. I Will Bear Witness, by Victor Klemperer (1995)

43:09 - Who were your mentors, and what did you learn from them? 

1. Her Dad.
2. The Bridge Group (women peers)

43.52 - Are there any quotes you think of often or live your life by? "Don't let the perfect be the enemy of the good." 

44:33 - An unusual habit or an absurd thing that she loves: Harvesting honey bees!

45:31 - The living person she most admires: RBG.

Lisa Edwards is President and Chief Operating Officer of Diligent Corporation, the leader in modern governance providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. 

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0:00 Intro.

1:18 Start of interview

2:01 Anat's "origin story". She grew up in Israel. She practiced corporate law, VC fund formation, startup representation and M&A in Israel before moving to the U.S. 

7:03 Her academic focus at Case Western Reserve University School of Law (Cleveland, Ohio).

9:12 On the practice of compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. Based on her paper Bargaining Inequality: Employee Golden Handcuffs and Asymmetric Information, triggered by this WSJ article on the DOMO case.

20:42 Her hand-collected data set consisting of the SEC’s public filings finding that many firms began requiring that their employees sign a waiver clause titled “Waiver of Statutory Information Rights” post Domo (there was a "huge uptick"). NVCA's model legal documents including this waiver clause in its Investors' Rights Agreement.

27:58 The Good Technology (2018) and JUUL Labs, Inc. v. Grove (2020) cases. Description of classic conflicts of interest in venture-backed companies. Discussion of the "internal affairs doctrine".

37:35 On dual fiduciaries and "new" conflicts by founders with other common stockholders (prompted by super voting shares, multiple board votes, ff preferred stock, etc). The Trados case. Fiduciary duties of venture-backed company directors. On the shift of control from VCs (preferred stockholders) to founders. "Bargaining power is the key."

54:32 Take-away thoughts for directors of venture-backed companies. Lawyers as gatekeepers.

58:06 The 1-3 books that have greatly influenced her life:

1. Startup Nation,  by Dan Senor and Saul Singer (2009)
2. Regional Advantage, by AnnaLee Saxenian (2006)
3. The Capitalist and the Activist, by Tom C.W. Lihn (2022)

59:34 - Who were your mentors, and what did you learn from them? 

1. Irit Haviv Segal, from Tel Aviv University
2. Lynn Stout, from Cornell Law School
3. Robert Hockett, from Cornell Law School
4. From NYU: Ed Rock, Helen Scott, Karen Brenner, Gerald Rosenfeld, David Yermack.

1:00.48 - Are there any quotes you think of often or live your life by? "Be the change that you want to see in the world" "I've always been an activist and that's the mantra that I live by."

1:01:28- An unusual habit or an absurd thing that she loves: Fricasse (Tunisian sandwich), working out.

1:02:02 - The living person she most admires: Prof. Jill Fisch (Penn Law).

Anat Alon-Beck is an Assistant Professor of Law at Case Western Reserve School of Law. Her research examines how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise in the number of “unicorn” firms.

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0:00 Intro.

1:37 Start of interview

2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.

5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.

7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."

10:50 On the evolution of class action and derivative actions in stockholder litigation.

13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."

15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed." 

23:40 On the evolution of Section 220 books and records stockholder demands.

26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety. 

30:12 How Boeing’s stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company’s board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.

35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against  arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.

40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."

42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."

43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.

45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller’s reliance on outside counsel’s legal opinion.

47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):

1. The Great Gatsby,  by F. Scott Fitzgerald (1925)
2. The Trial, by Franz Kafka (1925)
3. Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.

49:08 - Who were your mentors, and what did you learn from them? 

1. Philip Reiff, at U. of Pennsylvania.
2. Chancellor William T. Allen.
3. Stuart Shapiro (in litigation).

53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"

52:40- An unusual habit or an absurd thing that he loves: Twitter. 

53:27 - The living person he most admires: Volodymyr Zelensky.

Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.

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