(0:00) Intro

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

(2:12) Start of interview

(3:01) Karen's origin story

(3:44) Early Career and Transition to Technology

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

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

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

(13:14) Her journey to Venture Capital.

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

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

(19:32) Governance in Early Stage Companies

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

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

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

(28:43) The Importance of Governance During Crisis

(31:52) CEO Succession and Leadership Transition

(37:45) Advisory Boards vs. Fiduciary Boards

(40:06) On board observers

(44:08) Board Committees and Their Evolution

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

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

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

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

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

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

(53:25) The people she most admires

(55:50) Diversity on Boards in Venture Capital

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

You can follow Evan on social media at:

X: @evanepstein

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

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

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

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

(0:00) Intro to this episode

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

(2:21) Start of interview

(3:19) Joele Frank's origin story

(5:02) Anne Chapman's origin story

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

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

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

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

(21:27) On mega grants.

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

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

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

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

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

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

(48:50) The Changing Landscape of Board Composition

(49:55) The Importance of Board Evaluations

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

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

You can follow Evan on social media at:

X: @evanepstein

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

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

__

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

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

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

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

(3:39) Transition to Substack Publishing

(6:40) The DExit Phenomenon Explained

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

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

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

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

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

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

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

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

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

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

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

You can follow Evan on social media at:

X: @evanepstein

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

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

__

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

__

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