Episodes

  • Jonathan Foster: On Boards and the Playbook for Modern Governance

    Jonathan Foster: On Boards and the Playbook for Modern Governance
    Aug 25 2025
    (0:00) Intro(1:27) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:51) Jonathan's origin story(4:23) His Journey into Governance, initially via accounting with PwC and later with Lazard.(6:17) Types of Governance Structures(7:51) About his firm Current Capital Partners (M&A advisory, corporate management services, and PE investing).(8:31) The Inspiration Behind his book On Boards: The Modern Playbook for Corporate Governance.(10:44) Interviews that Shaped the Narrative. His standout: Admiral Michael Mullen.(13:04) Target Audience for the Book(14:48) The importance of "boards [with a roster of] best athletes, not experts in a narrow area."(17:04) His personal journey into boardrooms(19:56) Experience as an Expert Witness (21:41) Evolution of Delaware's Corporate Law. *Reference to Moelis case and Tesla's Elon Musk CEO compensation case. (24:40) AI's Impact on the Boardroom. "[I]t is critical to remember that directors oversee, but management runs the company day to day."(29:50) Navigating Geopolitical Challenges(32:01) The Rise of Shareholder Activism(34:29) Insights on Corporate Restructuring *Reference to E38 on the rise of bankruptcy directors with Jared Ellias (now at HLS)(38:33) Separation of Chair and CEO is preferable(39:00) "I think term-limits are a cop-out" there should be annual individual director evaluations.(39:43) The Need for Corporate Director Licenses.(41:36) Books that have greatly influenced his life:On a Clear Day You Can See General Motors, by Patrick J. Wright (1979)The Right Stuff, by Tom Wolfe (1979)The House of Morgan, by Ron Chernow (1990)(42:30) His mentors(43:18) Quotes that he thinks of often or lives his life by: "You can't get a hit if you don't swing the bat" "I'm dumb enough to make a decision" "It's all about tomorrow" "Have fun, life is too short"(44:24) An unusual habit or an absurd thing that he loves.(45:31) The living person he most admires: the Pope and Lebron James.Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book On Boards: The Modern Playbook for Corporate Governance. He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings. 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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    47 mins
  • Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom

    Larry Cunningham: From John Weinberg’s 1948 Thesis, Delaware's Challenge, to the Modern Boardroom
    Aug 18 2025
    (0:00) Intro(1:31) About the podcast sponsor: The American College of Governance Counsel(2:18) Start of interview. *Reference to E36 (June 2021) for personal/professional background, and E90 (March 2023)(3:13) Celebrating 25 Years of the Weinberg Center(3:47) Uncovering John Weinberg's 1948 Thesis. Details for the Symposium at the Weinberg Center on Oct 9, 2025.(6:12) The role of boards and directors from a historical perspective. *Reference to Gilson and Gordon's article on Boards 3.0.(8:17) The contribution of the Weinbergs to corporate governance: Sydney led Goldman Sachs from 1930 to 1969, and John led GS from 1976-1990.(14:04) The Relevance of Historical Governance Debates. *Reference to the Startup Litigation Digest.(16:53) Delaware's current corporate law challenges: charter competition with Nevada, Texas, and other states (and Fed Govt).(24:35) The Impact of Delaware's SB 21 Legislation. *Reference to a16z's statement on leaving DE (and Larry's take on it). Reference to Delaware's SB 313 partially in response to the Moelis decision (on validity of stockholder agreements).(33:10) On Delaware's DExit: "I barely see a trickle, let alone a flood."(39:27) The Future of Delaware's Corporate Landscape(44:17) Remembering Charlie Munger's Influence(45:56) Warren Buffett's contribution to governance and the future of Berkshire Hathaway(48:22) Goals for the Weinberg Center's Future(49:55) The Evolving Role of Corporate Directors. "[B]oards of directors are here to oversee, not to be experts, to ask discerning questions, to press, to query, but not to micromanage or get in the way." "Nose in, fingers out" attributed to John Nash, founder of NACD.Larry Cunningham is the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, and a leading scholar, author, and advisor on corporate governance and board matters. 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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    55 mins
  • Tina Rosenfeld: Independent Directors, Board Diversity, and Governance in Chile

    Tina Rosenfeld: Independent Directors, Board Diversity, and Governance in Chile
    Aug 5 2025

    (0:00) Intro

    (1:26) About the podcast sponsor: The American College of Governance Counsel

    (2:13) Start of interview *mention of my participation in the Board Summit in Chile (Nov 2025)

    (3:40) Tina's origin story

    (6:19) From Germany to Latin America with Beiersdorf

    (10:14) Her time with D&S and Walmart Chile

    (11:38) Her start with board memberships

    (14:23) The Role of Independent Directors in Family-Owned Businesses

    (19:44) Navigating Boardroom Challenges

    (22:54) The Role of Pension Funds in Chile Nominating Independent Directors

    (29:52) Evolving Diversity on Boards

    (34:20) Teaching and Mentoring Future Leaders

    (40:11) Challenges of Startups in Latin America and Chile. Tina is an angel investor focused on backing women founders.

    (46:13) Importance of Board Evaluations. *Reference to HBR article: How Pioneering Boards Are Using AI

    (52:42) Books that have greatly influenced her life:

    1. Man's Search for Meaning, by Victor Frankl (1946)
    2. Book from her father for her children

    (54:22) Her mentors

    (55:38) Quotes that she thinks of often or lives her life by: "Look forward"

    (56:14) An unusual habit or an absurd thing that she loves.

    (57:10) The living person she most admires: Female entrepreneurs. Reference to paper Don't Pitch Like a Girl

    Tina Rosenfeld is a corporate director, advisor, and educator with deep experience in international governance and strategy.

    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
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    59 mins
  • Steven Wolfe Pereira: How Can You Govern Something That You Don't Understand?

    Steven Wolfe Pereira: How Can You Govern Something That You Don't Understand?
    Jul 24 2025
    (0:00) Intro(1:28) About the podcast sponsor: The American College of Governance Counsel(2:15) Start of interview(3:17) Steven's origin story(7:09) The AI Market Explosion(10:07) Introducing Alpha: the company he leads. (16:01) On Events and Board Forums: "There is going to be a premium on IRL really moving forward because the bar is going to be so high" (17:50) The Necessity of Tech-Savvy Directors(19:58) Steven's State of the Art of AI for directors. "The AI wave is driven by 4 forces: 1) Compute (the most important), 2) Data, 3) Algorithms, and 4) Robotics."(25:11) Recommendations for directors on how to dive deeper into AI. *Reference to Menlo Venture's 2025: The State of Consumer AI(29:24) Understanding AI Tools and Their Value(31:55) Governance in the AI Age "How can you govern something you don't understand?"(38:21) Navigating Private vs. Public Companies(44:58) Geopolitical Tensions and AI. The options: 1) The Empire Strikes Back (China); 2) Star Trek (EU); and 3) The Capitalist Version of Mad Max (USA)(49:28) The Future of Agentic AI(52:12) The Importance of Data as an Asset(58:53) How can the Board address the AI challenge(1:04:14) Books that have greatly influenced his life:Meditations, by Marcus Aurelius Start with Why, by Simon Sinek (2009)The Coming Wave, by Mustafa Suleiman (2023)(1:05:36) His mentorsChinh Chu Viola McCauslandPaul SaganDavid KennyLisa Hook(1:07:39) Quotes that he thinks of often or lives his life by: "You become what you give your attention to.(1:08:19) An unusual habit or an absurd thing that he loves.(1:09:20) The living person he most admires.Steven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions. 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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    1 hr and 11 mins
  • Erik Gerding (Freshfields): Governance, Regulation, and Risk in a Global Business Environment

    Erik Gerding (Freshfields): Governance, Regulation, and Risk in a Global Business Environment
    Jul 14 2025
    (0:00) Intro(1:14) About the podcast sponsor: The American College of Governance Counsel(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" (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: 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.(40:31) The Shift from Delaware to Nevada, Texas, and Impact of Delaware's SB21.(48:08) Books that have greatly influenced his life:Against the Gods: The Remarkable Story of Risk, by Peter L. Bernstein (1996)A Random Walk Down Wall St, by Burton Malkiel (1973)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 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: @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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    52 mins
  • Jack Lazar: A Silicon Valley Journey from Finance to the Boardroom

    Jack Lazar: A Silicon Valley Journey from Finance to the Boardroom
    Jul 7 2025
    (0:00) Intro(1:30) About the podcast sponsor: The American College of Governance Counsel(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 (2013)(12:26) His time as CFO at GoPro (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 (sold to NVIDIA for $6.9B) and Box (won proxy fight).(37:27) His support for Classified Boards(40:27) AI and Semiconductor Future. His board position at NatCast, 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" (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:The Goal, by Eliyahu M. Goldratt (1984)Good to Great, by Jim Collins (2001) (55:49) His mentors:Chuck Robel, from Price WaterhouseIrwin Federman, the Chairman of MellanoxBill Elmore, Founder Foundation CapitalAndy 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 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: @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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    1 hr and 2 mins
  • Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation

    Walker Newell & Lenin Lopez (Woodruff & Sawyer): Navigating D&O Risk, Delaware Exit, and Boardroom Litigation
    Jun 30 2025
    (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 Tolstoy (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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    1 hr and 13 mins
  • Celebrating 5 Years of the Boardroom Governance Podcast & Newsletter

    Celebrating 5 Years of the Boardroom Governance Podcast & Newsletter
    Jun 22 2025

    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
    • Boardroom Governance Newsletter: https://evanepstein.substack.com
    • Startup Litigation Digest: https://startuplitigation.substack.com
    • VC-Backed Board Academy (VCBA): https://cbl.uclawsf.edu/programs/vcba/
    • Contact Evan: 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

    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
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    5 mins