Boardroom Governance with Evan Epstein

• Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation

  (0:00) Intro to this episode(1:43) About the podcast sponsor: The American College of Governance Counsel.(2:30) Start of interview(3:09) Walker Newell's origin story(6:38) Lenin Lopez' origin story(9:21) Intro to Woodruff Sawyer, and their focus on corporate law and securities litigation.(14:00) The Importance of Corporate Governance(14:38) On the Gallagher merger (WS was acquired for $1.2B)(15:10) Advising boards on D&O insurance (corporate and litigation). *Reference to E42 with Priya Cherian Huskins (2021)(17:59) The Delaware Exit ("DExit"). Impact of Derivative Suits. *Reference to VCBA(26:23) Delaware vs. Texas and Nevada(29:00) Understanding Delaware's SB21. 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.(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(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(1:01:21) What are the 1-3 books that have greatly influenced your life: Lenin: The Life and Death of Ivan Ilych by Leo Tolstoi (1902)Walker:The Savage Detectives by Roberto Bolaño (1998)Maus: A Survivor's Tale 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.Lenin: "Al mal tiempo, buena cara"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 admireLenin: Tony HawkWalker: Rory McIlroy You can follow Evan on social media at:X: @evanepsteinLinkedIn: 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

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• Celebrating 5 Years of the Boardroom Governance Podcast & Newsletter

  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 pandemicKey lessons from over 175 episodes with leading voices in corporate governanceThe Boardroom Governance SummitMy role leading the Center for Business Law at UC Law SFThe Startup Litigation DigestThe VC-Backed Board Academy (VCBA)What’s next for the Boardroom Governance communityMentioned in this episode:Boardroom Governance Podcast Archive: https://boardroom-governance.comBoardroom Governance Newsletter: https://evanepstein.substack.comStartup Litigation Digest: https://startuplitigation.substack.comVC-Backed Board Academy (VCBA): https://cbl.uclawsf.edu/programs/vcba/Contact Evan: [email protected] 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: @evanepsteinLinkedIn: 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

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• Karen Hao: Author of Empire of AI on Why "Scale at All Costs" is Not Leading Us to a Good Place

  (0:00) Intro (1:49) About the podcast sponsor: The American College of Governance Counsel(2:36) Introduction by Professor Anat Admati, Stanford Graduate School of Business. Read the event coverage from Stanford's CASI.(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 (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, 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 UniversitiesKaren Hao is the author of Empire of AI (Penguin Press, May 2025) and an award-winning journalist covering the intersections of AI & society. You can follow Evan on social media at:X: @evanepsteinLinkedIn: 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

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• Michal Lev-Ram: On the Intersecting Worlds of Tech, Culture, and Politics in Silicon Valley

  (0:00) Intro(1:09) About the podcast sponsor: The American College of Governance Counsel(1:56) Start of interview(2:39) Michal's origin story(5:05) Her start in journalism in Silicon Valley with Business 2.0. magazine and later at Fortune Magazine.(7:45) Her project Operation Firewall (audible original podcast involving cybersecurity)(11:40) The current state of tech, particularly AI, in Silicon Valley. "I tend to be cautiously optimistic"(14:59) On Mira Murati's Thinking Machine Labs founder control. *Michal's profile of Murati in Fortune (2023)(16:00) On AI companies' fiduciary duties "to humanity"(18:05) "For me, the jury is still out for OpenAI" *my reference to the episode with Tyler Shultz (E142)(21:27) Her take on Riyadh, based on a recent MPW Summit that they hosted for Fortune in Saudi Arabia. *Saudi 2030 Vision(29:10) On the her new podcast: What's Your Number? looking at the Israeli economy, but through a global lens.(33:38) On the politicization of the boardroom (and pushback to ESG and DEI).(38:05) Her profile of Bob Lee in Esquire "Sex, Drugs, and Murder in Tech Land" (Feb 2025)(42:33) The changing narrative of technology. "I think that creativity is missing"(44:03) Books that have greatly influenced her life:Hiroshima by John Hersey (1946)Old Testament(45:17) Her mentors:Adam Lushinsky Stephanie Mehta(46:23) Quotes that she thinks of often or lives her life by: "Your happiness in life is directly proportional to the number of tough conversations you're willing to have." (47:35) An unusual habit or an absurd thing that she loves.(48:46) The living person she most admires.Michal Lev-Ram is a Silicon Valley-based journalist who writes about the intersecting (and sometimes colliding) worlds of tech, culture, and politics. You can follow Evan on social media at:X: @evanepsteinLinkedIn: 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

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• Alex Edmans: How Board Members Can Challenge Bias and Think More Critically

  (0:00) Intro(1:37) About the podcast sponsor: The American College of Governance Counsel(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 (2024)(10:07) About 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" 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 (2023)(32:53) On the use and misuse of board diversity data. His paper: (Diversity) Equity and Inclusion (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:The 7 Habits of Highly Effective People by Stephen Covey (1989)The Little Prince by Antoine to Saint-Exupéry (1943)The Alchemist by Paulo Coelho (1988)(53:12) His mentors:His dadWilliam Chalmers (CFO at Lloyds Banking Group, ex boss at Morgan Stanley)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.Alex Edmans 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: @evanepsteinLinkedIn: 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

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