(0:00) Intro

(1:31) About the podcast sponsor: The American College of Governance Counsel.

(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)

(3:22) 2025 highlights from the American College of Governance Counsel

(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance

(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)

(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"

(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.

(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."

(29:55) The Shift to Private Markets

(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."

(39:45) AI and Cybersecurity in the Boardroom

(40:42) On Mandatory Arbitration

(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.

(43:40) Biggest loser in business in 2025: Delaware

(45:15) Biggest business surprise in 2025

(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.

(50:00) Worst corporate governance trend from 2025: Partisanship

(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom

(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the company

David Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel.

You can follow Evan on social media at:

X: @evanepstein

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

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

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

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

(0:00) Intro.

(1:27) About the podcast sponsor: The American College of Governance Counsel.

(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)

(3:11) AI dominance in public and private markets

(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)

(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule

(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure

(19:04) State vs. Federal Regulatory Landscape

(21:13) On SEC's change of policy relating to mandatory arbitration bylaws

(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting

(27:18) SEC Changes to Rule 14a-8 proposals

(29:23) On Lack of Minority Party SEC Commissioners

(32:30) Delaware vs. Other States on Corporate Incorporations

(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.

(41:12) The State of Private Markets, IPOs and VC

(49:55) Biggest winner in business in 2025

(50:55) Biggest loser in business in 2025

(53:00) Biggest business surprise in 2025

(54:32) Best and worst corporate governance trend from 2025

(58:18) What’s the biggest corporate governance trend to watch out for in 2026

Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice.

You can follow Evan on social media at:

X: @evanepstein

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

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

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

__

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

(0:00) Intro

(1:21) About the podcast sponsor: The American College of Governance Counsel

(2:08) Start of interview

(2:36) Michelle's origin story

(4:33) The Origins of Footnoted (started in 2003)

(6:36) Understanding SEC Filings and Disclosures

(7:20) The "Friday Night Dump"

(9:34) The State of Public vs. Private Markets

(12:40) The Rise of Private Markets and Challenges of Public Markets

(18:43) Red Flags in SEC Filings

(22:03) The Evolution of Executive Compensation and Elon Musk's Comp

(28:53) Egregious Corporate Governance examples: Sketchers.

(30:08) The problem of Related Party Transactions.

(31:37) Independence and Compensation of Board Members

(32:36) Quote of Charlie Munger and Warren Buffett on this topic

(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era?

(40:18) Reference to my article on AI washing

(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)

(43:22) The Role of Markets in Everyday Life

(47:45) Books that have greatly influenced her life:

1. The Jungle by Upton Sinclair (1906)
2. Germinal by Émile Zola (1885)
3. Crying in H Mart by Michelle Zauner (2021)

(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.

(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"

(50:52) An unusual habit or an absurd thing that she loves.

Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings.

You can follow Evan on social media at:

X: @evanepstein

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

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

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

__

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

(0:00) Intro

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

(2:12) Start of interview

(3:01) Karen's origin story

(3:44) Early Career and Transition to Technology

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

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

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

(13:14) Her journey to Venture Capital.

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

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

(19:32) Governance in Early Stage Companies

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

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

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

(28:43) The Importance of Governance During Crisis

(31:52) CEO Succession and Leadership Transition

(37:45) Advisory Boards vs. Fiduciary Boards

(40:06) On board observers

(44:08) Board Committees and Their Evolution

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

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

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

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

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

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

(53:25) The people she most admires

(55:50) Diversity on Boards in Venture Capital

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

You can follow Evan on social media at:

X: @evanepstein

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

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

__

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 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