Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

Eddie Ramos: How AI Is Reshaping Investing and Boardrooms

(0:00) Intro (1:24) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:11) Start of interview *reference to the BRI from LCDA [https://www.latinocorporatedirectors.org/lcdef_boardready_institute_br.php] (3:54) Eddie's origin story (6:27) Eddie's investment focus  (7:44) The rise of AI and its impact on him (9:06) Eddie’s roles in investment over the past 35 years (as GP and LP). (8:32) His current endeavors: 1) Board member in mutual funds (Calvert Funds [https://www.calvert.com/]); 2) Independent director and Chair elect of Global X Venture Fund; 3) Chief Strategy Officer at Leadview Capital; and 4) Advisor at Bullpen.ai [https://bullpen.ai/] (19:38) Dealing with AI hallucinations (e.g. Sullivan & Cromwell example [https://websitedc.s3.amazonaws.com/documents/In_re_Prince_USA_18_April_2026.pdf]) (23:13) Convergence of AI, ESG, and Governance: "It's dramatic" (25:00) "Stocks will be tokenized, markets will be much more liquid." "Wall street is trying to put liquid claims on illiquid investments" *WSJ Nasdaq's Plan for 24/7 Tokenized Stock Trading [https://www.wsj.com/finance/stocks/nasdaq-partners-with-kraken-in-tokenization-push-135e8112] (31:20) Geopolitical Challenges in Investing and for Boards. *Example of Meta-Manus breakup [https://www.cnbc.com/2026/04/28/china-meta-manus-ai-deal.html]. "We live in a selectively connected world." (34:00) Politicization and social issues in corporations. Board Adaptation to Rapid Changes (38:19) AI and Audit Committee Responsibilities (40:30) Bridging the AI Knowledge Gap "Boards are under prepared." *References to Stanford GSB cases: Netflix Approach to Governance [https://www.gsb.stanford.edu/faculty-research/publications/netflix-approach-governance-genuine-transparency-board] and the Artificially Intelligent Boardroom [https://www.gsb.stanford.edu/faculty-research/publications/artificially-intelligent-boardroom] (46:10) Changing Dynamics in Board Practices. "It's a matter of time before companies like SAP or Microsoft move into corporate auditing, or Amazon starts offering mutual funds. The incumbents just don't see it coming." (47:10) Power Laws and Growth in Private Markets. (50:31) Books that have greatly influenced his life: 1. The Power Broker, [https://en.wikipedia.org/wiki/The_Power_Broker] by Robert Caro (1974) 2. The Tipping Point, [https://en.wikipedia.org/wiki/The_Tipping_Point] by Malcolm Gladwell (2000) 3. U2 by U2 [https://en.wikipedia.org/wiki/U2_by_U2], by Bono, The Edge, Adam Clayton, Larry Mullen Jr. with Neil McCormick (2006) (52:56) His mentors. (53:56) Quotes that he thinks of often or lives her life by: "Prioritize by impact" "Recognize the good in everyone" (55:10) An unusual habit or an absurd thing that he loves: obsession with curating music playlists. (55:06) The living person he most admires: Bono and Bad Bunny. Eddie Ramos [https://www.linkedin.com/in/eddie-ramos/] is the Chief Strategy Officer for Leadview Capital. He is also currently on the board of Morgan Stanley’s Calvert Mutual Funds and Global X Venture Fund, serving as the Chairman of the Audit Committee for both. 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/]

Steven Lipin: Activism, M&A, and the Rising Stakes of Board Communication

(0:00) Intro (1:36) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:23) Start of interview (3:11) Steve's origin story (5:05) His Journey into Journalism (6:02) The Rise of Governance Movement (7:00) Transformation of Board Accountability. Reference to the 1992 Board coup at GM [https://s.wsj.net/public/resources/documents/Ingrassia-ShakeUp.pdf] and other historical changes. (10:24) Communication in Governance (12:25) Establishing Gladstone Place Partners [https://www.gladstoneplace.com/] (15:00) Crisis Management and Board Roles (17:34) The Importance of Investor Relations (20:40) Current Landscape of Shareholder Activism.  (25:14) The Snap activism case [https://www.wsj.com/business/deals/irenic-capital-discloses-snapchat-stake-seeks-strategy-changes-to-boost-valuation-3c745143]. The impact of activism on companies with dual-class share structures. (30:12) M&A Transactions, Delaware and DExit. The impact of Twitter's acquisition by Elon Musk. Reference to E201 with Leo Strine [https://boardroom-governance.com/episodes/leo-strine-2]. (34:47) The Ongoing Cybersecurity Challenge. Reference to Anthropic's new Claude Mythos.  (37:51) The Impact of AI on Governance. The case of Anthropic's dispute with the Pentagon. *Reference to evanepstein.substack.com [https://evanepstein.substack.com/] and E204 with Eric Ries [https://boardroom-governance.com/episodes/eric-ries]. (42:50) AI's PR problem. The challenge of building data centers. The geopolitics of AI. (46:30) Impact of job firings, due to AI? (49:53) The state of ESG and DEI in 2026. (52:05) Books that have greatly influenced his life: 1. The Island at the Center of the World [https://en.wikipedia.org/wiki/The_Island_at_the_Center_of_the_World], by Russell Shorto (2004) 2. The Power Broker, [https://en.wikipedia.org/wiki/The_Power_Broker] by Robert Caro (1974) 3. Alexander Hamilton [https://en.wikipedia.org/wiki/Alexander_Hamilton_(biography)], by Ron Chernow (2004) (53:10) His mentors.  (54:00) Quotes that he thinks of often or lives her life by (Grateful Dead lyrics) (54:24) An unusual habit or an absurd thing that he loves (55:06) The living person he most admires Steven Lipin [https://www.gladstoneplace.com/team/steven-lipin/] is founder and CEO of communications advisory firm Gladstone Place Partners and a trusted advisor in the field of strategic, financial and corporate governance communications. 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/]

Benjamin Means: The Principles of Family Business Law and Governance

(0:00) Intro, *Reference to prior episode with Ben Means (E105 [https://boardroom-governance.com/episodes/benjamin-means-and-douglas-moll]) (1:36) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/]. (2:23) Start of interview.  (3:39) The Premise of his new book Family Business Law [https://www.cambridge.org/core/books/abs/principles-of-family-business-law/principles-of-family-business-law/2FFB9AAA2D345909A9F616AD949502FE] (6:48) Understanding Shareholder Oppression (10:17) The Three-Circle Model [https://familybusinessmagazine.com/family-offices/family-office-management/how-three-circles-changed-way-we-understand-family-business/]Explained (13:34) The Personal Impact of Family Business (16:24) Boards in Family Businesses (18:09) The Importance of Voice (20:47) Overlapping Family and Business Law *Reference to my episodes on HBO's Succession [https://open.substack.com/pub/evanepstein/p/boardroom-governance-podcast-series?utm_campaign=post-expanded-share&utm_medium=web] (24:36) The Succession Challenge (transference to next generation or sale of company) (28:18) Fiduciary Duties and Governance. *Reference to the Market Basket litigation [https://www.bostonherald.com/2025/12/30/market-basket-board-files-motion-to-sanction-artie-t/] (34:03) Family Protocols: A Solution? (35:13) Societal Impact of Family Businesses *Reference to E204 with Eric Ries [https://boardroom-governance.com/episodes/eric-ries] (38:24) Innovations in Governance and Family Businesses. Pros and Cons of LLCs (42:56) Features of a New Family Structure (46:05) The Rise of Family Offices Benjamin Means [https://sc.edu/study/colleges_schools/law/faculty_and_staff/directory/means_benjamin.php] is a Professor of Law, the John T. Campbell Chair in Business and Professional Ethics, and Director of the Family & Small Business Program [https://sc.edu/study/colleges_schools/law/centers/family_small_business/index.php] at the University of South Carolina Joseph F. Rice School of Law. 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/]

Eric Ries: Incorruptible, and the Case for Long-Term Governance Reform

(0:00) Intro (1:40) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:26) Start of interview (3:19) Eric's origin story (5:00) The Lean Startup [https://theleanstartup.com/] Journey (10:23) About The Long-Term Stock Exchange [https://ltse.com/] (18:00) Governance and Eric's New Book Incorruptible [https://www.simonandschuster.com/books/Incorruptible/Eric-Ries/9798893311860] (24:14) On Governance in Startups vs. Public Companies and so-called "best practices." "One of the key ideas in the book is that it's always too early until it's too late." (28:37) Why the title Incorruptible. How to become an incorruptible force for good in the world. (33:15) The board members' sacred obligation. The call for a director's oath. (34:40) The concepts of Financial Gravity and Career Equity. "The force that no one controls, but everyone obeys." "The number one thing CEOs notice before and after the IPO: every employee is looking at the stock ticker every day." (41:38) Innovations in AI Governance (OpenAI, Anthropic, etc) "A new old idea" (44:36) On the Public Benefit Corporation (PBC) structure.  (46:25) The Case for New Governance Structures. "The shareholder primacy debate has become completely divorced from the actual material interests of shareholders." The example of Costco. (52:45) On Dual-Class Share Structures. "I don't think emperor for life is a great political system" "[The] standard governance [model] has to be really bad for dictator for life to be an improvement." "I'm interested in trying to create what I call the architecture of institutional longevity. What would it take to create organizations that can endure for decades or even centuries? In order to do that, by definition, we have to find ways to encode the ethos." (56:51) Mission-Locked Constellations. "Structures that involve many different entities that are locked together to act as a bit of an immune system against corruption." "The spiritual holding company: a constellation of multiple entities where some entity has the responsibility of being at the center to provide basically mission protection as a service to the for-profit entities under its purview." (1:01:07) The Novo Nordisk [https://novonordiskfonden.dk/en/] story. *reference to the Acquired podcast episode [https://www.acquired.fm/episodes/novo-nordisk-ozempic]. (1:07:10) Books that have greatly influenced his life: 1. The Machine that Changed the World [https://en.wikipedia.org/wiki/The_Machine_That_Changed_the_World_(book)#:~:text=Any%20time%20a%20car%20manufacturer,have%20happened%20since%20the%201900%27s.], by James P. Womack, Daniel T. Jones, and Daniel Roos (1990) 2. Toyota Production System [https://www.amazon.com/Toyota-Production-System-Beyond-Large-Scale/dp/0915299143], by Taiichi Ohno (2001) 3. Toyota Way [https://www.amazon.com/Toyota-Way-Management-Principles-Manufacturer/dp/0071392319], by Jeffrey Liker (2003) 4. Dune [https://en.wikipedia.org/wiki/Dune_(novel)], by Frank Herbert (1965) 5. The Dawn of Everything [https://en.wikipedia.org/wiki/The_Dawn_of_Everything], by David Graeber and David Wengrow (2021) 6. The Enlightened Capitalists [https://www.amazon.com/Enlightened-Capitalists-Cautionary-Business-Pioneers/dp/0062880241], by James O'Toole (2019) (1:12:20) His mentors. Steve Blank [https://steveblank.com/], Ken Duda [https://investors.arista.com/Corporate-Governance/Committee-Composition/Person-details/default.aspx?ItemId=9c5d2420-1693-44a7-809d-539fa662ed1e], Maliz Beams [https://ltse.com/team/maliz-beams], Dario Amodei [https://www.darioamodei.com/], Brian Chesky [https://news.airbnb.com/about-us/leadership/brian-chesky/], Matthew Prince [https://en.wikipedia.org/wiki/Matthew_Prince], Sid Sijbrandij [https://sytse.com/about-sid/], Dustin Moskovitz [https://asana.com/author/dustin-moskovitz], James Reinhart [https://ir.thredup.com/management/leonardo-reichert/], Todd Park [https://en.wikipedia.org/wiki/Todd_Park].  (1:14:00) Quotes that he thinks of often or lives her life by "Nothing real can be threatened, and nothing unreal exists" (from A Course in Miracles [https://en.wikipedia.org/wiki/A_Course_in_Miracles]) (1:15:25) An unusual habit or an absurd thing that he loves (1:16:08) The living person he most admires Eric Ries [https://leanstartup.co/about/team/eric-ries/] is the Creator of the Lean Startup method and author of The Lean Startup, he has spent two decades reshaping how companies are built and managed. He is also the founder of the Long-Term Stock Exchange (LTSE) and host of The Eric Ries Show podcast. More info on his latest book Incorruptible here [https://www.incorruptible.co/]. 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/]

Benjamin Edwards: The Rise of Nevada in the Reincorporation Debate

(0:00) Intro (1:31) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:18) Start of interview (3:10) Ben's origin story (7:14) Embracing Nevada as Home. Joining University of Nevada Las Vegas (UNLV) [https://law.unlv.edu/faculty/benjamin-edwards] in 2017. (10:14) Joining Wilson Sonsini [https://www.wsgr.com/en/people/benjamin-edwards.html] as Senior of Counsel (2026) (13:00) The Reincorporation Movement. Competition between Delaware, Texas, Nevada and others. *Reference to E201 with Leo Strine [https://boardroom-governance.com/episodes/leo-strine-2] (14:28) Tracking Company Reincorporation Movements (at Business Law Prof Blog [https://www.businesslawprofessors.com/2026/02/february-2026-reincorporation-update/]) (16:02) The Texas vs. Nevada Landscape (17:50) Reasons Companies Move Jurisdictions *Reference to E194 with Richard Blake [https://boardroom-governance.com/episodes/richard-blake-3] on SV150 companies (23:15) Delaware advantages (25:32) How Nevada is competing: "[W]e need to be able to do is reduce the friction and the barriers to picking Nevada as a jurisdiction." (26:09) Delaware's SB21 [https://evanepstein.substack.com/p/the-twists-and-turns-of-state-incorporations] and Its Implications. *Reference to Cornerstone Research report on the increase of M&A settlements [https://www.cornerstone.com/insights/press-releases/ma-settlements-in-the-delaware-court-of-chancery-surpass-600-million-in-2024/] and paper Is Delaware Different? Stockholder Lawyering in the Court of Chancery [https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5748607] by Jessica Erickson, Adam Pritchard, and Stephen Choi (31:54) The Race to the Bottom theory *Reference to E200 with Betsy Atkins [https://boardroom-governance.simplecast.com/episodes/betsy-atkins] (34:50) Nevada's Business Courts and Future Changes (constitutional amendment [https://www.businesslawprofessors.com/2025/05/first-passage-for-nevada-business-court-amendment/]) (41:44) The IPO Landscape: Trends and Insights [https://www.businesslawprofessors.com/2026/02/pli-panel-reincorporations-and-redomestications/] (Delaware fell from over 80% of IPO incorporations in 2022-2024 to just under 62% in 2025; Nevada reached ~17%, and Texas just under 4%). Bill Ackman picking Nevada for the IPO of Pershing Square [https://www.businesslawprofessors.com/2026/03/pershing-square-ipo-nevada/]. (44:45) Addressing Nevada's Reputation (the example of LQR House [https://www.sec.gov/ix?doc=/Archives/edgar/data/0001843165/000121390026005261/ea0273194-01.htm] reincorporating from Nevada to Delaware) *Reference to the Startup Litigation Digest [https://startuplitigation.substack.com/] (49:06) Founder-Led Companies and Jurisdiction Choices. Example of Mark Pincus: Founders, Leave Delaware (While You Still Can) [https://www.piratewires.com/p/founders-leave-delaware-while-you-still-can] (53:46) Nevada’s Commission to Study the Adjudication of Business Law Cases [https://www.businesslawprofessors.com/2026/01/second-nevada-commission-meeting-briefing/] (55:50) Books that have greatly influenced his life: 1. Give and Take [https://adamgrant.net/book/give-and-take/], by Adam Grant (2013) 2. Drive [https://www.danpink.com/books/drive/], by Daniel Pink (2009) 3. Chimpanzee Politics [https://www.press.jhu.edu/books/title/9383/chimpanzee-politics?srsltid=AfmBOor4psouyqIjSphFC_OU3gN4XQftnIH0IcqCTYfPbAG9rwJMXnSL], by Frans de Waal (1982) (57:16) His mentors.  (58:16) Quotes that he thinks of often or lives her life by "To have a friend, you got to be a friend."  (58:39) An unusual habit or an absurd thing that he loves (58:57) The living person he most admires Benjamin Edwards [https://law.unlv.edu/faculty/benjamin-edwards] is a Professor of Law at the William S. Boyd School of Law at the University of Nevada, Las Vegas (UNLV). Ben also recently joined Wilson Sonsini as Senior Of Counsel to provide guidance to Nevada-incorporated companies. 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/]