(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/

__

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

__

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/

__

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

__

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/

__

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

__

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