Boardroom Governance with Evan Epstein

(0:00) Intro (1:14) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:00) Start of interview (2:36) Erik's origin story (4:14) Discussing Foreign Private Issuers (FPIs): His article "SEC Revisits Foreign Private Issuer Eligibility [https://blog.freshfields.us/post/102kdo1/sec-revisits-foreign-private-issuer-eligibility]" (June 2025) (16:45) The Rise of AI and Its Implications. Discussion on "AI Washing" (19:30) Distinguishing statutory mandates between the SEC, FTC, and DOJ on regulatory oversight of AI (20:40) The evolving crypto regulatory landscape "It's a pretty big sea change" "[Now it's] all about bright line rules (vs flexible standards) and trying to provide a lot more certainty to the market." (23:24) Cybersecurity Threats and Board Responsibilities. Two requirements from SEC [https://www.sec.gov/newsroom/press-releases/2023-139]: 1) public companies must disclose material cybersecurity incidents within four business days after determining that that incident was material, and 2) disclosure in a company's annual report about its risk management strategy and governance around cybersecurity. "The real focus is on the material cybersecurity incident reporting." (29:43) Current Trends in IPOs, SPACs and M&A (Liquidy Exits) (32:32) SEC Priorities in 2025 and beyond. "The SEC leadership has underscored a back-to-basics approach. What this means is focusing more on clear fraud and fraud that is scienter-based." "They're [also] going to emphasize much more quantitative materiality rather than qualitative materiality." "[This] is another example of how this SEC is focused on bright line rules."  (36:51) SEC Enforcement in Private Markets *Mention of the Startup Litigation Digest [https://startuplitigation.substack.com/]. (40:31) The Shift from Delaware to Nevada, Texas, and Impact of Delaware's SB21. (48:08) Books that have greatly influenced his life: 1. Against the Gods: The Remarkable Story of Risk [https://www.amazon.com/Against-Gods-Remarkable-Story-Risk/dp/0471295639], by Peter L. Bernstein (1996) 2. A Random Walk Down Wall St [https://en.wikipedia.org/wiki/A_Random_Walk_Down_Wall_Street], by Burton Malkiel (1973) 3. The Sound and the Fury [https://en.wikipedia.org/wiki/The_Sound_and_the_Fury], by William Faulkner (1929) (48:54) His mentors (50:16) Quotes that he thinks of often or lives his life by. (50:48) An unusual habit or an absurd thing that he loves. (51:13) The living person he most admires. Erik Gerding [https://www.freshfields.com/en/find-a-lawyer/g/gerding-erik] is a Capital Markets partner at Freshfields advising on securities regulation, financial markets and corporate governance. Until the end of 2024, Erik served as the SEC’s Director of the Division of Corporation Finance. 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/] (2:16) Start of interview (3:09) Jack's origin story (4:11) The Accounting Foundation. His time at PriceWaterhouse (1987-1992) (5:45) His Startup/Executive Journey. Electronics for Imaging => Apptitude => NetRatings => Atheros => Qualcomm (12:15) Transitioning to Board Service. His start with Silicon Labs [https://www.silabs.com/] (2013) (12:26) His time as CFO at GoPro [https://gopro.com/en/us/] (2014-2016) (13:55) His focus on boards since 2016 (~10 public boards, ~15 overall since) (14:41) Differences between public and private company board service. (18:55) The Current IPO Landscape plus staying private for longer vs going public. (24:45) Founder Dynamics in Governance and the Dual-Class Share Debate. "In general, I don't like dual-class shares (...) I blame the banks for this." His experience at Casper and ThredUp. "I don't believe in sunset provisions above 7 years. Frankly, I think 3 years is long enough" (32:10) Navigating Shareholder Activism. His experience with Mellanox [https://nvidianews.nvidia.com/news/nvidia-to-acquire-mellanox-for-6-9-billion] (sold to NVIDIA for $6.9B) and Box [https://www.axios.com/2021/09/10/box-proxy-battle-starboard-value-hedge-fund] (won proxy fight). (37:27) His support for Classified Boards (40:27) AI and Semiconductor Future. His board position at NatCast [https://natcast.org/about], a non-profit entity designated to operate the National Semiconductor Technology Center (NSTC) by the Department of Commerce. Reference to his TEDx talk: "Why Technology is Not Silicon Valley's Real Innovation [https://youtu.be/2k86pZ0Kzro?si=cCZb3IT0WKDQsq8h]" (2016) (48:40) Geopolitical Challenges in Tech (53:04) The Importance of Risk Planning by the board (downside plans, "defcon processes", etc) (54:54) Books that have greatly influenced his life: 1. The Goal [https://en.wikipedia.org/wiki/The_Goal_(novel)], by Eliyahu M. Goldratt (1984) 2. Good to Great [https://en.wikipedia.org/wiki/Good_to_Great], by Jim Collins (2001)  (55:49) His mentors: 1. Chuck Robel [https://www.linkedin.com/in/chuck-robel-13690827/], from Price Waterhouse 2. Irwin Federman [https://www.usvp.com/advisor/irwin-federman/], the Chairman of Mellanox 3. Bill Elmore [https://www.linkedin.com/in/william-b-elmore/], Founder Foundation Capital 4. Andy Rappaport [https://en.wikipedia.org/wiki/Andrew_S._Rappaport], August Capital (57:39) Quotes that he thinks of often or lives his life by. (59:12) An unusual habit or an absurd thing that he loves. (01:00:41) The living person he most admires. Jack Lazar [https://www.nacdonline.org/northern-california/northern-california-leadership/northern-california-leadership-council/jack-lazar/] has more than 30 years of Silicon Valley experience with a focus on finance and operations. He currently serves on the boards of Astera Labs (ALAB), Box (BOX), GlobalFoundries (GFS), and Resideo (REZI). He also consults with a variety of private companies, including Tonal, where he is chair of the board.  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 to this episode (1:43) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/]. (2:30) Start of interview (3:09) Walker Newell [https://woodruffsawyer.com/team/walker-newell-esq]'s origin story (6:38) Lenin Lopez [https://woodruffsawyer.com/team/lenin-lopez]' origin story (9:21) Intro to Woodruff Sawyer [https://woodruffsawyer.com/], and their focus on corporate law and securities litigation. (14:00) The Importance of Corporate Governance (14:38) On the Gallagher merger [https://www.insurancebusinessmag.com/us/news/breaking-news/gallagher-completes-1-2-billion-deal-with-woodruff-sawyer-532049.aspx](WS was acquired for $1.2B) (15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins [https://boardroom-governance.com/episodes/priya-cherian-huskins] (2021) (17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA [https://cbl.uclawsf.edu/programs/vcba/] (26:23) Delaware vs. Texas and Nevada (29:00) Understanding Delaware's SB21 [https://legis.delaware.gov/BillDetail/141857]. Books and records demands. D&O questionnaires. (33:18) The current state of IPOs and SPACs (and impact of D&O insurance pricing) (37:33) The trend of SPAC companies incorporated in the Cayman Islands. SEC revisiting Foreign Private Issuer eligibility [https://blog.freshfields.us/post/102kdo1/sec-revisits-foreign-private-issuer-eligibility]. (41:15) Trends in Securities Class Actions (~60% filed against tech or biotech companies). (47:24) Litigation in Private Markets. *Reference to Startup Litigation Digest [https://startuplitigation.substack.com/] (53:27) The hardships of life-science companies (56:15) How the federal and status regulatory apparatus is evolving, particularly on AI. (58:52) The evolving role (and burdens) of board members. Example: DOJ whistleblower rules [https://www.justice.gov/criminal/criminal-division-corporate-whistleblower-awards-pilot-program] (1:01:21) What are the 1-3 books that have greatly influenced your life:  1. Lenin: The Life and Death of Ivan Ilych [https://en.wikipedia.org/wiki/The_Death_of_Ivan_Ilyich] by Leo Tolstoi (1902) 2. Walker: 1. The Savage Detectives [https://en.wikipedia.org/wiki/The_Savage_Detectives] by Roberto Bolaño (1998) 2. Maus: A Survivor's Tale [https://en.wikipedia.org/wiki/Maus] by Art Spiegelman (1991) (1:04:03) Who were their mentors, and what they learned from them. (1:06:27) Quotes they think of often or live their life by. 1. Lenin: "Al mal tiempo, buena cara" 2. Walker: "Enjoy every sandwich" (1:08:22) An unusual habit or an absurd thing that they love. (1:09:50) The living person they most admire 1. Lenin: Tony Hawk 2. Walker: Rory McIlroy 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/]

This episode marks the fifth anniversary of the Boardroom Governance Podcast and Newsletter. In this solo edition, I reflect on: * The origin of the podcast and newsletter, both launched during the pandemic * Key lessons from over 175 episodes with leading voices in corporate governance * The Boardroom Governance Summit * My role leading the Center for Business Law at UC Law SF * The Startup Litigation Digest * The VC-Backed Board Academy (VCBA) * What’s next for the Boardroom Governance community Mentioned in this episode: * Boardroom Governance Podcast Archive: https://boardroom-governance.com [https://boardroom-governance.com/] * Boardroom Governance Newsletter: https://evanepstein.substack.com [https://evanepstein.substack.com] * Startup Litigation Digest: https://startuplitigation.substack.com [https://startuplitigation.substack.com] * VC-Backed Board Academy (VCBA): https://cbl.uclawsf.edu/programs/vcba/ [https://cbl.uclawsf.edu/programs/vcba/] * Contact Evan: epsteinevan@uclawsf.edu [epsteinevan@uclawsf.edu] If you’ve enjoyed the podcast over the years, please consider leaving a rating or review. Your feedback helps expand the conversation around boardroom 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  (1:49) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:36) Introduction by Professor Anat Admati, [https://www.gsb.stanford.edu/faculty-research/faculty/anat-r-admati] Stanford Graduate School of Business. Read the event coverage from Stanford's CASI [https://casi.stanford.edu/news/empire-building-age-ai-power-secrecy-and-battle-control]. (4:14) Start of Interview (4:45) What inspired Karen to write this book and how she got started with journalism. (8:00) OpenAI's Nonprofit Origin Story (8:45) Sam Altman and Elon Musk's Collaboration (10:39) The Shift to For-Profit (12:12) On the original split between Musk and Altman over control of OpenAI (14:36) The Concept of AI Empires (18:04) About concept of "benefit to humanity" and OpenAI's mission "to ensure that AGI benefits all of humanity" (20:30) On Sam Altman's Ouster and OpenAI's Boardroom Drama [https://evanepstein.substack.com/p/boardroom-drama-and-the-ring-of-power] (Nov 2023) "Doomers vs Boomers" (26:05) Investor Dynamics Post-Ouster of Sam Altman (28:21) Prominent Departures from OpenAI (ie Elon Musk, Dario Amodei, Ilya Sutskever, Mira Murati, etc) (30:55) The Geopolitics of AI: U.S. vs. China (32:37) The "What about China" Card used by US companies to ward off regulation. (34:26) "Scaling at All Costs is not leading us in a good place" (36:46) Karen's preference on ethical AI development "I really want there to be more participatory AI development. And I think about the full supply chain of AI development when I say that." (39:53) Her biggest hope and fear for the future "the greatest threat of these AI empires is the erosion of democracy." (43:34) The case of Chilean Community Activism and Empowerment (47:20) Recreating human intelligence and the example of Joseph Weizenbaum, MIT (Computer Power and Human Reason [https://en.wikipedia.org/wiki/Computer_Power_and_Human_Reason], 1976) (51:15) OpenAI's current AI research capabilities: "I think it's asymptotic because they have started tapping out of their scaling paradigm" (53:26) The state (and importance of) open source development of AI. "We need things to be more open" (55:08) The Bill Gates demo on chatGPT acing the AP Biology test. (58:54) Funding academic AI research and the public policy question on the role of Government. (1:01:11) Recommendations for Startups and Universities Karen Hao [https://karendhao.com/] is the author of Empire of AI [https://www.penguinrandomhouse.com/books/743569/empire-of-ai-by-karen-hao/] (Penguin Press, May 2025) and an award-winning journalist covering the intersections of AI & society. 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/]