Boardroom Governance with Evan Epstein

(0:00) Intro (1:37) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:24) Start of interview (3:10) Alex's origin story (5:56) His advisory boards and other board positions. On the importance of the academic practitioner nexus. (7:02) About his book May Contain Lies [https://maycontainlies.com/] (2024) (10:07) About confirmation bias [https://maycontainlies.com/posts/confirmation-bias/], relevant to corporate directors. (11:48) About black and white thinking (binary thinking). (14:44) Dissent in the boardroom. How in the UK directors don't have "skin the game" (no equity compensation). (21:59) On his "ladder of misinference": helps understand how misinformation can be perpetuated by misinterpreting the steps in a logical argument. The four key stages are: a statement is not fact, a fact is not data, data is not evidence, and evidence is not proof. (27:27) On his book "Grow the Pie" [https://www.amazon.com/Grow-Pie-Companies-Deliver-Purpose/dp/1108494854] and the shareholder and stakeholder debate. (30:13) On the pushback against ESG in the US ("pushback is better than backlash"). His paper The End of ESG [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4221990] (2023) (32:53) On the use and misuse of board diversity data. [https://maycontainlies.com/discernment-matters-even-more/] His paper: (Diversity) Equity and Inclusion [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4426488] (2023) (40:34) On AI and the boardroom (44:15) On Public Benefit Corporations (PBCs).  (49:23) The value of scientific research for boards (50:27) Books that has greatly influenced his life: 1. The 7 Habits of Highly Effective People [https://en.wikipedia.org/wiki/The_7_Habits_of_Highly_Effective_People] by Stephen Covey (1989) 2. The Little Prince [https://en.wikipedia.org/wiki/The_Little_Prince] by Antoine to Saint-Exupéry (1943) 3. The Alchemist [https://en.wikipedia.org/wiki/The_Alchemist_(novel)] by Paulo Coelho (1988) (53:12) His mentors: 1. His dad 2. William Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley) 3. Learning from every situation (54:25) Quotes that he thinks of often or lives his life by: "You can do everything you want to and be everything you want to be but not all at once" (Laurie Hodrick). "You don't know how many times you'll get to play in your life so if you do get the chance you've got to rock it big time" (Tony Mortimer, East 17) (56:53) An unusual habit or an absurd thing that he loves: exercising daily. (59:06) The living person he most admires: Stuart Pearce [https://en.wikipedia.org/wiki/Stuart_Pearce]. Alex Edmans [https://www.london.edu/faculty-and-research/faculty-profiles/e/edmans-a] is a Professor at London Business School, Fellow of the British Academy; and Fellow of the Academy of Social Sciences. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

(0:00) Intro (1:14) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:01) Start of interview (4:38) His professional background starting with Skadden in Delaware. (5:08) About his corporate governance practice at Dechert LLP [https://www.dechert.com/people/h/rick-s--horvath.html] (8:10) How Delaware Came to Dominate U.S. Incorporations (13:14) What prompted the pushback against Delaware (15:12) The Tornetta v Musk [https://evanepstein.substack.com/p/the-now-110b-musk-comp-saga-continues]decision (Elon Musk CEO compensation rescission) (18:40) The Rationale Behind the Governor and Legislature’s Support for SB21 [https://evanepstein.substack.com/p/the-twists-and-turns-of-state-incorporations] in Delaware. (22:38) Changes to Controlled Stockholder Transactions and the Definition of a Controller (Safe Harbor Provision under Section 144) (24:18) Doctrine of Transaction-Specific Control (reference to paper by Pollman and Will, 2025 [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5138377]) (26:06) Explaining the MFW Doctrine [https://www.dechert.com/knowledge/onpoint/2024/4/in-long-awaited-match-decision--delaware-supreme-court-expands-m.html], a Delaware law concept that provides a pathway to business judgment review for transactions involving a controlling stockholder, instead of the more rigorous "entire fairness" review (pre SB-21). "The view had become the MFW doctrine was creating both litigation risk and deal uncertainty." (30:45) Changes to Section 220 Shareholder Inspection Rights by SB21. (34:04) Will SB21 stem the tide of reincorporations? "I think it is enabling companies that had been looking at moves to pause" (37:00) Competing States: Nevada and Texas  (40:17) Revisiting Caremark claims (directors' oversight duties). Legal risks vs business risks. (44:50) Book that has greatly influenced his life: Hagakure [https://en.wikipedia.org/wiki/Hagakure] (early 1700s, Japan) (45:47) His mentors: 1. Mark Thierfelder [https://www.dechert.com/people/t/mark-thierfelder.html] (Co-Chair, Dechert)  2. Eric Waxman [https://www.aresmgmt.com/about-ares-management-corporation/our-team/eric-waxman] (Ares Management)  3. Tom Allingham (former partner at Skadden) (46:58) Quotes that he thinks of often or lives his life by. (47:52) An unusual habit or an absurd thing that he loves.  (49:11) The living person he most admires: former Delaware Chancellor William B. Chandler, III [https://www.wsgr.com/en/people/william-b-chandler-iii.html]. Rick Horvath [https://www.dechert.com/people/h/rick-s--horvath.html] is a partner at Dechert LLP in San Francisco and focuses his practice on corporate governance matters. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

(0:00) Intro (1:30) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:17) Start of interview (3:01) Roy's origin story.  (6:35) About the EU Corporate Sustainability Due Diligence Directive [https://commission.europa.eu/business-economy-euro/doing-business-eu/sustainability-due-diligence-responsible-business/corporate-sustainability-due-diligence_en]("CS3D"). His paper co-authored with Luca Enriques and Matteo Gatti: How the EU Sustainability Due Diligence Directive Could Reshape Corporate America [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5083571] (2025) (9:28) The Political Climate of ESG, and divide between US and EU. *On March 15, 2025, Tennessee senator Bill Hagerty filed "Protect USA Act [https://www.responsible-investor.com/us-senator-files-anti-csddd-bill/]", an anti-CS3D bill. (12:45) Extraterritorial Reach of the CS3D (14:20) What US board must do to comply with CS3D (16:32) Oversight Duties Under U.S. Law ("Caremark Duties") (23:10) Linking Caremark Duties with CS3D (26:00) Sanctions for Non-Compliance with CS3D (29:47) Compliance and Enforcement Mechanisms (33:35) Changes to Delaware Corporate Law. Reference to Delaware's SB21 [https://evanepstein.substack.com/p/the-twists-and-turns-of-state-incorporations] (34:26) Changes to Section 144 (controlling shareholder transactions)  (37:15) Changes to Section 220, Shareholder Inspection Rights (41:33) Changes to independent director analysis by Delaware's SB21 (45:29) Geopolitical Tensions and Corporate Governance. "My general theme is that I don't envy being a director right now." (46:48) The Impact of Specialist Directors. See his 2024 paper with Yaron Nili here. [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4648018] (48:27) Books that have greatly influenced his life.  (49:10) His mentors. 1. Professor Mark Roe [https://hls.harvard.edu/faculty/mark-j-roe/] (Harvard Law School) 2. Professor Luigi Zingales [https://www.chicagobooth.edu/faculty/directory/z/luigi-zingales] (Chicago Business School) (49:50) Quotes that he thinks of often or lives his life by: "Control what you can control." (50:27) An unusual habit or an absurd thing that he loves.  Roy Shapira [https://www.runi.ac.il/en/faculty/rshapira/] is a Professor of Law at Reichman University in Israel. He focuses his research on reputation, regulation, and corporate governance. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

(0:00) Intro (1:26) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:13) Start of interview (2:45) Robin's origin story (3:55) About the AI Law and Innovation Institute [https://www.uclawsf.edu/center-for-innovation/ai-law-innovation-institute/]. (5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need a red team of skeptics. (9:58) Boards and AI Ethics. Robin's Rules of Order for AI [https://www.uclawsf.edu/center-for-innovation/robins-rules-of-order-for-ai/]. Rule #1: Distinguish Real-time Dangers from Distant Dangers (15:21) Antitrust Concerns in AI (18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective." (23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means." (26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country." (29:03) AI in the Financial Industry [AI Governance in the Financial Industry] (33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them." (35:43) Her new book "AI vs IP. Rewriting Creativity [https://www.cambridge.org/core/books/ai-versus-ip/753B0C776CBB12D667E557506BF21089]" (coming out July 2025). (37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach." (38:26) Books that have greatly influenced her life: 1. Rashi's Commentary on the Bible [https://www.oxfordbibliographies.com/display/document/obo-9780199840731/obo-9780199840731-0128.xml] 2. Talmud [https://en.wikipedia.org/wiki/Talmud] (39:06) Her mentors. 1. Professor Robert Weisberg [https://law.stanford.edu/robert-weisberg/] 2. Professor Gerald Gunther [https://en.wikipedia.org/wiki/Gerald_Gunther] (41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime." (42:34) An unusual habit or an absurd thing that she loves.  Robin Feldman [https://www.uclawsf.edu/people/robin-feldman/] is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

(0:00) Intro (1:13) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:00) Start of interview (2:45) Amy's origin story (3:25) Her start in corporate governance (5:02) About the implosion of Arthur Andersen [https://en.wikipedia.org/wiki/Arthur_Andersen] (she worked there from 1993 to 2002)  (7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance [https://www.bdo.com/bdo-center-for-corporate-governance] (11:50) AI governance and board approaches to new technologies. (13:53) Technology savviness or literacy of directors.  (15:32) Where does technology and AI fit in the board (full board v. committees)  (17:53) Climate disclosures and evolution of ESG "ESG is considered a four-letter word at this point" (21:26) Evolving geopolitical landscape and challenges to globalization. (24:25) CEO Succession Challenges (26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE) (33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets. (38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations. (42:08) Evolving Board Structures (44:07) Books that have greatly influenced her life: 1. The Notebook [https://en.wikipedia.org/wiki/The_Notebook_(novel)] by Nicholas Sparks (1996) (45:31) Her mentors. (47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want." (48:19) An unusual habit or an absurd thing that she loves.  (48:54) The living person she most admires. (49:50) BDO USA governance podcast [https://www.bdo.com/insights/assurance/bdo-in-the-boardroom-podcast-series] Amy Rojik [https://www.bdo.com/amy-rojik] is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]