0:00 -- Intro.

1:35 -- Start of interview.

4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.

9:23 -- His take on why we should care about corporate purpose.

13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 

16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."

20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]

26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.

31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.

35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 

42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."

44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."

51:57 -- On the compliance industry.  The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."

53:50 -- On large asset managers passing-through voting power to beneficial owners.  "I'm deeply skeptical."

55:44 -- The books that have greatly influenced his life: 

1. Mere Christianity, by C.S. Lewis (1952)
2. Insider Trading and the Stock Market, by Henry G. Manne (1966)
3. Fundamentals of Corporation Law, by Michael Dooley (1995)

56:07 -- His mentors, and what he learned from them. 

1. Michael Dooley, who taught at the University of Virginia School of Law.

56:48 --  Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]

57:07 --   An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.

57:46 --   The living person he most admires: Bishop Robert Barron.

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.

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 You can follow Stephen on social media at:

Twitter: @PrawfBainbridge

Blog: https://www.professorbainbridge.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.

1:51 -- Start of interview.

2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown’s New York office. His writings in Mayer Brown's Across the Board's blog.

4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. 

9:02 --  Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareholders.

14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.

18:59 -- On the politicization of ESG, and Delaware's approach: "directors’ fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.) 

25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG.  But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.

27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."

30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies. 

In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."

36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.

40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."

46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."

50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."

Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. 

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Twitter: @CunninghamProf

LinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/

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0:00 -- Intro.

1:36 -- Start of interview.

2:22 -- Jan's "origin story".

6:34 -- On the background of the investment firm Van Eck, founded by his father John Van Eck in 1955.

10:32 -- About Van Eck today (~$75 billion in AUM, 90% in ETFs). Jan started the ETF business in 2006.

11:45 -- About his article "ESG Died in 2022: CEO Op-Ed." The problem of concentration of power by the big three (BlackRock, Vanguard and SSGA). Reference to the article: Bogle Sounds a Warning on Index Funds (WSJ, 2018).

18:05 -- How to fix the problem of concentration of power. Some solutions provided by Jack Bogle.

20:17 -- Jan's proposal: 5% ownership cap to deal with concentration of power. "We in the industry have to address this." Legislation is also needed to do this.

23:22 -- The practice of large asset managers passing-through voting power to beneficial owners. 

27:52 -- On geopolitics and China. "The sanctions risk is definitely a friction point with China." "China has an 'uncatchable' lead in energy transition technologies."

37:23 -- On crypto regulation. "It's a rapidly changing situation." The promotion of safe practices from the NY regulator DFS. Example: its recent $100m settlement with Coinbase for significant failures in its compliance program ($50m fine and $50m to invest in its compliance program). "The SEC is started to make a look of power moves to grab more jurisdiction over crypto matters, expanding to banks (ie. proposed rules on custody of crypto assets.)"

42:05 -- On restrictive crypto regulation in the US vs offshore.

46:07 -- On the rise of private markets vs. public markets. "I'd love to see more companies go public."

48:34 -- On dual-class share structures and founder control.

50:01 -- The books that have greatly influenced his life: 

1. Two Cheers for Capitalism, by Irving Krystol (1978)

51:45 -- His mentors, and what he learned from them. 

1. His father John Van Eck
2. Joe Grundfest, SLS.

52:49 --  Quotes he thinks of often or lives his life by. From his mom: "Everyone needs love."

54:09 --   An unusual habit or an absurd thing that he loves: he teaches a 16-unit class on history (financial structure) to summer interns at Van Eck.

55:48 --   On his time in Silicon Valley, and economic cycles.

57:35 --   On the trend of WFH, employee mobility post-pandemic, and the future of NY as a hub for finance.

Jan Van Eck is the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees.

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 You can follow Jan on social media at:

Twitter: @JanvanEck3

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

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.

1:38 -- Start of interview.

2:56 -- George's "origin story."  He's based in London since 1988. About his new role at the European Corporate Governance Institute (ECGI).

7:24 -- Mike's "origin story." On his experience with ADRs and cross-listings with Latin American companies. His experience working at NYC and Mexican law firms, the World Bank, the International Finance Corporation (IFC), OECD-Latin America Roundtable on Corporate Governance and Cartica Management.

15:52 -- On the origin and focus of their book  "Governance, Stewardship and Sustainability." (2nd edition 2022). Based on (and used for) the ICGN course of the same name.

20:37 -- How they define stewardship, sustainability and ESG.

27:22 -- On ICGN Global Stewardship Principles and ICGN Global Governance Principles. The G20/OECD Principles of Corporate Governance.

31:07 -- On their ESG methodology, proposed in their book.

34:52 -- The Volkswagen Dieselgate scandal and case study.

39:51 -- On two-tiered boards, employee representation on boards, and purpose of the corporation (stakeholder v shareholder visions).

43:00 -- On the politicization of governance and the "anti-ESG" trend in the U.S. 

48:20  -- On large asset managers passing-through voting power to beneficial owners (see BlackRock's Voting Choice). 

51:17  -- Thoughts and recommendations for directors regarding shareholder activism (from Mike Lubrano)

53:44  -- Activism in emerging markets, and/or in controlled companies.

56:58  -- Thoughts and recommendations for directors (from George Dallas).

59:20 - What are the 1-3 books that have greatly influenced your life: 

George:

1. The Art of Loving, by Erich Fromm (1956)
2. Author: Amor Towles.

Mike:

1. Author: Terry Pratchett (valued for his irreverence)
2. Author: Tony Judt (historian)
3. Author: Enrique Krauze (Mexican historian)

01:00:51 - Who were your mentors, and what did you learn from them?

1. George: John Holcomb (academic), Bob Monks and Nell Minow, Prof Christian Strenger (Germany)
2. Mike: Stephen Davis, George Dallas, Mats Isaksson (ex OECD)

01:03:46 - Are there any quotes you think of often or live your life by? 

1. George: From Galatians 5:22-23, the fruit of the Spirit: “But the fruit of the Spirit is love, joy, peace, patience, kindness, goodness, faithfulness, gentleness and self-control.”
2. Mike: "Good is good, too good is no good." (from his Sicilian grandmother)

01:05:12 -  An unusual habit or an absurd thing that they love: 

1. George: he plays in the banjo in local bluegrass band.
2. Mike: backyard pizza maker.

01:06:14 -  The living person they most admire:

1. George: John Lewis (recently passed) and Jimmy Carter.
2. Mike: Barack Obama.

George Dallas is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN).

Mike Lubrano is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC.

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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.

1:47 -- Start of interview.

2:19 -- Ann's "origin story". 

4:10 -- Her background working with plaintiff law firms, and how that experienced has informed her scholarship.

7:02 -- Take-aways from the Twitter v Musk case, the "trial of the century that wasn't." "The broader lesson for me is that it's both a vindication and a condemnation of corporate law":

1. Vindication: The outcome should not have been in doubt (for any expert in that area of law). Musk's case was extremely weak. It's thus a vindication because even Elon Musk, the richest man in the world (at least at the time), cannot evade the law."
2. Condemnation: The take-over has been disastrous for everyone but for the shareholders. That's what corporate law is designed to do: maximize shareholder value. It's been a destructive force, and it is negative for society.

15:00 -- On tech layoffs, and Elon's massive layoffs at Twitter. "I don't think we have to accept the pain that he inflicts in order to get the benefits. That isn't necessary."

16:57 -- On private equity and take-private transactions. "It's unhealthy."

20:44 -- On public benefit corporations and B-corps. "They will solve nothing at all." "Some of the issues: 1) It's opt-in for shareholders, and 2) it does not have enforcement mechanisms that are remotely useful (duties are unenforceable)." 

"The reasons that corporations advance shareholder wealth has very little to do with a duty of loyalty of the board and very much to do with the structure of corporations: who has voting rights -governance rights- and so forth."

28:57 -- On crypto, and the SEC v Sam Bankman-Fried case (FTX). "It's a story of defrauding investors in a private company." "The meta purpose of securities regulation is to make sure that capital is allocated efficiently throughout society. Good companies should get money, and bad companies should not get money, so that our economy can grow appropriately."

35:49 -- Litigation in private (venture-backed) companies. Questions on enforceability of information rights restrictions (Delaware section 220 books and records). "Silicon Valley operates under a degree of reputational capital." "[Generally, for these cases] to make it into court there would have to be 1) no arbitration agreement, 2) access to shareholder information rights, and 3) an employee (or other common stockholder) who thinks that there is enough money on the table [to offset] the reputation that they would get if they would sue (their employer or investors)."

41:29 -- Litigation in SPACs. "I think we have seen the end of SPACs." The Multiplan and Delman cases.

45:45 -- On the McDonald's case and the expansion of Caremark duties owed by officers. "What [the judge] hasn't decided is whether this is the board's decision to make a disciplinary decision or whether it should be instead decided by private lawsuits... now, if he changes the standard of when shareholders can sue -if he adopts a new kind of flexible standard- that would be significant, but we have no idea of whether he is going to do that."

49:46 -- On ESG, anti-ESG, and politicization of corporate governance. 

56:15 -- On large asset managers passing-through voting power to beneficial owners. 

59:02 - The books that have greatly influenced her life: 

1. Make No Law: the Sullivan Case and the First Amendment, by Anthony Lewis (1991)
2. Gideon's Trumpet, by Anthony Lewis (1963)

59:45 - Her mentors, and what she learned from them. 

1. In academia: Jim Cox, Shu-Yi Oei and Ernie Young at Duke Law School.
2. In practice: Bill Fredericks.

1:00:32 -  Quotes she thinks of often or lives her life by. From Angel (1999 TV Series): "If nothing we do matters, all that matters is what we do.”

1:01:07 -  An unusual habit or an absurd thing that he loves: free pizzas from Domino's (a measure of the economy!).

1:03:46 -  The living person she most admires: her mom.

Ann M. Lipton is the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. 

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 You can follow Ann on social media at:

Twitter: @AnnMLipton

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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.

2:12 -- Start of interview.

3:00 -- Stephen's "origin story".  His start with IRRC in Washington, DC (1988). His focus on international corporate governance.

7:01 -- The anti-Apartheid divestment campaign in South Africa. "Most people don't quite realize that in the U.S. the real corporate governance movement -what we might call today the ESG movement- stems from the campaign for anti-Apartheid sanctions and divestment." (early 1970s).

10:27 -- On the historical background of investor advocacy, and his book on Isaac Le Maire "the first short seller and shareholder activist." The conflict with the Dutch East India Company (VOC) in the early 1600s (the first joint-stock company in the world).

15:19 -- On the evolution of U.S. corporate governance and the rise of institutional investors since the late 1980s (particularly the big four: BlackRock, Vanguard, State Street and Fidelity). "[F]or most of the time (from late '80s to about 7 years ago), corporate governance has been more or less an exercise in throat clearing, a box-checking exercise, a compliance/legal matter that had to be done because of the DOL Avon Letter in 1988 [pointing out that proxy voting, like buy/hold/sell decisions, is a fiduciary act, and must be for “the exclusive benefit of plan participants."] "There was a lot of corporate governance talk, but it was at the margins."

19:27 -- What changed in large asset managers to go from "passive investors" to more active with investment stewardship. Some factors (in the last decade): 1) Influence from Europe, where they insisted that these large funds sign up for commitments such as the UN Principles for Responsible Investment, and "to demonstrate bona fides when it comes to ESG factors," 2) Many of their institutional clients were becoming more aware of the importance of ESG factors; 3) Biggest factor: rising class of millennial investors, who have a different set of expectations on their financial agents.

25:54 -- On the new policies such as from BlackRock and Vanguard to pass-through voting power to beneficial owners. 

28:50 -- "One of the most exciting development in the capital markets is that in the last few decades we made a lot of progress on 1) management accountability to boards; 2) boards better equipped to oversee management; and 3) boards responsiveness to institutional investors. But the last piece of the puzzle is the accountability of institutional investors to the real sources of capital (beneficial owners) - the governance of institutional investors or stewardship governance." [see article Agency Costs of Agency Capitalism, by Gilson and Gordon (2013)] Citizen investors initiatives (to give them a voice), for example Tumelo (in the UK) or Say Technologies in the US (purchased by Robinhood).

32:30 -- On proxy advisors and the Best Practices Principles for Shareholder Voting Research and its Oversight Committee (where he was the founding Chairman until 2022). This is an example of "monitored self-regulation." Konstantinos Sergakis is now the Chair.

38:34 -- On the practice of dual-class share structures (supermajority voting structures). "A perennial issue in corporate governance." The case of Elsevier and Robert Maxwell. 

42:25 -- On "corporate governance with Chinese characteristics."

44:37 -- Challenges and opportunities of corporate governance in regions such as the Middle East and Africa (where he has been active). "There has been progress at a pace that in my wildest dreams I would have not anticipated." The sovereign wealth funds are the next stage of progress, where they will go from passive to more active. Examples of stewardship from Malaysia, Singapore, Norway and South Africa.

50:25 - The books that have greatly influenced his life: 

1. The Battle for the Soul of Capitalism, by John Bogle (2005) (and others by John Bogle)
2. Presidential Power and the Modern Presidents, by Richard Neustadt (1991)
3. The Torah.

51:44 - His mentors, and what he learned from them. 

1. Paul Leventhal (Nuclear Control Institute)
2. Richard Schneller (former Senate Majority Leader Connecticut State Senate)
3. Ira Millstein, (partner Weil Gotshal)
4. Jonathan Charkham (formerly with the Bank of England)

53:17 -  Quotes he thinks of often or live his life by. From his high school teacher "Never trust the magic of the printed word.”

53:50 - An unusual habit or an absurd thing that he loves: olive picking.

54:28 - The living person he most admires: his wife.

Stephen Davis is a senior fellow at the Harvard Law School Programs on Corporate Governance and Institutional Investors

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 You can follow Stephen on social media at:

Twitter: @StephenM_Davis

LinkedIn: https://www.linkedin.com/in/stephen-davis-6282424/

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0:00 -- Intro.

1:42 -- Start of interview.

3:31 -- Mario's "origin story". 

9:25 -- The origin, evolution and impact of CFIUS. "The (regulatory) process is the bottle, national security is the wine." The driver of CFIUS is national security.

13:11 -- On the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). 

18:18 -- His recommendation on how boards should think about CFIUS matters.  His book: "A Dealmaker’s Guide to CFIUS: Answers to Common Questions from Boards, Bankers and Investors." 

21:40 -- On the new CFIUS Enforcement Guidelines (Fall 2022). "Since FIRRMA, CFIUS has been significantly resourced by the U.S. Government and today there is an independent office within CFIUS that is entirely focused on transactions that were not notified to the Committee." (see CFIUS annual reports to Congress). There are hundreds of transactions reported per year at this stage.

25:58 -- The proposed outbound investment screening regulatory framework. "[It may impact] a U.S. person sitting in a Chinese board (for example)." "The U.S. has jurisdiction over U.S. capital, U.S. persons, U.S. technology, etc and the U.S. wants to slow down adversary countries." "We will know a lot more about this framework by the end of February 2023 when the report comes out."

29:47 -- On the different approaches to industrial policies by China and the U.S. The Chips and Science Act and IRA Act of 2022.

36:36 -- On how boards should consider geopolitical risks and opportunities ("how to optimize outcomes"): Three questions to consider: 1) The U.S.- China relationship, 2) What the US is doing with its allies / What China is doing with its allies, and 3) What are national governments doing to independently enhance their own sovereignty and security resilience.

39:17 -- On US jurisdiction over U.S. foreign-listed companies. Example of Canada ordering divestment from Chinese investments in Canadian lithium companies.

43:30 -- Final thoughts for directors on geopolitics and national security issues. 

44:24 - The books that have greatly influenced his life: 

1. Moby Dick, by Herman Melville (1851)
2. The Closing of the American Mind, by Allan Bloom (1987)

45:56 - His mentors, and what he learned from them. 

1. Donald Rumsfeld (former U.S. Secretary of Defense)
2. Aviva Diamant (retired, Fried Frank)
3. Norm Augustine (former Chairman and CEO of Lockheed Martin)

48:20 -  Quotes he thinks of often or live his life by. From his mother "This is the day the Lord has made; let us rejoice.” (psalms)

49:05 - An unusual habit or an absurd thing that he loves: early rising and journaling at a coffee shop or diner.

50:06 - The living person he most admires: his dad.

Mario Mancuso is a Partner of Kirkland & Ellis and leads the firm’s international trade and national security practice. A former senior member of the President’s national security team, Mario provides strategic and legal advice to companies, private equity sponsors, and financial institutions operating or investing across international borders.

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

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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.

1:50 -- Start of interview.

4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations.

6:59 -- On tech layoffs. "The effects on the labor market are not as large as the numbers suggest."

8:34 --  The impact of downturn on public and private investors.

10:07 -- On AI, ChatGPT and the emergence of this new technology.

12:45 -- On the crypto industry and its regulation challenges. "There is going to be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."

20:01 -- On the SEC’s proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."

24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.

28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."

30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."

32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."

33:30 -- The best corporate governance trend of 2022: boardroom diversity.

34:13 -- The worst corporate governance trend of 2022: the political whiplash.

34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."

36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."

38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)

40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year. 

Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.

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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

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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.

1:57 -- Peter's "origin story". 

2:40 -- His career prior to NACD, including at Institutional Shareholder Services (ISS).  Peter joined NACD in 2000.

4:52 -- On the origin and mission of the National Association of Corporate Directors (NACD). Founded in 1977 by John Nash. Today the organization has grown to 23,000+ members. 

7:02 -- About the NACD Directorship Certification (created three years ago). About 2,800 candidates have registered, and about ~1,100 have graduated with the certification.

10:38 -- On the evolution of corporate governance in the last 30 years from his vantage point. “Everything has changed [about boards] – it used to be more of an honorary position, we look it now as a profession with accountability and expectations.” The precedent of the ISS corporate governance quotient (CGQ).

14:36 -- About NACD’s Future of the American Board Report: A Framework for Governing into the Future. 

20:07 -- On NACD's Summit 2022 and lessons from 2022 from a corporate governance perspective. The impact of the pandemic and getting back to in-person events.

24:29 -- About NACD's 20 chapters throughout the US. Mostly in "NFL cities."

27:53 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

30:30 -- On Institutional Investors passing-through voting power to beneficial owners, retail investors and the Universal Proxy Rule. A revolution in shareholder democracy?

41:01 -- On the increasing influence of private markets and its corporate governance implications. "From NACD's 23,000 members, about 8,000 are directors of private companies." There is a lot of informationsharing between public and private company directors.

43:49 -- On the challenges of founder-led private companies. The case of FTX.

47:20 -- On dual-class share structures (supermajority voting structures). "The NACD doesn't have an official position." The example of Meta and Mark Zuckerberg. On the role of the board in non-profits. "I always recommend to go get a few independent directors for boards, because they will tell you what they are thinking (unvarnished opinions) but you have to listen to their independent advice."

52:10 -- Focus on social issues (pressure on CEOs speaking out). The framework that CEOs and boards must use to communicate their positions.

55:39 - The books that have greatly influenced his life: 

1. Good to Great, by Jim Collins (2001)
2. To Kill a Mockingbird, by Harper Lee (1960)
3. The Industries of the Future, by Alec Ross (2016)

57:17 - His mentors, and what he learned from them. 

1. His parents.
2. Ken Daly, former CEO of NACD from 2007-2017.
3. Ira Millstein

59:32 -  Quotes he thinks of often or live his life by. 

1. "If at first you don't succeed, try, try again." (from his parents)
2. "It ain't about how hard you hit. It's about how hard you can get hit and keep moving forward." Rocky Balboa.
3. "Man in the Arena" by Teddy Roosevelt (1910).

1:00:59 - An unusual habit or an absurd thing that he loves: he watches TV to unwind (noise in the background).

1:01:52 - The living person he most admires: his mother and his wife.

Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD).

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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

You can follow Evan on social media at:

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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.

1:40 -- Start of interview.

2:25 -- Lydia's "origin story". 

3:35 -- On her career at Chevron, particularly as Corporate Secretary and Chief Governance Officer. She was the first woman elected Officer at Chevron.

7:22 -- On board agendas.

10:28 -- On how the Corporate Secretary and Chief Governance Officer roles have evolved in U.S. public corporations. 

13:56 -- Her personal path to corporate board memberships.

1. [14:36] HCC Insurance Holdings (acquired one year after she joined)
2. [15:19] Aemitis, a renewable fuels and biochemicals company that commercializes innovative technologies to replace traditional fossil fuels.
3. [17:05] Kansas City Southern Voting Trust, a cross-border freight railway company.
4. [19:30] EQT Corporation, a natural gas producer energy company. *She joined the board as part of the dissident slate of shareholder activists.

24:36 -- On the evolution of shareholder engagement in large U.S. public corporations.

29:46 -- Lessons from the Exxon proxy fight with Engine No.1.

32:39 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

36:28 -- On board evaluations.

43:30 -- On board committees. 

47:22 -- On the FTX collapse and its lack of a board and governance generally.

49:25 - The books that have greatly influenced her life: 

1. The Autobiography of Eleanor Roosevelt, by Eleanor Roosevelt (1961)

50:11 - Her mentors, and what she learned from them. "You've got to have a board of mentors."

53:34 -  Quotes she thinks of often or live her life by. "It's 25% the decision you make and 75% what you make of the decision."

54:10 - An unusual habit or an absurd thing that she loves: She's a big KU Jayhawks fan, plus a Peloton user/fan.

55:37 - The living person she most admires: Volodymyr Zelensky (also Liz Cheney and Henry Kissinger).

Lydia Beebe is a public company corporate director and currently serves as Principal of LIBB Advisors LLC, a corporate governance consulting firm. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer, from 1995 to April 2015. She previously was Co-Director of Stanford Institutional Investors’ Forum and Senior Counsel for Wilson Sonsini Goodrich & Rosati P.C. 

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 You can follow Evan on social media at:

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

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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